广东松发陶瓷股份有限公司 2024年年度股东大会决议公告 证券代码：603268 证券简称：*ST 松发 公告编号：2025 临-044 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法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 5 月 19 日 (二)股东大会召开的地点：广东省潮州市枫溪镇如意路工业区 C2-2 号楼四楼会 议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 98 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 79,244,148 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股份 | 63.8197 | | 总数的比例（%） | | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 审议结果：通过 表决情况： | 股东类 | 同意 | | 反对 | | 弃权 | | | --- | --- | --- | ...

证券代码：603268 证券简称：*ST松发 公告编号：2025临-045 广东松发陶瓷股份有限公司 第六届董事会第九次会议决议公告 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 广东松发陶瓷股份有限公司（以下简称"公司""松发股份"）第六届董事会 第九次会议于 2025 年 5 月 19 日以通讯方式召开。本次会议由董事长卢堃先生召 集和主持。本次会议应出席董事 8 人，实际出席董事 8 人；公司监事和高级管理 人员列席本次会议。本次会议的召开符合有关法律、行政法规、部门规章和《公 司章程》的规定，会议形成的决议合法、有效。 1 本次交易的安排，增资完成后，公司将通过转让所持有的松发品牌家居 100%股 权方式进行置出资产交割。 | 增资前注册资本 | 增资后注册资 | 增资资产 | 评估价值 | 评估报告编号 | | --- | --- | --- | --- | --- | | （万元） | 本（万元） | | （万元） | | | | | 松发股份截至 评估基准日（即 | | 《广东松发 ...

Summary of Conference Call Records Industry or Company Involved - The records primarily discuss the stock market trends, focusing on various sectors including military, technology, and shipping industries. Core Points and Arguments 1. **Market Sentiment and Trends**: The market is experiencing a strong sentiment recovery with high-level stocks attracting significant capital, indicating a potential continuation of this trend into the following week [2][8][10]. 2. **Sector Rotation**: There is a notable rotation among sectors, with technology stocks, particularly in AI and robotics, showing strong performance. The military sector is also highlighted as a key area of interest due to policy catalysts [3][9][12]. 3. **Regulatory Updates**: The China Securities Regulatory Commission has announced modifications to the management of major asset restructuring for listed companies, which may not lead to significant market movements but is seen as a positive development [2]. 4. **Individual Stock Performance**: Stocks like Ningbo Shipping and *ST Songfa are highlighted for their strong performance and potential due to recent developments, including restructuring and new contracts [5][8]. 5. **Investment Opportunities**: The records suggest a focus on stocks with strong fundamentals and those that are part of emerging trends, such as nuclear fusion and AI, which are expected to see increased demand and investment [6][9][12]. Other Important but Possibly Overlooked Content 1. **Military and AI Integration**: The integration of AI in military applications is emphasized as a significant trend that could reshape defense strategies and market dynamics [12]. 2. **Shipping Industry Developments**: The shipping sector is expected to see individual stocks perform well, particularly those that have recently secured contracts for new shipbuilding projects [5][8]. 3. **Market Volatility**: There is a cautionary note regarding the potential for market volatility as high-level stocks begin to show signs of profit-taking, which could lead to a more defensive market posture [10][11]. 4. **Emerging Technologies**: The records mention the importance of emerging technologies, such as quantum computing and advanced robotics, which are expected to drive future market growth [9][12]. This summary encapsulates the key insights from the conference call records, providing a comprehensive overview of the current market landscape and potential investment opportunities.

Group 1 - *ST Songfa has received approval from the China Securities Regulatory Commission for a major asset swap and share issuance to acquire 100% equity of Hengli Heavy Industry Group Co., Ltd [1] - The transaction includes three parts: asset swap, share issuance for asset purchase, and raising supporting funds not exceeding 4 billion yuan [1] - The estimated transaction price for the assets to be disposed of is 513 million yuan, while the assets to be acquired are valued at 8 billion yuan [1] Group 2 - The transaction aligns with China's "Shipbuilding Power" strategy and the "Two Reforms and Two Innovations" policy, focusing on high-end equipment safety capability construction [2] - Hengli Heavy Industry aims to build a world-class green shipbuilding and high-end equipment manufacturing base, having acquired STX (Dalian) assets for 2.11 billion yuan [2] - The Hengli Heavy Industry industrial park has commenced full operations, with additional investments of 9.2 billion yuan for the second phase project and 2 billion yuan for a supporting industrial park [2] Group 3 - Hengli Heavy Industry has the production capacity for high-end vessels, with expected revenue of 5.496 billion yuan and net profit of 301 million yuan in 2024 [3] - The company ranks fifth globally and fourth in China for new order volume in 2024, with a strong order backlog and optimistic market expectations [3] - The planned fundraising of up to 4 billion yuan will primarily support the construction of green high-end equipment manufacturing projects and an international ship research and design center [3]

