浙江天成自控股份有限公司 2025 年第四次临时股东大会资料 浙江天成自控股份有限公司 （浙江省天台县西工业区） 2025 年第四次临时股东大会 会议资料 2025 年 11 月 13 日 浙江天成自控股份有限公司 2025 年第四次临时股东大会资料 浙江天成自控股份有限公司 2025 年第四次临时股东大会会议须知 1 浙江天成自控股份有限公司 2025 年第四次临时股东大会资料 浙江天成自控股份有限公司 2025 年第四次临时股东大会现场会议议程 2 一、与会人员签到； 二、大会主持人宣布会议开始，介绍本次股东大会的出席情况； 三、宣读公司 2025 年第四次临时股东大会会议须知； 四、选举监票、计票人员； 五、宣读本次会议议案内容： 1、《关于修订〈公司章程〉的议案》； 2.00《关于修订公司部分管理制度的议案》； 2.01《关于修订〈股东会议事规则〉的议案》； 2.02《关于修订〈董事会议事规则〉的议案》； 2.03《关于修订〈募集资金管理制度〉的议案》； 2.04《关于修订〈独立董事工作制度〉的议案》； 2.05《关于修订〈关联交易决策制度〉的议案》； 2.06《关于修订〈对外担保管理制度〉的议案》； ...

Group 1: Industry Overview - The global automotive seat market is projected to reach approximately $1186 billion by 2030, with a compound annual growth rate (CAGR) of 3.9% from 2025 to 2030 [5] - In 2024, the global automotive seat market size is estimated to be around $941.3 billion, driven by increasing automotive production and consumer demand for quality and comfort [5] - The Asia-Pacific region dominates the automotive seat market with a share of about 41% in 2024, while North America holds approximately 28% [2] Group 2: Competitive Landscape - Major international suppliers like Faurecia and Johnson Controls lead the high-end market through technological advancements and global strategies, while local companies like Huayu Automotive and Toyota Boshoku are enhancing their market share in the mid-to-high-end segments [2] - North American Tier 1 suppliers such as Adient, Lear, and Magna cover the entire supply chain from seat frames to smart integration, strengthening ties with local automakers like GM, Ford, and Stellantis [2] Group 3: Market Dynamics in China - As of May 2025, there are over 6400 registered automotive seat enterprises in China, indicating a growing competitive landscape [7] - The number of newly registered automotive seat companies in China has shown a consistent upward trend, with approximately 2075 new companies established between 2016 and 2020 [7] - The registered capital of Chinese automotive seat companies is predominantly in the range of 10 million to 50 million yuan, with 25% of companies falling within this category [9]

Core Insights - The automotive seat industry in China is experiencing significant financing activities, primarily through private placements aimed at acquiring equity and expanding production capacity [2][3][11] - Major players in the industry include Huayu Automotive, Fuwei Co., Tianc Control, Jifeng Co., Shuanglin Co., and others, with a focus on innovative and intelligent seat solutions [1][11] Financing Activities - The financing methods of listed companies in the automotive seat industry mainly involve private placements, with funds primarily allocated for equity acquisitions and working capital [2][3] - Notable financing events include: - Jifeng Co. raised 1.163 billion yuan for multiple projects including automotive interior production and flow capital [3] - Fuwei Co. raised 622 million yuan for smart automotive products and R&D center projects [3] - Huayu Automotive raised 891 million yuan for various projects including acquisitions and production capacity expansions [3] Investment Trends - The automotive seat industry is seeing a trend towards A-round financing, with a variety of companies involved in smart seat technology and component R&D [4][5] - Key investment events include: - Guanghua Rongchang's undisclosed amount in a private investment [5] - Tiancheng Control's 164.22 million yuan equity transfer for seat development [5] - Yanfeng's 8.06364 billion yuan equity transfer for innovative seating systems [5] Market Dynamics - The market concentration in the automotive seat industry is significant, with major global players like Lear, Faurecia, and Adient dominating the market [13] - The industry's concentration ratio (CR3) is 50% and CR5 is 69%, indicating a competitive landscape with a few key players holding substantial market shares [13][14] - The shift towards electric and intelligent vehicles is driving demand for integrated cockpit solutions, pushing suppliers to innovate and enhance their offerings [13]

