浙江正裕工业股份有限公司 第五届董事会第二十五次会议决议公告 证券代码：603089 证券简称：正裕工业 公告编号：2026-004 本公司董事会及全体董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个别及连带责任。 一、董事会会议召开情况 浙江正裕工业股份有限公司（以下简称"公司"）第五届董事会第二十五次会 议通知和文件于 2026 年 2 月 2 日以电话、邮件方式送达公司全体董事，会议于 2026 年 2 月 5 日在公司会议室以现场结合通讯表决方式召开。 会议应出席董事 7 人，实际出席董事 7 人。会议由董事长郑念辉先生召集并 主持，公司高级管理人员列席会议。本次会议的召集、召开及表决程序符合《中 华人民共和国公司法》等法律、法规、规范性文件以及《浙江正裕工业股份有限 公司章程》的有关规定。 台州玉信精密机械有限公司（以下简称"玉信公司"）系本公司参股公司， 公司持有其 20%股权。为配合玉信公司整体发展规划及实际经营需要，进一步优 化资源配置、提升资金使用效率，全体股东拟按各自持有比例进行等比例减资， 合计减少认缴出资 4, 900.00 万元 ...

Group 1 - The company Zhengyu Industrial held its 25th meeting of the 5th board of directors on February 5, 2026, to discuss the proposal regarding the authorization for issuing stocks to specific targets [1] - The meeting was conducted in a hybrid format, combining in-person attendance with remote voting [1] Group 2 - The article highlights the issue of elderly individuals living alone in China, with millions affected, and discusses the concept of intended guardianship that has been present in the country for 14 years but still faces implementation challenges [1]

Group 1 - The core viewpoint of the article is that Zhengyu Industrial (603089) expects a significant increase in net profit for the year 2025, projecting a range of 98 million to 138 million yuan, which represents a year-on-year increase of 37.13% to 93.11% compared to the previous year's profit of 71.46 million yuan [1]

Core Viewpoint - Zhengyu Industrial (603089.SH) expects a significant increase in net profit for the year 2025, projecting a range of 98 million to 138 million yuan, which represents a year-on-year increase of 37.13% to 93.11% compared to the previous year's net profit of 71.4632 million yuan [1] Financial Performance - The company anticipates net profit attributable to shareholders of the parent company to be between 98 million and 138 million yuan for 2025 [1] - This projection indicates an increase of 26.5368 million to 66.5368 million yuan compared to the previous year's net profit [1] - The expected growth rate in net profit is between 37.13% and 93.11% year-on-year [1]

Core Viewpoint - Zhengyu Industrial (603089.SH) expects a significant increase in net profit for the year 2025, with projections ranging from 98 million to 138 million yuan, representing a year-on-year growth of 37.13% to 93.11% [1] Financial Performance - The company anticipates a net profit attributable to shareholders after deducting non-recurring gains and losses to be between 51 million and 76.5 million yuan for 2025 [1] - The release of production capacity is expected to drive a 20% increase in operating revenue compared to the previous year, contributing to overall profit growth [1] Strategic Actions - To enhance asset operation efficiency and improve cash flow, the company has transferred part of its land, factories, and ancillary facilities, which is expected to have a significant positive impact on net profit attributable to shareholders [1] - The combined effect of asset revitalization and production capacity release is projected to lead to a more than 50% increase in net profit attributable to shareholders compared to the same period last year [1]

Financial Performance Forecast - The company expects a net profit attributable to shareholders of the parent company for 2025 to be between 98 million and 138 million CNY, representing a year-on-year increase of 37.13% to 93.11% compared to 71.46 million CNY in the previous year[3]. - The expected net profit after deducting non-recurring gains and losses is projected to be between 51 million and 76.5 million CNY[4]. - The total profit for the previous year was 108.91 million CNY, with a net profit attributable to shareholders of the parent company of 71.46 million CNY[6]. Revenue and Profit Drivers - The company has achieved a revenue increase of approximately 20% year-on-year due to the further release of production capacity[7]. - The increase in net profit is significantly supported by the transfer of certain land, factories, and ancillary facilities to enhance asset operation efficiency and cash flow[7]. Audit and Accuracy of Forecast - The company has not yet had its performance forecast audited by a registered accountant, and no special statement has been issued regarding the appropriateness and prudence of the forecast[8]. - There are no major uncertainties affecting the accuracy of this performance forecast[8]. - The data provided is preliminary and the final financial figures will be disclosed in the official 2025 annual report[9].

