2025 年第二次临时股 东会会议资料 2025-11-20 甘肃蓝科石化高新装备股份有限公司 2025 年第二次临时股东会会议资料 目录 | | | 1 甘肃蓝科石化高新装备股份有限公司 2025 年第二次临时股东会会议资料 2025 年第二次临时股东会会议议程 现场会议时间:2025 年11 月20 日下午15:00 网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为 股东大会召开当日的交易时间段，即9:15-9:25,9:30-11:30，13:00-15:00；通过互联网投票 平台的投票时间为股东会召开当日的9:15-15:00。 现场会议地点：上海蓝滨石化设备有限责任公司会议室 会议出席人：2025 年11 月13 日交易结束后在中国登记结算有限责任公司上海分公司登 记在册的公司股东或其委托授权代理人；本公司董事、监事及高级管理人员、本公司聘请的律 师。 会议主持人：王健先生 会议议程： 三、会议进入议题的审议阶段，宣读、讨论、审议各项议案： 1. 审议《关于变更会计师事务所的议案》。 四、回答股东提问时间。 五、股东对上述议案进行投票表决（本次会议现场表决后，将由上交所 ...

Core Insights - In November, certain low-priced, high-recognition stocks have shown significant performance, with "Ma" stocks averaging a nearly 2% increase, surpassing the Shanghai Composite Index's performance during the same period, with multiple stocks rising over 10% [1] Group 1: Stock Characteristics - The analysis identifies 16 potential strong stocks for the year-end, focusing on those priced between 5 to 15 yuan per share and with a market capitalization below 5 billion yuan [1] - These stocks are predicted to have a net profit growth rate exceeding 30% for both 2025 and 2026, according to institutional consensus [1] - The companies involved are engaged in trending sectors such as quantum technology, AI, and lithium batteries [1] Group 2: Potential Stocks Summary - The table lists various stocks with their latest closing prices, market values, and projected net profit growth rates for 2025 and 2026, along with their associated hot concepts [2] - For instance, "Aoto Electronics" (002587) has a closing price of 6.42 yuan and a market value of 4.183 billion yuan, with a projected net profit growth of 193.43% for 2025 and 111.11% for 2026, focusing on Douyin Doubao [2] - "Liujin Technology" (920021) shows a closing price of 6.87 yuan and a market value of 2.123 billion yuan, with a projected net profit growth of 203.78% for 2025 and 96.00% for 2026, involved in 5G applications [2]

Core Viewpoint - China Energy Engineering Group Co., Ltd. (referred to as "China Energy") and its chairman Liu Bin received a warning letter from the Gansu Securities Regulatory Bureau due to violations related to information disclosure and non-operating fund occupation [1][2]. Summary by Sections Violations Identified - China Energy failed to disclose related parties and transactions involving its former controlling shareholder, Gansu Blue Science Petrochemical High-tech Equipment Co., Ltd. (referred to as "Blue Science High-tech"), leading to undisclosed amounts of 44.7643 million yuan and 72.36 million yuan in the annual reports for 2019 and 2020 respectively [1]. - The company was found to have non-operating occupation of funds, where Blue Science High-tech paid a total of 47 million yuan to related suppliers, but the funds were actually used by China Energy from August 2019 to June 2020, violating regulations on related party transactions [1]. Responsibilities and Consequences - Liu Bin, as the chairman, was aware of the relationship with Jiangsu Engao Industrial Technology Research Institute Co., Ltd. and was responsible for the related contracts and fund transfers, thus bearing primary responsibility for the violations [2]. - The Gansu Securities Regulatory Bureau decided to issue a warning letter and required the company to submit a written rectification report within 30 days of receiving the decision [2]. Company Background - China Energy was established in August 1987 and is a comprehensive energy service group under China National Machinery Industry Corporation, involved in energy investment, engineering construction, technology research and development, and energy trading services [3]. - The company is headquartered in Shanghai and possesses various qualifications and certificates across multiple sectors, including power, petrochemicals, pharmaceuticals, construction, and municipal engineering, providing integrated services from planning consultation to operational management [3].