Core Viewpoint - Tiancheng Control (603085.SH) reported a decline in institutional ownership in its third-quarter report for 2025, with a total of 1.83 billion shares held by six institutional investors, representing 46.15% of the total share capital, down by 2.27 percentage points from the previous quarter [1] Institutional Ownership - As of October 28, 2025, six institutional investors disclosed their holdings in Tiancheng Control, totaling 1.83 billion shares, which accounts for 46.15% of the company's total share capital [1] - The institutional investors include Zhejiang Tiancheng Ke Investment Co., Ltd., Beijing Yuan Cheng Asset Management Co., Ltd., Yunnan International Trust Co., Ltd., Zhejiang Donggang Industrial Co., Ltd., Guotai Jiatai Pension Product, and the Monetary Authority of Macao [1] - The institutional ownership percentage decreased by 2.27 percentage points compared to the previous quarter [1] Public Fund Participation - In this reporting period, 32 public funds were not disclosed compared to the previous quarter, including funds such as Yongying Low Carbon Environmental Smart Selection Mixed Fund A, GF Quantitative Multi-Factor Mixed Fund A, and Wanji Zhongzheng 1000 Index Enhanced Fund A [1] Foreign Investment Attitude - The only foreign institution that did not disclose its holdings in this period compared to the previous quarter is the Monetary Authority of Macao [1]

Core Viewpoint - The automotive parts industry in A-shares is experiencing positive growth, with over 60% of the 129 listed companies reporting a year-on-year increase in net profit for the first three quarters of 2025, driven by the recovery of the global automotive market and the rise of new energy vehicles [1] Group 1: Industry Performance - 73 listed companies in the automotive parts sector achieved both revenue and net profit growth in the first three quarters of this year, with some companies like Wuhu Fushai Technology and Chengdu Xiling Power Technology reporting net profit growth exceeding 100% [1] - The demand for new energy vehicles is a key factor driving the positive performance of automotive parts companies, with Jiangsu Bojun Industrial Technology reporting steady growth in main business revenue due to increased orders in the new energy vehicle sector [2] - In September, new energy vehicle production and sales reached 1.617 million and 1.604 million units, respectively, marking year-on-year increases of 23.7% and 24.6% [2] Group 2: Technological Transformation - The intelligent transformation of the industry is contributing to new growth, with Zhejiang Shibao reporting a 35.44% year-on-year increase in revenue, benefiting from trends in electrification, intelligence, and globalization [3] Group 3: Expansion into Robotics - Automotive parts companies are increasingly focusing on emerging fields such as robotics, with Ningbo Fangzheng Automotive Mould signing a strategic cooperation agreement to develop deep-sea robot components [4] - Zhejiang Rongtai Electric Equipment has made significant investments in humanoid robotics, acquiring stakes in companies to establish a foundation in precision transmission and intelligent equipment [4] - Jin Guo Co. is exploring the application of its "Avatar Ni Microalloy Material" in emerging fields like embodied intelligent robots, with plans for mass production by the end of the year [4] Group 4: Industry Synergies - The production of automotive parts and robotics shares technological similarities, allowing for rapid technology transfer during product development [5] - The established supply chain management capabilities and customer resources of automotive parts companies provide a natural advantage for entering the robotics sector [6] - Expanding into robotics can reduce reliance on the automotive industry, mitigate cyclical risks, and enhance long-term growth potential [6]

Core Points - The company has revised its articles of association, changing terms such as "shareholders' meeting" to "shareholders' assembly" and removing references to the "supervisory board" [1][2] - The company will seek authorization from the shareholders' assembly to handle business registration changes and related matters following the revisions [1] - The company plans to submit the revised articles of association for approval at the fourth extraordinary shareholders' assembly in 2025 [1] Management System Revisions - The company has updated its management systems in accordance with the revised articles of association and relevant laws [2] Supervisory Board Meeting - The 18th meeting of the fifth supervisory board was held on October 28, 2025, with all three supervisors present, confirming the meeting's legality [5] - The supervisory board approved the 2025 Q3 report, affirming its compliance with legal and regulatory standards [5][12] - The board also approved a proposal for the company and its subsidiaries to engage in asset pool business, aimed at enhancing asset efficiency and reducing funding costs [7][21] Board of Directors Meeting - The 23rd meeting of the fifth board of directors was convened on October 28, 2025, with all seven directors present [11] - The board approved the 2025 Q3 report, confirming its accuracy and compliance with regulations [12][13] - The board also approved the proposal to revise the articles of association and several management systems, which will be submitted for shareholder approval [15][18] - A proposal to hold the fourth extraordinary shareholders' assembly in 2025 was also approved [24]

