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].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price based on expected performance over the next six months [7]. Core Views - The company reported a revenue of 11.6 billion yuan for the first three quarters of 2024, a year-on-year increase of 3.7%, but the net profit attributable to shareholders decreased by 43.8% to 700 million yuan [1]. - The third quarter saw a significant decline in revenue and profit, with a revenue of 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 [1]. - The report highlights that while the float glass market is showing signs of recovery, the photovoltaic glass prices remain at a low point, indicating a longer timeline for profit recovery [5]. Financial Performance Summary - For the first three quarters of 2024, the gross margin was 19.0%, down 4.4 percentage points year-on-year, with a significant drop in the third quarter gross margin to 7.7%, down 20.0 percentage points year-on-year [4]. - The company’s net profit margin for the first three quarters was 5.9%, a decrease of 5.2 percentage points year-on-year, with a net loss margin of -4.7% in Q3 [4]. - The report projects net profits for 2024-2026 to be 643 million yuan, 954 million yuan, and 1.127 billion yuan respectively, with a compound annual growth rate of 32.4% [5]. Industry Insights - The float glass market experienced a consumption decline of 2.1% year-on-year in Q3 2024, while production increased by 2.4% year-on-year [2]. - The average price of float glass in Q3 was 1405.2 yuan/ton, down 31.0% year-on-year, but has shown a recovery to 1337.38 yuan/ton by the end of October [2]. - The photovoltaic glass market is facing challenges with prices dropping significantly, but potential supply-side reforms may lead to price recovery in the future [3].

Financial Performance - The company's operating revenue for Q3 2024 was ¥3,688,534,018.85, a decrease of 14.21% compared to the same period last year[2]. - The net profit attributable to shareholders was -¥112,092,767.65, representing a decline of 118.80% year-on-year[2]. - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥136,687,958.40, down 123.77% from the previous year[2]. - The basic earnings per share for Q3 2024 was -¥0.0420, a decline of 118.87% year-on-year[3]. - The diluted earnings per share for Q3 2024 was -¥0.0350, down 116.11% from the previous year[3]. - The net profit for Q3 2024 is approximately CNY 688.48 million, a decrease of 44.83% compared to CNY 1.25 billion in Q3 2023[20]. - The total profit for Q3 2024 is CNY 745.62 million, down from CNY 1.41 billion in the same period last year, representing a decline of 47.16%[20]. - The basic earnings per share for Q3 2024 is CNY 0.2621, compared to CNY 0.4642 in Q3 2023, reflecting a decrease of 43.5%[21]. - Total revenue from sales of goods and services for the first three quarters of 2024 is CNY 7.88 billion, down from CNY 8.03 billion in the previous year, indicating a decline of 1.88%[22]. - The total comprehensive income for Q3 2024 is CNY 793.60 million, a decrease of 36.25% from CNY 1.24 billion in Q3 2023[21]. Cash Flow and Assets - The net cash flow from operating activities for Q3 2024 was ¥350,169,786.51, a decrease of 34.31% compared to the same period last year[2]. - The net cash inflow from operating activities for the year-to-date was ¥298,519,244.40, a significant decrease of 66.25% year-on-year[3]. - The company reported that the cash flow from sales was impacted by the use of bills for payment, with actual operating cash inflow adjusted to ¥10.48 billion after accounting for bill endorsements[4]. - The company's cash and cash equivalents decreased to CNY 2,822,725,151.04 as of September 30, 2024, down from CNY 3,691,678,131.94 at the end of 2023, a decline of about 23.5%[16]. - Cash flow from operating activities for the first three quarters of 2024 is CNY 298.52 million, a significant drop from CNY 884.57 million in the same period of 2023[22]. - Cash and cash equivalents at the end of Q3 2024 amount to CNY 2.67 billion, compared to CNY 2.43 billion at the end of Q3 2023, showing an increase of 9.88%[23]. - The company reported a net cash outflow from investing activities of approximately CNY 