证券代码：603097 证券简称：江苏华辰 债券代码：113695 债券简称：华辰转债 江苏华辰变压器股份有限公司 "华辰转债"2025 年第一次债券持有人会议 会议资料 2025 年 9 月 5 日 | | | | "华辰转债"2025 | 年第一次债券持有人会议须知 | 2 | | --- | --- | --- | | "华辰转债"2025 | 年第一次债券持有人会议议程 | 4 | | 议案一 | 关于吸收合并全资子公司的议案 | 6 | 江苏华辰变压器股份有限公司 "华辰转债"2025 年第一次债券持有人会议须知 为充分尊重江苏华辰变压器股份有限公司（以下简称"公司"）全体债券持有人的 合法权益，确保本次债券持有人会议的顺利进行，根据《中华人民共和国公司法》，公 司《向不特定对象发行可转换公司债券募集说明书》和公司《可转换公司债券持有人会 议规则》等有关规定，特制定本须知： 一、公司董事会具体负责会议相关程序性事宜。务请符合本次会议出席资格的相关 人员准时到场签到并参加会议，在会议主持人宣布现场出席会议的债券持有人和债券持 有人代表人数及所持或者代表的本期可转债张数总额之前，会议现场登记即告终止。 ...

Group 1 - The company is holding the first bondholders' meeting for "Hua Chen Convertible Bonds" in 2025 to respect the rights of all bondholders and ensure the smooth conduct of the meeting [1][4] - The meeting will allow bondholders to express their opinions, ask questions, and vote on various proposals, with specific rules for speaking and voting outlined [2][3][8] - The company will absorb its wholly-owned subsidiary, Xuzhou Qinen Electric Equipment Co., Ltd., to optimize resource allocation and reduce management costs, with the merger approved by the board of directors [5][9] Group 2 - Xuzhou Qinen Electric Equipment Co., Ltd. has a registered capital of 5 million yuan and reported revenues of 707.88 million yuan and a net profit of 68.19 million yuan for the first half of 2025 [6] - The merger will not change the company's registered capital, name, or management structure, and the financial results of the subsidiary are already included in the company's consolidated financial statements [7][9] - The purpose of the merger is to enhance operational efficiency and will not adversely affect the company's normal operations or the interests of shareholders, particularly minority shareholders [9]

Core Viewpoint - Jiangsu Huachen (603097) reported strong financial performance for the first half of 2025, with significant increases in revenue and net profit, while facing challenges in profit margins and rising accounts receivable [1]. Financial Performance Summary - Total revenue reached 938 million yuan, a year-on-year increase of 40.46% [1] - Net profit attributable to shareholders was 47.27 million yuan, up 18.37% year-on-year [1] - The second quarter saw total revenue of 649 million yuan, a 55.6% increase year-on-year, and net profit of 26.61 million yuan, up 58.12% [1] - Gross margin decreased to 16.84%, down 26.37% year-on-year, while net margin fell to 4.99%, down 16.29% [1] - Total operating expenses were 72.81 million yuan, accounting for 7.76% of revenue, a decrease of 26.75% year-on-year [1] - Earnings per share increased to 0.29 yuan, a rise of 16.0% year-on-year [1] Balance Sheet Changes - Cash and cash equivalents increased significantly by 787.69% due to the issuance of convertible bonds [1] - Accounts receivable rose by 31.28%, reaching 1.066 billion yuan [1] - Interest-bearing debt surged by 95.76%, totaling 874 million yuan [1] - The company reported a 44.43% increase in long-term borrowings due to new project financing [6] Operational Insights - The company is actively expanding its market presence in the renewable energy sector, focusing on wind, solar, energy storage, and charging facilities [9] - The increase in operating costs was 51.45%, correlating with the rise in revenue [10] - The net cash flow from operating activities improved by 79.53%, attributed to increased cash receipts from sales [10] Business Model and Financial Health - The company's return on invested capital (ROIC) was 7.35%, indicating average capital returns [11] - The business model relies heavily on marketing-driven strategies, necessitating further analysis of underlying drivers [12] - Concerns regarding cash flow and debt levels were raised, with a cash-to-current liabilities ratio of 70.1% [13]