Core Viewpoint - Gansu Blue Science and Technology Petrochemical High-tech Equipment Co., Ltd. (referred to as "Blue Science and Technology") and its former controlling shareholder, China Energy Engineering Group Co., Ltd. (referred to as "China Energy"), received a warning letter from the Gansu Securities Regulatory Bureau due to information disclosure violations [1][4]. Summary by Relevant Sections Information Disclosure Violations - The violations primarily involved two aspects: failure to disclose related parties and related transactions, and non-operating fund occupation by related parties [2][3]. Related Party Transactions - Blue Science and Technology did not disclose that Jiangsu Engao Industrial Technology Research Institute Co., Ltd. was a related party under the actual control of China Energy in its annual reports for 2019 and 2020. The related transactions amounted to 44.7643 million yuan and 72.36 million yuan for the respective years [2]. Non-operating Fund Occupation - The company made payments totaling 47 million yuan to a related supplier, which were actually used by China Energy during the period from August 2019 to June 2020. This significant matter was also not disclosed in the annual reports for 2019 and 2020 [3]. Responsibility and Accountability - The Gansu Securities Regulatory Bureau identified that China Energy, as the controlling shareholder, failed to inform about related party information and was directly responsible for the non-operating fund occupation. Key individuals, including the chairman of China Energy and the former chairman and vice president of Blue Science and Technology, were held accountable for the violations [4]. Company Response and Future Actions - Blue Science and Technology acknowledged the issues and stated that the 47 million yuan occupied by China Energy has been fully recovered as of April 23, 2024. The company committed to strengthening its internal control systems and improving compliance with securities laws and regulations [5][6].

Key Points - A new stock subscription is available today [1] - The State Council meeting on October 31 focused on deepening reforms in key areas and expanding institutional openness [3] - The Ministry of Finance and the State Taxation Administration announced tax policies related to gold trading, exempting VAT until the end of 2027 for certain transactions [3] - The China Securities Regulatory Commission released draft guidelines for the performance benchmarks of publicly offered securities investment funds [4] - A significant breakthrough in nuclear energy was reported, with China achieving thorium-uranium fuel conversion based on molten salt reactors [4] - The China Listed Companies Association reported improved performance among listed companies, highlighting the role of innovation and structural upgrades [5] - The 15th National Games torch relay featured a humanoid robot "Kua Fu" as a torchbearer, marking a global first [5] - Anshi China has established sufficient inventory to meet customer demand through the end of the year and beyond [7] - Vanke A is set to receive a loan of up to 22 billion yuan from Shenzhen Metro Group [7] - Long-term growth in new energy vehicle sales was reported for Chang'an Automobile and Seres [7] - Great Wall Motors reported October sales of 143,100 vehicles, a year-on-year increase of 22.5% [8] - ST Yifei signed an overseas procurement order worth approximately 190 million yuan [9] - Tianqi Co. signed a strategic cooperation framework agreement with Foxconn Automotive [10] - Several companies are undergoing significant changes, including mergers and acquisitions, and stock repurchases [13][14][15][16]

Core Points - The company, Blue Science High-tech (601798), announced a change in its major asset restructuring plan, shifting to a cash acquisition of a 51% stake in China Air Separation held by China Pudong Development Bank [1][3] - The revised plan aims to optimize the company's asset structure, support its engineering business, and transform into a comprehensive energy equipment solution provider, thereby improving its operational status [3] Financial Performance - For the first three quarters of the year, the company reported a revenue of 588.91 million yuan, representing an 18.02% year-on-year increase [3][4] - The net profit attributable to shareholders reached 33.31 million yuan, with a significant increase compared to the previous year [3][4] - The operating cash flow showed a decline, with a net amount of 24.80 million yuan, down 79.26% year-on-year [4] Business Overview - Blue Science High-tech is primarily engaged in the research, design, production, installation, and technical services of specialized equipment for the petroleum, petrochemical, and new energy sectors [3] - Key products include heat exchangers, air coolers, crude oil separation equipment, and various separation technologies, serving industries such as petrochemicals, power, and pharmaceuticals [3]

Core Viewpoint - The company, Blue Science High-tech (601798), announced a change in its major asset restructuring plan, shifting to a cash acquisition of a 51% stake in China Air Separation held by China Pudong Development Bank, which aims to optimize its asset structure and support its transformation into an energy equipment solution provider [2][4]. Financial Performance - In the first three quarters of the year, the company achieved a revenue of 588.91 million yuan, representing a year-on-year increase of 18.02% [6][8]. - The net profit attributable to shareholders reached 33.31 million yuan [6][8]. - The operating cash flow net amount decreased by 33.67% compared to the previous period [8]. Business Overview - Blue Science High-tech primarily engages in the research, design, production, installation, and technical services of specialized equipment for the petroleum, petrochemical, and new energy sectors [5]. - Key products and services include heat exchangers, air coolers, crude oil separation equipment, and various separation technologies, serving industries such as petroleum, chemical, power, and pharmaceuticals [5].

