| 2025 年第二次临时股东大会会议须知 3 | | --- | | 2025 年第二次临时股东大会会议议程 5 | | 议案一《关于公司 2025 年半年度利润分配方案的议案》 6 | | 议案二《关于修订<公司章程》、取消监事会及废除监事会议事规则的议案》..7 | | 议案三《关于制定及修订部分管理制度的议案》 8 | 2025 年 9 月 1 山东金帝精密机械科技股份有限公司 2025 年第二次临时股东大会会议资料 目录 山东金帝精密机械科技股份有限公司 2025年第二次临时股东大会会议资料 2025 年第二次临时股东大会会议资料 股票简称：金帝股份 股票代码：603270 2 山东金帝精密机械科技股份有限公司 2025 年第二次临时股东大会会议资料 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，根据《中华人民共和国公司法》、《中华人民共和国证券法》、 中国证监会《上市公司股东大会规则》以及《山东金帝精密机械科技股份有限公 司章程》、《山东金帝精密机械科技股份有限公司股东大会议事规则》的相关规 定，特制定 2025 年第二 ...

Macro and Strategy - The report discusses the internal tension between investment and consumption in China's economy, highlighting that the concentration of capital income among high-income groups leads to a low marginal propensity to consume, which is a primary source of investment [10][11] - It emphasizes that the imbalance between capital income and consumption demand has resulted in a continuous rise in China's capital-output ratio and a decline in capital return rates, making investment-driven growth unsustainable [10][11] Industry and Company - The automotive industry saw a 12% year-on-year increase in wholesale sales of passenger vehicles from August 1 to 24, 2025, with the collaboration between Huawei and SAIC for the H5 model opening for pre-orders [14][15] - The media and internet sector reported a 2.99% increase in industry performance, with OpenAI launching the GPT-Realtime voice model and the summer box office surpassing 11.8 billion yuan [18][21] - The public utility and environmental protection sector is focusing on the ongoing construction of a national carbon market, which is expected to drive urban green and low-carbon transformation [22][23] - The fluorochemical industry is experiencing a price increase in mainstream refrigerants, with R32 and R134a expected to see stable price growth due to limited supply and strong demand [25][29] - Yili Group reported a 5.9% year-on-year increase in revenue for Q2 2025, with improvements in profitability driven by a decrease in raw milk prices and better cost management [31][33] - Huadian International's revenue decreased by 8.98% in H1 2025 due to lower electricity prices and generation, but net profit increased by 13.15% due to reduced fuel costs [34]

Investment Rating - The investment rating for the company is "Outperform the Market" [5][21]. Core Views - The company achieved a revenue of 835 million yuan in the first half of 2025, representing a year-on-year growth of 40.57%, and a net profit of 76 million yuan, with a year-on-year increase of 32.86% [1][8]. - The company is actively expanding into new product areas, particularly in low-altitude and humanoid robotics, with significant growth in its precision component business and strong performance in the new energy and wind power sectors [2][3]. Financial Performance - In the first half of 2025, the company's gross margin was 28.84%, and net margin was 9.10%, showing slight declines of 1.72 and 0.60 percentage points year-on-year, respectively [1]. - The company’s precision component business generated revenue of 340 million yuan, up 41.67% year-on-year, while the revenue from bearing retainers and accessories reached 427 million yuan, growing by 43.86% [2]. - The company forecasts net profits of 161 million yuan, 236 million yuan, and 302 million yuan for 2025, 2026, and 2027, respectively, with corresponding PE ratios of 37, 25, and 20 times [3][4]. Product Development - The company is focusing on developing new products such as electric motor rotors for low-altitude flying vehicles and humanoid robots, currently in the sample verification stage [2]. - The revenue from the new energy electric drive rotor series products surged by 330.98% year-on-year, indicating strong market demand [2]. Market Position - The company is recognized as a champion in the bearing retainer manufacturing industry, with a stable growth trajectory in its core business [3]. - The company’s self-developed eVTOL motor assembly has passed customer testing, positioning it well to benefit from trends in humanoid robot mass production and the low-altitude economy [3].