Core Viewpoint - Jiangsu Huachen Transformer Co., Ltd. is convening the first bondholders' meeting for its convertible bonds, "Huachen Convertible Bonds," to discuss important resolutions regarding the bonds [2][3]. Group 1: Meeting Details - The bondholders' meeting is scheduled for September 5, 2025, at 9:00 AM, to be held at the company's conference room [3][4]. - The meeting will allow both on-site and remote voting, with a requirement that over half of the outstanding bondholders must agree for resolutions to be valid [2][4]. - The bond registration date is set for August 29, 2025, and all registered bondholders are entitled to attend the meeting [4][5]. Group 2: Bond Issuance Information - The company has received approval from the China Securities Regulatory Commission to issue 4,600,000 convertible bonds, each with a face value of RMB 100, totaling RMB 46 million, with a term of 6 years [3]. - The bonds will be listed on the Shanghai Stock Exchange starting July 10, 2025, under the code "113695" [3]. Group 3: Voting Procedures - Bondholders must register for the meeting between 9:00-11:30 AM and 2:00-6:00 PM on August 30, 2025, through direct delivery, mail, or email [5]. - Voting will be conducted via a named ballot, and duplicate votes will be disregarded, with the first valid vote counted [4][5].

Core Viewpoint - Jiangsu Huachen reported significant growth in revenue and net profit for the first half of 2025, indicating strong financial performance and operational efficiency [2] Financial Performance - The company achieved operating revenue of 938,262,170.25 yuan, representing a year-on-year increase of 40.46% [2] - The net profit attributable to shareholders was 47,272,242.45 yuan, reflecting a year-on-year growth of 18.37% [2]

Market Overview - The Shanghai Composite Index is at 3781.13 points, above the six-month moving average, with a change of 0.40% [1] - The total trading volume of A-shares is 1,193.075 billion yuan [1] Stocks Breaking the Six-Month Moving Average - A total of 40 A-shares have surpassed the six-month moving average today [1] - Notable stocks with significant deviation rates include: - Hengtuo Kaiyuan (8.48%) - Jiangsu Huachen (5.21%) - *ST Guandian (4.26%) [1] Stocks with Smaller Deviation Rates - Stocks with smaller deviation rates that have just crossed the six-month moving average include: - Shenyang Machine Tool - Zhongyuan Expressway - Baoxiniang [1] Performance of Selected Stocks - Hengtuo Kaiyuan: Today's increase of 11.62%, turnover rate of 10.98%, six-month moving average at 17.27 yuan, latest price at 18.73 yuan [1] - Jiangsu Huachen: Today's increase of 5.74%, turnover rate of 4.23%, six-month moving average at 22.24 yuan, latest price at 23.40 yuan [1] - *ST Guandian: Today's increase of 4.31%, turnover rate of 1.05%, six-month moving average at 5.10 yuan, latest price at 5.32 yuan [1]

Core Insights - Jiangsu Huachen (603097.SH) reported a total operating revenue of 938 million yuan and a net profit attributable to shareholders of 47.27 million yuan for the first half of 2025 [2] - The company experienced a negative cash flow from operating activities amounting to -24.44 million yuan [2] Financial Performance - The latest debt-to-asset ratio stands at 65.74%, which is an increase of 9.56 percentage points from the previous quarter and an increase of 17.24 percentage points year-on-year [4] - The gross profit margin is reported at 16.84%, reflecting a decrease of 3.49 percentage points from the previous quarter and a decrease of 6.44 percentage points year-on-year [4] - The return on equity (ROE) is recorded at 4.28% [4] Earnings and Ratios - The diluted earnings per share (EPS) is 0.29 yuan [5] - The total asset turnover ratio is 0.33 times, which is a decrease of 0.03 times compared to the same period last year, representing a year-on-year decline of 8.59% [5] - The inventory turnover ratio is reported at 1.58 times [5] Shareholder Structure - The number of shareholders is 19,300, with the top ten shareholders holding a total of 122 million shares, accounting for 74.37% of the total share capital [5] - The largest shareholder, Zhang Xiaojin, holds 51.08% of the shares [5]

Core Insights - Jiangsu Huachen (603097.SH) reported a total operating revenue of 938 million yuan for the first half of 2025, an increase of 270 million yuan compared to the same period last year, marking a 40.46% year-on-year growth [1] - The net profit attributable to shareholders reached 47.27 million yuan, up by 7.34 million yuan from the previous year, reflecting an 18.37% year-on-year increase [1] - The company experienced a net cash outflow from operating activities of 24.44 million yuan, which is an improvement of 94.97 million yuan compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio stands at 65.74% [3] - The gross profit margin is reported at 16.84% [3] - The return on equity (ROE) is 4.28%, an increase of 0.16 percentage points from the previous year [3] - The diluted earnings per share (EPS) is 0.29 yuan, an increase of 0.04 yuan year-on-year, representing a 16.23% growth [3] - The total asset turnover ratio is 0.33 times [3] - The inventory turnover ratio is 1.58 times, an increase of 0.02 times year-on-year, reflecting a 1.24% growth [3] Shareholder Structure - The number of shareholders is reported at 19,300, with the top ten shareholders holding a total of 122 million shares, accounting for 74.37% of the total share capital [3] - The largest shareholder is Zhang Xiaojin, holding 51.0 million shares [3] - Other notable shareholders include Zhang Xiaobao (9.73 million shares) and Zhang Chenchen (4.87 million shares) [3]