Core Viewpoint - The company has approved the establishment of an asset pool business to enhance the efficiency of its financial assets and reduce funding costs, with a total amount not exceeding RMB 80 million [7][8][12]. Financial Data - The third-quarter financial statements are unaudited, and the report period refers to the three months from the beginning to the end of the quarter [3][6]. - The company has not reported any significant changes in major accounting data and financial indicators [5]. Asset Pool Business Overview - The asset pool business aims to provide a comprehensive financial service platform for managing and utilizing financial assets, including deposits, bonds, funds, and receivables [8][14]. - The business will involve cooperation with reputable commercial banks that are not related to the company [9]. Purpose of Asset Pool Business - The asset pool will allow the company to convert less liquid receivables into working capital, improving profitability and solvency [14]. - The funds obtained through pledging assets can be used for reinvestment and expansion, thereby enhancing the company's financial condition [14]. Risk Management - The company has outlined measures to control liquidity risks associated with the asset pool business, including tracking and managing receivables and ensuring timely audits [15][19]. Decision-Making Process - The board of directors has authorized the chairman or their designee to make decisions regarding the asset pool business, including selecting banks and determining specific limits and guarantees [16][18]. Shareholder Meeting - A temporary shareholder meeting is scheduled for November 13, 2025, to discuss and vote on the asset pool business and other related matters [21][23].

Core Viewpoint - The automotive parts industry in A-shares is experiencing positive growth, driven by the recovery of the global automotive market and the increasing popularity of new energy vehicles, with over 60% of listed companies reporting a year-on-year increase in net profit for the first three quarters of 2025 [1] Group 1: Industry Performance - As of the latest reports, 129 listed companies in the automotive parts sector have disclosed their Q3 results, with 80 companies showing a year-on-year increase in net profit [1] - Companies such as Zhejiang Jingu Co., Ltd. and Fuyao Glass Industry Group Co., Ltd. reported both revenue and net profit growth in the first three quarters of this year, with 8 companies achieving a net profit growth rate exceeding 100% [1] - The demand for new energy vehicles is a key factor driving the positive performance of automotive parts companies, with significant increases in orders and revenue reported by companies like Jiangsu Bojun Industrial Technology Co., Ltd. [2] Group 2: Technological Transformation - The industry's shift towards intelligent transformation is contributing to new growth, as seen in Zhejiang Shibao Co., Ltd., which reported a 35.44% year-on-year increase in revenue, benefiting from trends in electrification and globalization [3] Group 3: Expansion into Robotics - Automotive parts companies are increasingly focusing on emerging fields such as robotics, with several companies entering strategic partnerships to develop robotic components for various applications [4] - Zhejiang Rongtai Electric Equipment Co., Ltd. has made significant investments in humanoid robotics, acquiring stakes in companies to enhance its capabilities in precision transmission and intelligent equipment [4] - The move into robotics is seen as a way to reduce dependence on the automotive sector and mitigate industry cycle risks, while also providing opportunities for growth and transformation [5]

Core Insights - The company reported a revenue of 699,216,859.91 yuan for the third quarter of 2025, representing a year-on-year growth of 21.07% [1] - The net profit attributable to shareholders of the listed company was 27,056,940.66 yuan, showing a significant year-on-year increase of 158.24% [1] Financial Performance - Revenue for Q3 2025: 699.22 million yuan, up 21.07% year-on-year [1] - Net profit for Q3 2025: 27.06 million yuan, up 158.24% year-on-year [1]