Core Insights - Company Jin Di Co., Ltd. reported a significant increase in revenue and net profit for the first half of 2025, with total revenue reaching 835 million yuan, a year-on-year increase of 40.57%, and net profit attributable to shareholders at 75.93 million yuan, up 32.86% [1] - The company's gross margin decreased to 28.86%, down 5.61% year-on-year, while the net profit margin also fell to 8.91%, down 6.27% year-on-year [1] - The accounts receivable increased significantly, with a year-on-year growth of 50.63%, raising concerns about cash flow and debt management [1][2] Financial Performance - In Q2 2025, the company achieved total revenue of 453 million yuan, a 41.22% increase year-on-year, and net profit of 37.26 million yuan, up 31.04% [1] - The company's return on invested capital (ROIC) for the previous year was 3.97%, indicating weak capital returns, with a historical median ROIC of 13.28% since its listing [2] - The total expenses for sales, management, and finance amounted to 84.19 million yuan, accounting for 10.09% of revenue, which is a decrease of 12.54% year-on-year [1] Cash Flow and Debt Management - The company's cash flow situation is concerning, with cash and cash equivalents representing only 6.81% of total assets and 25.39% of current liabilities [2] - The interest-bearing debt ratio has reached 23.21%, and the total interest-bearing debt to the average operating cash flow over the past three years is 1994.41% [2] - The accounts receivable to profit ratio has reached 736.23%, indicating potential liquidity issues [3] Business Operations - The company's Q1 2025 revenue was 381.40 million yuan, a 39.81% increase year-on-year, driven by increased production in the automotive parts sector, particularly in new energy electric drive rotor products and wind power bearing cages [3] - The wind power bearing cage products generated revenue of 84.32 million yuan, a remarkable 99.57% increase year-on-year, while the new energy electric drive rotor products saw a staggering 340.13% increase in revenue [3]

Group 1 - The core viewpoint of the article is that Shandong Jindi Precision Machinery Technology Co., Ltd. plans to use part of its temporarily idle raised funds for cash management to improve fund utilization efficiency and increase returns for shareholders [1][5][7] - The total amount raised from the initial public offering (IPO) is approximately RMB 1.19 billion, with 54,776,667 shares issued at a price of RMB 21.77 per share [1][2] - The company has established a special account for the raised funds, which are stored separately to protect investor rights [2][3] Group 2 - The company intends to use up to RMB 100 million of temporarily idle raised funds for cash management, effective for 12 months after approval by the board [4][6] - The cash management will focus on low-risk, high-liquidity investment products, such as structured deposits and fixed-income certificates, ensuring that the funds are not used for speculative investments [4][5] - The board and supervisory committee have approved the cash management plan, confirming that it does not affect the normal implementation of investment projects or harm shareholder interests [6][7] Group 3 - The cash management aims to enhance the efficiency of fund usage without impacting the company's normal operations or investment plans [5][6] - The company will ensure that the income generated from cash management will be returned to the special account for raised funds upon maturity [4][5] - The management will adhere to relevant regulations and disclose information as required by the regulatory authorities [4][5]

Core Viewpoint - The company, Shandong Jindi Precision Machinery Technology Co., Ltd., plans to conduct commodity futures and foreign exchange hedging to mitigate risks associated with raw material price fluctuations and foreign exchange rate volatility, thereby enhancing financial stability and operational performance [1][6]. Group 1: Commodity Futures Hedging - The company and its subsidiaries intend to invest a maximum of RMB 10 million in trading margins and rights for commodity futures hedging, with a maximum contract value of RMB 100 million on any trading day [2][3]. - The hedging activities will focus on materials relevant to the company's operations, such as hot-rolled sheets, copper, and aluminum, and will be conducted in approved domestic futures markets [2][3]. - The hedging strategy aims to reduce the adverse impact of price volatility on the company's performance, adhering to principles of legality, prudence, safety, and effectiveness [1][4]. Group 2: Foreign Exchange Hedging - The company plans to engage in foreign exchange hedging activities with a total amount not exceeding USD 2 million or equivalent foreign currency, with the ability to roll over this amount within the approval period [3][6]. - The foreign exchange hedging will include various instruments such as forward foreign exchange contracts, swaps, options, and other derivatives, focusing on normal operational needs [3][6]. - The company will only conduct transactions with qualified financial institutions to mitigate risks associated with exchange rate fluctuations and ensure compliance with relevant regulations [5][6]. Group 3: Risk Management and Control Measures - The company has established a comprehensive risk management framework for both commodity and foreign exchange hedging, including clear decision-making authority, approval processes, and risk control measures [4][6]. - Specific risks identified include price volatility, liquidity risks, internal control risks, and technical risks for commodity hedging, as well as exchange rate volatility and operational risks for foreign exchange hedging [4][5]. - The company will implement strict monitoring and reporting mechanisms to address potential risks and ensure adherence to established policies [5][6]. Group 4: Impact on Company Operations - The hedging activities are expected to enhance the company's ability to manage risks associated with raw material prices and foreign exchange rates, ultimately improving financial stability and operational resilience [6][8]. - The company will follow relevant accounting standards for the financial reporting of hedging activities, ensuring compliance with applicable regulations [7][8]. Group 5: Approval and Oversight - The company's board of directors and supervisory board have approved the proposal for commodity and foreign exchange hedging, confirming that it aligns with the company's operational needs and does not harm shareholder interests [6][9]. - The sponsor, Guosen Securities, has conducted a thorough review and supports the company's hedging initiatives, affirming that they are necessary and beneficial for the company's operations [9].