Core Viewpoint - The company, Zhengyu Industrial, anticipates a significant increase in net profit for the year 2025, projecting a range of 98 million to 138 million yuan, which represents a year-on-year growth of 37.13% to 93.11% compared to the previous year [1] Financial Projections - The expected net profit attributable to the owners of the parent company for 2025 is estimated to be between 98 million and 138 million yuan [1] - The projected net profit, excluding non-recurring gains and losses, is forecasted to be between 51 million and 76.5 million yuan for the same period [1]

Core Viewpoint - The company plans to purchase machinery and equipment from Taizhou Yuxin Precision Machinery Co., Ltd. for a total price of RMB 44.063 million (excluding VAT), based on assessed market value [1][3][12]. Summary by Sections 1. Overview of Related Transactions - The transaction aims to enhance the company's self-production capabilities for core components, specifically for producing piston rods used in automotive suspension systems [3]. - The purchase price is determined based on an asset evaluation conducted by Kunyuan Asset Appraisal Co., Ltd., with a valuation date of November 30, 2025 [3][8]. 2. Transaction Details - The transaction has been approved by the company's board and relevant committees, with a unanimous vote of 7 in favor [4]. - The transaction does not require shareholder approval as it does not exceed 5% of the company's latest audited net assets [4][19]. 3. Seller Information - Taizhou Yuxin is a subsidiary in which the company holds a 20% stake, and the transaction is treated as a related party transaction for prudence [5]. 4. Asset Information - The assets being purchased include various machinery such as centerless grinders and CNC lathes, which are essential for producing piston rods [6][7]. - The assets have a clear ownership status with no encumbrances or legal disputes affecting the transfer [6]. 5. Financial Information of the Assets - The original value of the assets is RMB 56.3712 million, with accumulated depreciation of RMB 15.7501 million as of the evaluation date [7]. 6. Pricing and Valuation - The transaction price of RMB 44.063 million is based on the asset evaluation and is deemed fair and reasonable, with no discrepancies between the transaction price and the assessed value [12]. 7. Contractual Details - The payment structure includes an initial 20% payment within 5 working days of signing, followed by 30% upon asset delivery and acceptance, and the remaining 50% within three months after delivery [14]. 8. Impact on the Company - The acquisition is expected to improve production efficiency and reduce costs, thereby benefiting the company's financial health without adversely affecting shareholder interests [18]. - The transaction will not lead to management changes or competitive conflicts within the industry [18].

Group 1 - Honghe Technology's main product, electronic-grade glass fiber cloth, is one of the basic materials for PCB [1] - *ST Bio has terminated the planning of a major asset restructuring [1] - Dongpeng Beverage plans to invest 1.1 billion yuan in the "Dongpeng Beverage Chengdu Production Base Project" [1] - AudioFly Storage has won the equipment procurement project for Jingdezhen Art Vocational University [1] - ShenNan Electric A expects a net profit growth of 584.66% to 721.59% year-on-year in 2025 [1] - Shuihui Supermarket plans to sell 28.095% of its stake in Yunjin Technology to Paihui Technology [1] - Hengyi Petrochemical intends to repurchase shares worth 500 million to 1 billion yuan [1] - Mongolian Grass Ecology's actual controller Wang Zhaoming plans to reduce his stake by no more than 2.3311% [1] - Jiangsu Yinglian Recycled Fluid has signed a "Joint Laboratory Strategic Agreement" with LG Chem [1] - Lizhong Group has received a fixed-point notification for an aluminum alloy wheel project from a client [1] Group 2 - Hengyi Petrochemical plans to repurchase shares worth 500 million to 1 billion yuan [2] - Yinglian shares' subsidiary has signed a "Joint Laboratory Strategic Agreement" with LG Chem [2] - Yunyi Electric plans to repurchase shares worth 100 million to 150 million yuan [2] - Xiduan Pharmaceutical intends to repurchase shares worth 25 million to 50 million yuan [2] - Junchen Technology's controlling partner plans to reduce its stake by no more than 2.94% [2] - Green Alliance Technology's cybersecurity fund plans to reduce its stake by no more than 3% [2] - Mongolian Grass Ecology's actual controller Wang Zhaoming plans to reduce his stake by no more than 2.3311% [2] - Yunyi Electric's chairman and general manager Fu Hongling plans to increase his stake by 30 million to 60 million yuan [2] - Lizhong Group has received a fixed-point notification for an aluminum alloy wheel project from a client [2]

2026 年 1 月 20 日 | 报告编码: | 3333020001202600052 | | --- | --- | | 合同编号: | H-HZ25-001624 | | 报告类型: | 法定评估业务资产评估报告 | | 报告文号: | 坤元评报(2026) 24号 | | 报告名称: | 浙江正裕工业股份有限公司拟收购台州玉信精密机械有限公司部 分资产价值评估项目资产评估报告 | | 评估结论: | 44,063,000.00元 | | 评估报告日: | 2026年01月20日 | | 评估机构名称: | 坤元资产评估有限公司 | | 签名人员: | 潘华锋 (资产评估师) 正式会员 编号:33050001 | | | 马龙 (资产评估师) 正式会员 编号:33180024 | | | 潘华锋、马龙已实名认可 | 本资产评估报告依据中国资产评估准则编制 浙江正裕工业股份有限公司拟收购 台州玉信精密机械有限公司 部分资产价值评估项目 资 产 评 估 报 告 坤元评报〔2026〕24 号 （共一册 第一册） 坤元资产评估有限公司 | 声 | 明 1 | | | --- | --- | --- | | | ...