10月31日晚间，甘肃蓝科石化高新装备股份有限公司（以下简称"蓝科高新"或"公司"）发布关于前任控股股东、公司及相关责任人收到甘肃证监局警示函 的公告。 公告称，公司及前任控股股东中国能源工程集团有限公司（以下简称"中国能源工程"）及相关责任人收到甘肃证监局警示函。警示函指出，中国能源及董 事长刘斌存在未配合蓝科高新披露关联方及关联交易、非经营性占用上市公司资金等违规行为，涉及金额超亿元；蓝科高新及时任董事长段玉林、副总经 理周春平因未披露关联方及非经营性资金占用等问题，同样被采取出具警示函的行政监管措施，并记入证券期货市场诚信档案。 与此同时，蓝科高新宣布调整重大资产重组方案，将仅收购中国空分工程有限公司51%股权，以优化资产结构并推动业务转型。 公告披露，2025年10月31日，公司收到中国证券监督管理委员会甘肃监管局(以下简称甘肃证监局)下发的《关于对中国能源工程集团有限公司及刘斌采取 出具警示函措施的决定》(〔2025〕11号)、《关于对甘肃蓝科石化高新装备股份有限公司及段玉林、周春平采取出具警示函措施的决定》(〔2025〕12号) (以下简称《警示函》)。 《警示函》称，经查，发现中国能源工程集团有 ...

Company Overview - Lanke High-tech was established on April 30, 2001, and listed on the Shanghai Stock Exchange on June 22, 2011, with its registered and office address in Lanzhou, Gansu Province [1] - It is a significant player in the domestic oil and petrochemical specialized equipment sector, offering full industry chain service capabilities [1] Financial Performance - For Q3 2025, Lanke High-tech reported revenue of 589 million yuan, ranking 36th among 58 companies in the industry [2] - The industry leader, Zhongchuang Zhiling, achieved revenue of 30.745 billion yuan, while the industry average was 3.226 billion yuan [2] - The net profit for the same period was approximately 33.54 million yuan, placing the company 43rd in the industry [2] - The top performer, Zhongchuang Zhiling, had a net profit of 3.705 billion yuan, with the industry average at 268 million yuan [2] Financial Ratios - As of Q3 2025, Lanke High-tech's debt-to-asset ratio was 47.46%, higher than the industry average of 46.18% [3] - The gross profit margin stood at 25.76%, below the industry average of 26.77% [3] Shareholder Information - As of September 30, 2025, the number of A-share shareholders decreased by 8.48% to 24,700 [5] - The average number of circulating A-shares held per shareholder increased by 9.26% to 14,300 [5] - Notable new shareholders include Huaxia Industry Prosperity Mixed A and Huaxia Excellent Growth Mixed A, holding 10.47 million shares and 2.64 million shares, respectively [5] Leadership - The chairman, Wang Jian, has a rich professional background, holding various financial management positions prior to his current role [4] - Lanke High-tech's controlling shareholder is China Pudong Machinery Industry Co., Ltd., with the actual controller being China National Machinery Industry Corporation [4]

蓝科高新（601798）不准备收购蓝亚检测了。 公开资料显示，中国空分成立于1981年，注册资本5000万元，是一家从事工程设计、咨询和工程总承包业务的专业工程公司，业务领域涉及工业气体制 备、天然气液化、低温液体贮运等。 10月31日晚间，蓝科高新发布变更筹划重大资产购买的公告，计划只以现金方式收购中国空分工程有限公司（简称"中国空分"）51%股权，而不再购买机 械工业上海蓝亚石化设备检测所有限公司（简称"蓝亚检测"）。 变更交易方案后，此次交易预计仍构成重大资产重组，不构成重组上市，预计不会导致公司控制权变更。 同日，公司披露，因涉及关联交易信披违规、非经营性占用资金，蓝科高新前任控股股东、公司及相关责任人收到甘肃证监局下发的警示函。 为何突然不买蓝亚检测了？ 与变更前的交易方案相比，蓝科高新此次交易事项中减少了交易标的。 4月16日晚间，蓝科高新发布筹划公告，拟以现金方式收购中国浦发机械工业股份有限公司（简称"中国浦发"）所持有的蓝亚检测100%股权、中国空分 51%股权。资金来源主要为自有或自筹资金。 公司10月31日披露的交易方案显示，蓝科高新将只购买中国空分51%股权，而不再购买蓝亚检测100%股 ...