Core Insights - Jiangsu Huachen (603097) reported significant growth in its 2025 semi-annual performance, with operating revenue reaching 938 million yuan, a year-on-year increase of 40.46% [1] - The company's net profit attributable to shareholders was 47.27 million yuan, up 18.37% year-on-year, while the net profit excluding share-based payment effects was 55.88 million yuan, reflecting a 40.37% increase [1] - The basic earnings per share rose to 0.29 yuan, marking a 16.23% year-on-year growth [1] Financial Performance - In Q2, the company achieved operating revenue of 649 million yuan, a substantial quarter-on-quarter increase of 124.57% [1] - The net profit attributable to shareholders for Q2 was 26.61 million yuan, with a quarter-on-quarter growth of 28.73% [1] Business Strategy - Jiangsu Huachen is a national high-tech enterprise specializing in the R&D, production, and sales of power distribution and control equipment [1] - The company is capitalizing on the rapid development of the new energy power equipment industry, focusing on capacity upgrades and global expansion as dual drivers for strategic breakthroughs [1] New Energy Sector Growth - The revenue share from the new energy sector has rapidly increased from 28.51% in H1 2023 to 50.98% in H1 2025 [1] New Project Development - To support the ongoing expansion of its new energy business, the company is accelerating the construction of a new project in the new energy power equipment industrial base, covering approximately 284 acres with a total investment of about 2 billion yuan [2] - The project will be implemented in two phases, with the first phase involving an investment of 829 million yuan and a construction area of about 104,000 square meters, expected to take two years [2] - Upon reaching full production, the project will add annual capacities of 10.56 million kVA for dry-type transformers, 15.84 million kVA for oil-immersed transformers, 3,360 units for box-type substations, and 9,000 units for transformer oil tanks [2] Financing and Market Expansion - The company issued 4.6 million convertible bonds during the reporting period, raising 460 million yuan to support the new project, indicating market recognition of its new energy strategy [2] - Jiangsu Huachen plans to optimize its overseas market strategy, focusing on Southeast Asia, the Middle East, Europe, Africa, and the Americas, by forming multilingual, multifunctional overseas teams and participating in international exhibitions [2]

Core Viewpoint - Jiangsu Huachen (603097) reported significant growth in its 2025 semi-annual performance, driven by the rapid development of the new energy power equipment industry and strategic capacity upgrades [2][3] Financial Performance - The company's revenue reached 938 million yuan, a year-on-year increase of 40.46% [2] - Net profit attributable to shareholders was 47.22 million yuan, up 18.37% year-on-year [2] - Net profit excluding share-based payment effects was 55.88 million yuan, reflecting a 40.37% year-on-year growth [2] - Basic earnings per share were 0.29 yuan, an increase of 16.23% year-on-year [2] - In Q2, the company achieved revenue of 649 million yuan, a quarter-on-quarter increase of 124.57% [2] - Q2 net profit was 26.61 million yuan, up 28.73% quarter-on-quarter [2] Business Strategy - Jiangsu Huachen is a national high-tech enterprise specializing in the R&D, production, and sales of power distribution and control equipment [2] - The company has significantly increased its revenue share from the new energy sector, rising from 28.51% in H1 2023 to 50.98% in H1 2025 [2] New Projects and Investments - The company is accelerating the construction of a new project in the new energy power equipment industrial base, covering approximately 284 acres with a total investment of about 2 billion yuan [3] - The project will be implemented in two phases, with the first phase involving an investment of 829 million yuan and a construction area of about 104,000 square meters [3] - Upon reaching full production, the project will add annual capacities of 10.56 million kVA for dry-type transformers, 15.84 million kVA for oil-immersed transformers, 3,360 units for box substations, and 9,000 units for transformer oil tanks [3] - Partial production is expected to commence in the second half of 2025, enhancing market responsiveness and supply chain advantages [3] Financing and Market Expansion - The company issued 4.6 million convertible bonds, raising 460 million yuan to support the new project [3] - This financing reflects market recognition of the company's strategic layout in the new energy sector [3] - Jiangsu Huachen plans to optimize its overseas market strategy, focusing on Southeast Asia, the Middle East, Europe, Africa, and the Americas [3] - The company aims to establish multilingual, composite overseas teams and actively participate in international exhibitions to accelerate the localization of its operations [3]