关于独立财务顾问不适用《上海证券交易所上市公司自律监 管指引第 6 号——重大资产重组》的相关规定出具重组预案 核查意见和承诺的说明 株洲旗滨集团股份有限公司（以下简称"旗滨集团"或"公司"）拟通过发 行股份的方式购买控股子公司湖南旗滨光能科技有限公司 28.78%的股权（以下 简称"本次交易"），本次交易不涉及募集配套资金。现公司就独立财务顾问不适 用《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》的相关规 定出具重组预案核查意见和承诺情况作出如下说明： 根据《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》的 相关规定，公司及本次交易的重组预案不存在需要独立财务顾问出具核查意见和 承诺的情况。因此，独立财务顾问不适用上述法规相关规定，无需出具重组预案 核查意见和承诺。 特此说明。 株洲旗滨集团股份有限公司 二〇二四年十一月五日 ...

| 证券代码：601636 | 证券简称：旗滨集团 | 公告编号：2024-112 | | --- | --- | --- | | 可转债代码：113047 | 可转债简称：旗滨转债 | | 株洲旗滨集团股份有限公司 第五届监事会第三十三次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、监事会会议召开情况 株洲旗滨集团股份有限公司（以下简称"公司"）第五届监事会第三十三次 会议（以下简称"本次会议"）于 2024 年 11 月 5 日（星期二）下午 16:00 在公 司会议室以现场结合通讯方式召开。公司于 2024 年 10 月 31 日以邮件、电话等 方式向全体监事发出本次会议通知。本次会议应出席监事 3 名，实际到会监事 3 名。会议由监事会主席郑钢先生主持，董事会秘书列席了会议，本次会议的召开 符合《公司法》《公司章程》等有关法律、法规的规定。 二、监事会会议审议情况 经全体监事审议和表决，会议通过了以下决议： （一）审议并通过了《关于本次交易符合发行股份购买资产条件的议案》 表决结果：3 票同意、0 ...

株洲旗滨集团股份有限公司董事会 关于本次交易是否构成重大资产重组、关联交易 及重组上市的说明 本次交易前三十六个月内，上市公司的控股股东为福建旗滨集团有限公司， 实际控制人为俞其兵先生，且未发生变化。本次交易完成后，上市公司的控股股 东仍将为福建旗滨集团有限公司，实际控制人仍将为俞其兵先生。本次交易不会 导致上市公司控制权发生变更，且不会导致上市公司主营业务发生根本变化，本 次交易不构成《重组管理办法》第十三条规定的重组上市。 本次交易的交易对方之一为宁海旗滨科源企业管理咨询合伙企业（有限合 伙），其为上市公司实际控制人俞其兵先生控制的企业，因此，本次交易构成关 联交易。 鉴于本次交易构成关联交易，上市公司在召开股东大会审议本次交易相关关 联交易事项时，关联股东俞其兵先生及其关联方福建旗滨集团有限公司、宁波旗 滨投资有限公司、俞勇先生将回避表决，相关关联交易事项需经出席会议的非关 联股东的三分之二以上表决通过。 （二）本次交易预计不构成重大资产重组 本次交易标的资产的交易价格尚未最终确定，根据标的资产的财务数据，预 计本次交易不会达到《重组管理办法》规定的重大资产重组标准，不构成上市公 司重大资产重组。对于本 ...

株洲旗滨集团股份有限公司监事会 关于发行股份购买资产暨关联交易的审核意见 根据《上海证券交易所股票上市规则》等法律法规及《公司章程》和《监事 会议事规则》等相关法律法规、规范性文件的规定和要求，本着认真、负责的态 度，公司监事会对发行股份购买资产暨关联交易进行了审核，发表意见如下： 监事会认为： 1. 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、《上市公司重大资产重组管 理办法》（以下简称"《重组管理办法》"）、《上市公司证券发行注册管理办 法》（以下简称"《注册管理办法》"）、《上市公司监管指引第 9 号——上市 公司筹划和实施重大资产重组的监管要求》等法律法规、规章及规范性文件的有 关规定，对照上市公司发行股份购买资产的条件，我们认为公司发行股份购买资 产暨关联交易（以下简称"本次交易"）符合发行股份购买资产的各项条件，本 次交易不构成重组上市。 2. 本次交易方案符合《公司法》《证券法》《重组管理办法》等有关法律 法规的规定，具有可行性和可操作性，有利于继续加强公司股权管理和公司治理， 坚定发展信心、聚焦主责主业，持续推动光伏玻璃做大做强 ...