Group 1 - China Satellite reported a net profit of 14.81 million yuan for the first three quarters, marking a turnaround from losses, with a revenue of 3.102 billion yuan, up 85.28% year-on-year [1] - SAIYANG Technology signed a contract worth 533 million yuan for Airbus A320 series aircraft transport tooling, effective until 2038 [1] - Zhongwei Semiconductor achieved a net profit of 152 million yuan, a 36.78% increase year-on-year, with a revenue of 773 million yuan, up 19.03% [2] Group 2 - Jiao Cheng Ultrasonic reported a net profit of 94.03 million yuan, a significant increase of 359.81% year-on-year, with a revenue of 521 million yuan, up 27.53% [3] - Keda Li's net profit grew by 16.55% year-on-year to 1.185 billion yuan, with a revenue of 10.603 billion yuan, up 23.41% [3] - Ningbo Huaxiang's net profit fell by 87.68% to 88.73 million yuan, despite a revenue increase of 5.88% to 19.224 billion yuan [4] Group 3 - Mingzhi Electric reported a net profit of 49.84 million yuan, a 5.43% increase year-on-year, with a revenue of 2.043 billion yuan, up 11.66% [6] - Xianda Co. achieved a net profit of 196 million yuan, a staggering increase of 3064.56% year-on-year, with a revenue of 2.008 billion yuan, up 6.11% [7] - Longxin General's net profit rose by 75.45% to 1.577 billion yuan, with a revenue of 14.557 billion yuan, up 19.14% [8] Group 4 - Hainan Highway reported a net loss of 10.63 million yuan, despite a revenue increase of 133.41% to 314 million yuan [9] - Zhongci Electronics achieved a net profit of 443 million yuan, a 20.07% increase year-on-year, with a revenue of 2.143 billion yuan, up 13.62% [11] - Hangyang Co. reported a net profit of 757 million yuan, a 12.14% increase year-on-year, with a revenue of 11.428 billion yuan, up 10.39% [12] Group 5 - Yuanli Technology's net profit decreased by 2.89% to 152 million yuan, with a revenue of 1.654 billion yuan, down 3.69% [13] - Guihang Co. reported a net profit of 118 million yuan, a slight increase of 0.77%, with a revenue of 1.870 billion yuan, up 8.65% [14] - Haixing Co. achieved a net profit of 147 million yuan, a 41.41% increase year-on-year, with a revenue of 1.711 billion yuan, up 21.45% [16] Group 6 - Weiteng Electric reported a net profit decline of 87.47% to 13.66 million yuan, with a revenue of 2.597 billion yuan, down 5.40% [18] - Tiancai Control achieved a net profit of 50.33 million yuan, a 91.73% increase year-on-year, with a revenue of 1.855 billion yuan, up 27.3% [20] - Hangzhi Qianjin reported a net profit of 207 million yuan, a 9.59% increase year-on-year, with a revenue of 1.730 billion yuan, up 5.39% [21] Group 7 - Suli Co. reported a net profit of 139 million yuan, a remarkable increase of 1522.38%, with a revenue of 2.064 billion yuan, up 25.39% [23] - Sanqi Interactive achieved a net profit of 2.345 billion yuan, a 23.57% increase year-on-year, with a revenue of 12.461 billion yuan, down 6.59% [24] - Yongjie New Materials reported a net profit of 309 million yuan, a 30.99% increase year-on-year, with a revenue of 7.020 billion yuan, up 20.01% [26] Group 8 - Kang Enbei achieved a net profit of 584 million yuan, a 12.65% increase year-on-year, with a revenue of 4.976 billion yuan, up 1.27% [28] - Zhongyuan Highway reported a net profit of 961 million yuan, a 16.78% increase year-on-year, with a revenue of 4.888 billion yuan, up 3.89% [30] - Hunan Gold achieved a net profit of 1.029 billion yuan, a 54.28% increase year-on-year, with a revenue of 41.194 billion yuan, up 96.26% [32] Group 9 - Huadong Pharmaceutical reported a net profit of 2.748 billion yuan, a 7.24% increase year-on-year, with a revenue of 32.664 billion yuan, up 3.77% [33] - Dongyangguang achieved a net profit of 906 million yuan, a significant increase of 189.80%, with a revenue of 10.970 billion yuan, up 23.56% [35] - Xinrui Technology reported a net loss of 62.62 million yuan, despite a revenue increase of 28.02% to 1.672 billion yuan [37] Group 10 - Jiabiyou achieved a net profit of 129 million yuan, a 54.18% increase year-on-year, with a revenue of 428 million yuan, up 10.56% [38] - Ruifeng New Materials reported a net profit of 574 million yuan, a 14.85% increase year-on-year, with a revenue of 2.551 billion yuan, up 10.87% [39] - Zhongfu Industrial achieved a net profit of 1.187 billion yuan, a 63.25% increase year-on-year, with a revenue of 16.633 billion yuan, down 0.60% [40] Group 11 - Aohai Technology reported a net profit of 359 million yuan, a 19.32% increase year-on-year, with a revenue of 5.188 billion yuan, up 14.14% [41] - Kangzhong Medical announced a share transfer plan involving 5.33% of its shares due to shareholder funding needs [43] - Hualing Steel plans to invest 512 million yuan in a new continuous casting project [44]