3.58 billion for the first three quarters of 2024, slightly improved from CNY 3.68 billion in the same period of 2023[23]. - The company incurred a total of CNY 5.21 billion in cash inflows from financing activities in the first three quarters of 2024, up from CNY 4.04 billion in the same period last year, representing an increase of 29.05%[23]. Shareholder Information - The total number of common shareholders at the end of the reporting period is 128,857[8]. - The largest shareholder, Fujian Qibin Group Co., Ltd., holds 681,172,979 shares, representing 25.38% of total shares[9]. - Shareholder Yu Qibin owns 381,423,500 shares, accounting for 14.21% of total shares[9]. - The top ten shareholders collectively hold a significant portion of the company's shares, with the top three alone accounting for over 40%[9]. - Ningbo Qibin Investment Co., Ltd. increased its holdings from 0 shares at the beginning of the year to 14,090,400 shares, representing 0.53%[10]. - The company has established employee stock ownership plans, including the fifth phase of the long-term development plan[10]. - There are no reported changes in the top ten shareholders due to securities lending or borrowing activities[12]. - The total shares held by the China Agricultural Bank Co., Ltd. - CSI 500 ETF increased to 29,528,933, representing 1.10% of total shares[11]. - The company has no reported related party transactions among the top shareholders, ensuring compliance with regulations[10]. - The shareholder structure indicates a concentrated ownership, which may impact corporate governance and decision-making processes[9]. Operational Changes and Investments - The company approved a cash dividend of 3.30 CNY per 10 shares, totaling 877,129,839.63 CNY distributed to shareholders[13]. - The company completed the sale of assets for 89,352.82 million CNY, receiving 55,676.41 million CNY, which is 62.31% of the total transaction amount[13]. - The company increased its stake in Hunan Qibin Electronic Glass Co., Ltd. from 68.0796% to 88.8652% by acquiring 20.7856% of the shares for 18,956.45 million CNY[14]. - The company also increased its ownership in Fujian Qibin Pharmaceutical Materials Technology Co., Ltd. from 91.9608% to 98.9976% by acquiring 7.0368% of the shares for 2,054.74 million CNY[14]. - The company reported that 1,524,000.00 CNY of "Qibin Convertible Bonds" were converted into A-shares, totaling 121,095 shares, which is 0.004513% of the total shares[14]. - The company plans to relocate glass deep processing equipment by June 2024 as part of its asset disposal strategy[13]. - The company has initiated a shareholding plan for its partners, adjusting the total shares held to 7,562.320 million shares[14]. - The company’s new production line in Shaoxing is scheduled to commence commercial operations in February 2024[13]. - The company has terminated the plan for the spin-off listing of its subsidiary Hunan Qibin Electronic Glass Co., Ltd. on the Shenzhen Stock Exchange[13]. - The company received 11,000 million CNY as part of the asset disposal progress payment, representing 12.31% of the total transaction amount[13]. Cost and Expense Analysis - Total operating costs increased to CNY 10,963,870,120.09 in 2024 from CNY 9,884,127,679.89 in 2023, reflecting a rise of about 10.9%[19]. - Research and development expenses rose to CNY 480,783,549.98 in 2024, compared to CNY 412,662,334.30 in 2023, indicating an increase of approximately 16.5%[19]. - Inventory levels increased significantly to CNY 2,861,671,360.13 in 2024 from CNY 2,013,055,432.81 in 2023, marking a growth of approximately 42.3%[16]. - Short-term borrowings surged to CNY 858,367,294.07 in 2024 from CNY 352,911,296.56 in 2023, representing a significant increase of approximately 143%[16]. - Long-term borrowings rose to CNY 10,553,250,849.67 in 2024, up from CNY 8,062,616,628.23 in 2023, indicating an increase of about 30.9%[17]. - The company's total liabilities increased to CNY 20,632,671,080.15 in 2024 from CNY 16,982,341,513.69 in 2023, reflecting a growth of approximately 21.5%[17]. - The equity attributable to shareholders decreased slightly to CNY 13,491,884,277.24 in 2024 from CNY 13,549,441,532.99 in 2023, a decline of about 0.4%[17].