Investment Rating - Maintains an "Overweight" rating [4] - Target price adjusted to 7.72 yuan, up from the previous 6.74 yuan [6] Core Views - The company's Q3 2024 results met expectations, with both float and photovoltaic glass sectors facing price pressures [3] - Despite industry challenges, the company maintains leading cost competitiveness and is expected to stabilize as industry cold repairs accelerate [3] - Q3 2024 revenue was 3.689 billion yuan, down 14.21% year-on-year, with a net loss of 112 million yuan [4] - Photovoltaic glass sector accelerated losses due to insufficient component demand, but cold repairs in 2025 are expected to drive profit recovery [4] - Float glass segment achieved break-even in Q3, with sales of approximately 27 million heavy cases and a production-sales ratio exceeding 100% [4] - Photovoltaic glass sales in Q3 were around 100 million square meters, with prices dropping to 13.82 yuan per square meter, leading to industry-wide losses [4] Financial Performance - 2024E revenue is projected at 16.405 billion yuan, with a net profit of 572 million yuan [5] - EPS for 2024E is forecasted at 0.21 yuan, down from 0.65 yuan in 2023A [5] - ROE for 2024E is expected to be 4.1%, down from 12.9% in 2023A [5] - P/E ratio for 2024E is 33.12, significantly higher than 10.82 in 2023A [5] Industry and Market Context - The float glass industry is under pressure, with the national average price in Q3 at 1,470 yuan per ton, down 305 yuan per ton from the previous quarter [4] - The photovoltaic glass industry saw a price drop of 3.54 yuan per square meter in Q3, leading to rapid inventory accumulation and accelerated price declines [4] - The company's governance structure and incentive mechanisms remain strong, with a management team capable of navigating industry cycles [4] - The float glass industry's daily melting capacity decreased by 13,200 tons per day from its peak in April, a reduction of 8% [4] Valuation and Comparables - The company's 2025E P/E ratio is 17.71, compared to an industry average of 19.31 [13] - Comparable companies include Fuyao Glass (600660.SH) with a 2025E P/E of 16.70 and Flat Glass (601865.SH) with a 2025E P/E of 25.46 [13]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1][2] Core Views - The company's performance has been affected by industry trends, but the "guarantee of housing delivery" policy has boosted glass prices [2] - For the first three quarters of 2024, the company reported revenue of 11.6 billion yuan, a year-on-year increase of 3.72%, while net profit attributable to shareholders decreased by 43.77% to 699 million yuan [2] - The company has adjusted its profit forecasts for 2024-2026, expecting net profits of 720 million, 820 million, and 920 million yuan respectively, reflecting a significant decrease compared to previous estimates [2] Financial Performance Summary - For Q1-Q3 2024, the company's gross margin was approximately 19.0%, down 4.4 percentage points year-on-year, with Q3 gross margin at 7.7%, down 14.9 percentage points quarter-on-quarter [3] - The company operates 24 high-quality float glass production lines with a daily capacity of 16,600 tons and 9 photovoltaic glass production lines with a daily capacity of 10,600 tons [3] - The company has a diversified production capacity, including high-performance electronic glass and energy-saving glass, positioning it as a leader in the industry [3] Cost and Cash Flow Analysis - The expense ratio for Q1-Q3 2024 was 12.44%, an increase of 1.80 percentage points year-on-year, with specific increases in sales, management, R&D, and financial expense ratios [4] - The operating cash flow for Q1-Q3 2024 was 299 million yuan, a decrease of 66.25% year-on-year [4] - Following government policies aimed at stabilizing growth, the overall inventory of float glass has decreased significantly, indicating potential recovery in the real estate sector [4] Financial Projections - Revenue projections for 2024-2026 are 17.49 billion, 19.95 billion, and 22.75 billion yuan, with year-on-year growth rates of 11.5%, 14.0%, and 14.0% respectively [5] - The projected net profit for 2024-2026 is 723 million, 817 million, and 919 million yuan, with corresponding EPS of 0.27, 0.30, and 0.34 yuan [5] - The company's P/E ratios for 2024-2026 are projected to be 27.8, 24.6, and 21.9 times [5]

Investment Rating - The investment rating for the company is "Add" [2] Core Views - The company reported a revenue of 11.6 billion yuan for the first three quarters of 2024, representing a year-on-year growth of 3.7%. However, the net profit attributable to shareholders decreased by 43.8% year-on-year to 700 million yuan, with a significant decline in Q3 where the revenue was 3.69 billion yuan, down 14.2% year-on-year, and a net loss of 110 million yuan, a drop of 118.8% year-on-year [2][3] - The gross margin for Q3 was 7.7%, a decrease of 20.0 percentage points year-on-year, and the net margin was -4.74%, down 18.59 percentage points year-on-year, primarily due to falling prices of float glass and photovoltaic glass [3] - The company expects a stabilization in Q4, driven by potential policy support for the real estate sector and a gradual rebalancing of supply and demand in the float glass market [3] Financial Performance Summary - The company’s total revenue for 2023 is projected at 15.68 billion yuan, with a growth rate of 17.8%. For 2024 and 2025, revenues are expected to be 17.42 billion yuan and 19.68 billion yuan, reflecting growth rates of 11.1% and 12.9% respectively [5][7] - The net profit attributable to shareholders is forecasted to be 682 million yuan in 2024, a decrease of 61.1% from 2023, but is expected to rebound to 1.1 billion yuan in 2025, marking a growth of 61.9% [5][7] - The company’s PE ratio for 2024 is projected at 26.64, decreasing to 16.46 in 2025, indicating a potential improvement in valuation as earnings recover [5][7]