Fundraising Overview - The company raised a total of RMB 1,192,488,040.59 through the issuance of 54,776,667 shares at RMB 21.77 per share, with a net amount of RMB 1,116,976,317.95 after deducting issuance costs [1][2] - The actual net fundraising amount after expenses was RMB 1,090,704,793.69 [1] Project Adjustments - The company has changed the "Marketing Network Construction Project" to the "Huangshan High-end Precision Bearing Cage Construction Project" and established a wholly-owned subsidiary for its implementation [2] - Adjustments were made to the specific implementation content and locations of several projects, including the "High-end Equipment Precision Bearing Cage Intelligent Manufacturing Upgrade Project" and the "Automotive Precision Stamping Parts Technology Research Center Project" [3] Project Delays - The "High-end Equipment Precision Bearing Cage Intelligent Manufacturing Upgrade Project" has been delayed due to the need for government approval for land planning adjustments, with the expected completion date pushed to December 2026 [4][6] - The "Automotive High-precision Key Components Intelligent Production Construction Project" and the "Automotive Precision Stamping Parts Technology Research Center and Capacity Transformation Project" have also had their completion dates extended to December 2026 due to various challenges [7][8] Impact on Operations - The delays in project timelines are based on objective construction conditions and do not involve changes to the investment content, purposes, or total amounts of the fundraising projects [8] - The company asserts that these delays will not have a significant adverse impact on its normal operations and align with its long-term development plans [8] Approval Process - The board of directors and the supervisory board have approved the project delays, confirming that the decisions were made within their authority and do not require further shareholder approval [8] - The sponsor has verified that the necessary procedures were followed and that the project delays do not harm the interests of the company or its shareholders [8]

Core Viewpoint - The company plans to distribute a cash dividend of 0.05 RMB per share (including tax) based on its mid-year financial report for 2025, with a total cash dividend amounting to approximately 10.96 million RMB, representing 14.43% of the net profit attributable to shareholders for the first half of 2025 [1][2]. Summary by Sections Profit Distribution Plan - The company reported an undistributed profit of 377,146,918.58 RMB as of June 30, 2025, and intends to distribute profits based on the total share capital registered on the equity distribution record date [1]. - The total share capital as of June 30, 2025, is 219,106,667 shares, leading to a total proposed cash dividend of 10,955,333.35 RMB [1]. Decision-Making Process - The board of directors convened on August 28, 2025, to review and approve the profit distribution plan, which aligns with the company's profit distribution policy and shareholder return strategy [2]. - The supervisory board also met on the same day and unanimously approved the profit distribution plan, affirming that it considers the company's operational performance and strategic needs [2].

Meeting Overview - The second extraordinary general meeting of shareholders for 2025 will be held on September 15, 2025, at 14:30 [1] - The meeting will take place at the Innovation High-tech Industrial Park, Building 3, located at the intersection of Zhonghua Road and Songgui Avenue, Liaocheng City, Shandong Province [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's network voting system from 9:15 to 15:00 on the day of the meeting [1][3] - Specific voting times include trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders holding multiple accounts can aggregate their voting rights across all accounts [3][4] Agenda Items - The main agenda item for the meeting is the proposal to amend the company's articles of association, abolish the supervisory board, and eliminate the supervisory board's rules of procedure [2] - This proposal has already been approved by the company's board and supervisory board in previous meetings [2] Attendance and Registration - Shareholders registered by the close of trading on September 9, 2025, are eligible to attend the meeting [4] - Registration for attendance can be done in person or through a written proxy [4][5] - The registration period is set for September 11, 2025, from 8:00 to 11:30 and 14:00 to 17:00 [5] Contact Information - Contact persons for the meeting are Xue Taiyao and Zhao Haijun, with a provided phone number and email for inquiries [6]

公司最新资产负债率为41.51%，在已披露的同业公司中排名第152，较上季度资产负债率增加3.56个百分点，较去年同期资产负债率增加13.26个百分点。 公司最新毛利率为28.86%，较上季度毛利率减少1.57个百分点，较去年同期毛利率减少1.71个百分点。最新ROE为3.41%。 2025年8月29日，金帝股份(603270.SH)发布2025年中报。 公司营业总收入为8.35亿元。归母净利润为7593.26万元。经营活动现金净流入为-1.41亿元，在已披露的同业公司中排名第216，较去年同报告期经营活动现 金净流入减少5366.50万元。 公司最新总资产周转率为0.24次。最新存货周转率为1.27次。 公司股东户数为2.56万户，前十大股东持股数量为1.60亿股，占总股本比例为73.15%，前十大股东持股情况如下： | 序号 | 股东名称 | 持股 | | --- | --- | --- | | l | 聊城市令带专业管理咨询有限公司 | 36.5 | | 2 | 聊城市金源新旧动能转换股权投资基金合伙企业(有限合伙) | 15.00 | | 3 | 郑广会 | 9.13 | | 4 | 聊城市鑫智源创业 ...