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the merger and acquisition market for listed companies, supporting their transformation and upgrading through mergers and acquisitions [1][2]. Summary by Sections Major Modifications - The new "Restructuring Measures" introduces several first-time initiatives, including a simplified review process, adjusted regulatory requirements for issuing shares to purchase assets, a phased payment mechanism, and the introduction of private equity fund "reverse linkage" arrangements [4][5]. Key Changes 1. **Phased Payment Mechanism**: Establishes a mechanism for phased payment of shares for asset purchases, extending the registration decision validity period to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. 2. **Increased Regulatory Flexibility**: Adjusts the requirements for disclosing the benefits of transactions to focus on avoiding significant adverse changes in financial status and ensuring independence from major adverse impacts of related transactions [5]. 3. **Simplified Review Process**: Introduces a simplified review process for certain restructuring transactions, allowing the China Securities Regulatory Commission (CSRC) to make registration decisions within five working days [6]. 4. **Lock-up Period Rules**: Clarifies lock-up requirements for mergers between listed companies, setting a six-month lock-up for controlling shareholders of the acquired company and an 18-month lock-up for acquisitions [6]. 5. **Encouragement of Private Equity Participation**: Implements "reverse linkage" for private equity fund investment periods and lock-up periods, reducing lock-up durations for certain shareholders [7]. 6. **Adaptation to New Company Law**: Makes adjustments in line with the new Company Law and related regulations, including terminology updates and the removal of references to company supervisors [7]. Market Activity - Following the release of the "Restructuring Measures," the measures outlined in the "Six Opinions on Deepening the Reform of the Merger and Acquisition Market" have been fully implemented, significantly enhancing market activity. Over 1,400 asset restructuring announcements have been made, with major asset restructurings exceeding 160 [9][10]. - In 2024, the number of merger projects reviewed by the Shanghai and Shenzhen Stock Exchanges has increased, with 15 projects reviewed in total, and a 100% approval rate for the first half of 2025 [11][12]. Specific Case - *ST Songfa has received approval from the CSRC for a major asset restructuring involving the acquisition of 100% equity in Hengli Heavy Industry Group, aiming to enhance profitability and risk resistance [13].

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the listed company's merger and acquisition market, supporting transformation and upgrading through mergers and acquisitions [1][2]. Summary of Key Modifications - Establishment of a phased payment mechanism for share-based acquisitions, extending the registration decision validity to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. - Increased tolerance for changes in financial conditions, related party transactions, and competition, shifting the requirement to ensure no significant adverse changes occur [5]. - Introduction of a simplified review process for restructuring transactions, allowing for a decision within five working days without the need for review by the M&A committee [5]. Encouragement of Private Equity Participation - The revised measures encourage private equity funds to participate in mergers and acquisitions by linking investment periods to lock-up periods, reducing lock-up times for certain transactions [6]. Market Activity and Impact - Following the release of the revised measures, the M&A market has seen significant activity, with over 1,400 asset restructuring disclosures and a 1.4 times increase in planned asset restructurings compared to the previous year [7][8]. - The total amount of completed major asset restructuring transactions has exceeded 200 billion, marking an 11.6 times increase year-on-year [7]. Recent Approvals - Concurrently with the release of the revised measures, two major asset restructurings were approved by the China Securities Regulatory Commission, including *ST Songfa's acquisition of 100% equity in Hengli Heavy Industry Group [11].

Group 1 - The core viewpoint of the news is that Songfa Co., Ltd. is undergoing a significant transformation by acquiring 100% equity of Hengli Heavy Industry, marking a strategic shift towards becoming a leading green shipbuilding and high-end equipment manufacturing enterprise [1][2] - The transaction aligns with China's "Shipbuilding Power" strategy and the "Two New and Two Heavy" policy, emphasizing the development of high-end equipment safety capabilities [2] - Hengli Heavy Industry has established a strong competitive position with nearly 100 billion yuan in orders and breakthroughs in high-value ship types, positioning itself well for the global shipbuilding industry's upgrade [2][3] Group 2 - Hengli Heavy Industry's strategic actions reflect China's transition towards high-end, intelligent, and green manufacturing, showcasing significant investments in digital shipbuilding bases and advanced shipbuilding technologies [3] - The company has achieved a historic leap in large ship construction, evidenced by the successful development of a 30.6 million-ton VLCC oil tanker, marking a shift from technology catch-up to innovation leadership [3] - Hengli Heavy Industry's new order rankings indicate a restructuring of the global shipbuilding competitive landscape, with the company positioned as a key player in the industry [3] Group 3 - The successful entry of Hengli Heavy Industry into the capital market was supported by the Shanghai Stock Exchange's review center, which emphasized improving the business environment and service efficiency [4] - The review center's approach integrated rigorous auditing with regulatory services, demonstrating the advantages of the registration system in enhancing resource allocation efficiency [4] - This case serves as a benchmark for supporting hard technology enterprises and provides a reference for future strategic emerging industries seeking to go public [4]

Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. has received approval from the China Securities Regulatory Commission for a significant asset swap and share issuance to acquire 100% equity of Hengli Heavy Industry Group Co., Ltd., marking a substantial step towards the listing of a new private shipbuilding enterprise in China's shipbuilding industry [1][2][4]. Group 1: Transaction Details - The transaction involves Guangdong Songfa proposing to swap assets and issue shares to acquire equity from Suzhou Zhongkun Investment Co., Ltd., Suzhou Hengneng Supply Chain Management Co., Ltd., Hengneng Investment (Dalian) Co., Ltd., and Chen Jianhua [2][4]. - The China Securities Regulatory Commission has approved the issuance of 343,513,041 shares to Suzhou Zhongkun, 131,338,490 shares to Hengneng Investment (Dalian), 131,338,490 shares to Suzhou Hengneng, and 131,338,490 shares to Chen Jianhua, along with a fundraising of up to 4 billion yuan [2][4]. - The asset swap will see Songfa's assets valued at approximately 513.1 million yuan exchanged for 50% equity in Hengli Heavy Industry, which has an estimated value of 8 billion yuan [6]. Group 2: Financial Projections and Strategic Implications - Following the transaction, major stakeholders will hold significant shares: Zhongkun will have 39.86%, Hengneng Investment and Suzhou Hengneng will each hold 15.24%, and Chen Jianhua will also hold 15.24%, leading to a total of 89.93% ownership among these parties [4]. - The company aims to transition from daily ceramic manufacturing to focus on shipbuilding and high-end equipment, which is expected to enhance its profitability and align with shareholder interests [11]. - Hengli Heavy Industry is projected to achieve net profits of approximately 1.127 billion yuan, 1.641 billion yuan, and 2.063 billion yuan for the years 2025, 2026, and 2027, respectively, with a performance guarantee of at least 4.8 billion yuan over the three years [9][11]. Group 3: Fundraising and Project Allocation - The company plans to raise up to 4 billion yuan, which will be allocated to projects including the green high-end equipment manufacturing project and the international ship research and design center [8][9]. - The total investment for these projects is estimated at approximately 874.3 million yuan, with 350 million yuan allocated for the green equipment project and 50 million yuan for the research center [8].

Core Viewpoint - The merger and acquisition case involving *ST Songfa is seen as a benchmark for capital market support for industrial upgrades, marking the first approved cross-border acquisition following the new "six merger rules" in September 2024 [2] Group 1: Transaction Details - *ST Songfa plans to swap all its assets and liabilities, valued at 513 million yuan, for 50% equity in Hengli Heavy Industry, with the remaining 50% acquired through issuing shares at 10.16 yuan per share and raising 4 billion yuan, resulting in a total transaction value of 8 billion yuan [3] - The restructuring coincides with the release of revised merger regulations by the CSRC, which emphasizes support for listed companies to enhance quality and efficiency through mergers and acquisitions [3] - Hengli Heavy Industry's net asset book value was only 2.988 billion yuan as of September 30, 2024, yet it was appraised at 8 billion yuan, reflecting a 167.84% increase in value [5] Group 2: Financial Performance - Hengli Heavy Industry, which started its shipbuilding business in 2023, achieved a new order volume of 3.994 million deadweight tons, ranking ninth globally, with revenue soaring from 663 million yuan in 2023 to 5.496 billion yuan in 2024, and net profit skyrocketing 263 times to 301 million yuan [5][7] - The company's total liabilities increased significantly, with current liabilities rising from 4.094 million yuan in 2023 to 12.129 million yuan in 2024, and total liabilities reaching 155.955 million yuan [6] Group 3: Strategic Implications - The transaction is backed by a stringent profit guarantee, with Hengli Heavy Industry committing to a cumulative net profit of no less than 4.8 billion yuan from 2025 to 2027, requiring an average annual growth of over 60% from a 2024 baseline of 300 million yuan [8] - The restructuring approval aligns with an improved regulatory environment, including simplified review processes and relaxed restrictions on industry competition [8] - The case of *ST Songfa serves as an important model for the market, indicating that cross-border mergers with clear industrial logic and compliant targets are likely to receive support [9]

5月16日晚间，广东松发陶瓷股份有限公司发布《关于重大资产置换及发行股份购买资产并募集配套资金暨关联交易事项获 得中国证监会同意注册批复的公告》。该批复的取得，意味着备受业界关注的恒力重工集团有限公司上市一事又取得实质 性进展，中国造船业距离再添一家上市民营船企又进一步。 根据公告，松发股份拟以重大资产置换及发行股份购买资产的方式购买苏州中坤投资有限公司、苏州恒能供应链管理有限 公司、恒能投资（大连）有限公司及陈建华持有的恒力重工集团有限公司100%股权，并向不超过35名特定投资者发行股份 募集配套资金。 此次交易完成后，中坤投资将持有上市公司39.86%股份，恒能投资将持有上市公司15.24%股份，苏州恒能将持有上市公司 15.24%股份，陈建华将持有上市公司15.24%股份，恒力集团将持有上市公司4.34%股份，前述主体将合计持有上市公司 89.93%股份。通过本次交易，上市公司将战略性退出日用陶瓷制品制造行业，恒力重工将成为上市公司之全资子公司，主 营业务为船舶及高端装备的研发、生产及销售。 据了解，此次重大资产置换、发行股份购买资产互为前提，同时生效；募集配套资金以重大资产置换、发行股份购买资产 的成 ...