Investment Rating - The report maintains a "Buy" rating for the company, with a target price not specified [4]. Core Views - The company has faced dual pressures in the float glass and photovoltaic glass sectors, with expectations for industry consolidation [1]. - For the first three quarters of 2024, the company achieved revenue of 11.6 billion yuan, a year-on-year increase of 3.7%, but net profit attributable to shareholders decreased by 43.8% to 699 million yuan [1]. - The report anticipates further declines in float glass profits in Q4, with expectations for the industry to bottom out in the first half of the following year [2]. Financial Performance Summary - In Q3 2024, the company reported revenue of 3.689 billion yuan, a year-on-year decrease of 14.2% and a quarter-on-quarter decrease of 9% [1]. - The gross margin for Q3 2024 was 7.7%, down 14.8 percentage points from the previous quarter, while the net margin was -4.7%, down 14.4 percentage points [3]. - The company’s operating expenses ratio for the first three quarters of 2024 was 12.43%, an increase of 1.8 percentage points year-on-year [3]. Production and Capacity Insights - The company cold-repaired two float glass production lines with a daily melting capacity of 600 tons in Q3 2024, while the photovoltaic glass capacity is currently at 8,400 tons per day [2]. - The report estimates that the company’s photovoltaic glass revenue for Q3 2024 was approximately 1.22 billion yuan, based on a production volume of 129 million square meters and a 90% sales rate [2]. Earnings Forecast - The report has revised down the profit forecast for the company, projecting net profits of 590 million yuan, 1.12 billion yuan, and 1.67 billion yuan for 2024, 2025, and 2026 respectively [4]. - The corresponding price-to-earnings ratios are projected to be 31, 16, and 11 times for the respective years [4].

Investment Rating - The report maintains an "Accumulate" rating for the company [1] Core Views - The company reported a total revenue of 11.6 billion yuan and a net profit attributable to shareholders of 699 million yuan for the first three quarters of 2024, reflecting a year-on-year increase of 3.7% in revenue but a decrease of 43.8% in net profit [1] - In Q3, the company experienced a revenue decline of 14.2% year-on-year and a net profit loss of 112 million yuan, indicating significant pressure from falling prices in the float and photovoltaic glass segments [1] - The report highlights that the company's operating cash flow performance is better than profit, indicating a cash cost advantage and a slowdown in capital expenditure [1] Summary by Sections Financial Performance - For Q3, the company's revenue was 3.689 billion yuan with a gross margin of 7.7%, down 20.0 percentage points year-on-year [1] - The net profit margin for Q3 was -4.7%, a decrease of 18.8 percentage points year-on-year [1] - The company’s total revenue forecast for 2024 is 16.4 billion yuan, with a projected net profit of 604 million yuan, reflecting a significant decline from previous estimates [1] Cash Flow and Capital Expenditure - The net cash flow from operating activities in Q3 was 350 million yuan, a year-on-year increase of 34.3% [1] - Capital expenditures in Q3 amounted to 650 million yuan, a decrease of 48.3% year-on-year, indicating a slowdown in capital spending [1] - The company’s inventory at the end of Q3 was 2.862 billion yuan, showing a slight decrease from the previous quarter [1] Market Outlook - The report notes that the supply of float and photovoltaic glass is expected to clear, with potential for improvement in market conditions as industry overcapacity is addressed [1] - The company’s diversified industrial layout and international strategy are seen as competitive advantages that may lead to excess profits once the supply-demand imbalance is resolved [1]

Investment Rating - The report maintains a "Recommended" rating for the company, with a current price of 6.77 CNY and projected dynamic PE ratios of 25, 18, and 14 for the years 2024, 2025, and 2026 respectively [5][3]. Core Views - The company reported a revenue of 11.6 billion CNY for the first three quarters of 2024, a year-on-year increase of 3.72%, but a significant decline in net profit attributable to shareholders by 43.77% to 699 million CNY [1]. - The float glass segment is under pressure with both volume and price facing challenges, leading to a substantial increase in inventory levels and a decrease in average prices [2]. - The photovoltaic glass prices have been declining month by month, with a notable reduction in production capacity as companies respond to the oversupply situation [3]. - The company is expected to benefit from cost advantages in float glass and photovoltaic glass, with a focus on the supply-side policies that may help clear excess capacity in the industry [3]. Financial Summary - For 2024, the company is projected to achieve a revenue of 16.1 billion CNY, with a net profit attributable to shareholders of 720 million CNY, reflecting a significant decrease of 58.9% compared to 2023 [4][6]. - The gross margin is expected to decline significantly, with the overall gross margin for Q3 2024 reported at 7.69%, down 20.01 percentage points year-on-year [1][2]. - The company’s financial metrics indicate a challenging outlook, with net profit margins and return on assets expected to decrease in the coming years [6].