格隆汇8月27日丨旭升集团(603305.SH)发布2025年半年度报告，报告期实现营业收入20.96亿元，同比下 降2.47%；归属上市公司股东的净利润2.01亿元，同比下降24.22%；扣除非经常性损益后的归属于上市 公司股东的净利润1.77亿元，同比下降25.65%；基本每股收益0.21元。 ...

Core Points - The board of directors of Ningbo Xusheng Group Co., Ltd. held its ninth meeting of the fourth session on August 27, 2025, where all six directors were present and the meeting complied with relevant laws and regulations [1][2] Group 1: Meeting Decisions - The board approved the 2025 semi-annual report and its summary to fairly reflect the financial status and operational results for the first half of 2025, adhering to various disclosure and accounting standards [1][2] - The board approved a special report on the storage and actual use of raised funds for the first half of 2025, in compliance with legal and regulatory requirements [2] - The board approved the temporary use of up to 100 million yuan of idle raised funds to supplement working capital, ensuring that this does not affect the normal investment plans [3] - The board approved the proposal to cancel the supervisory board, change registered capital, and amend the company's articles of association and related rules, pending shareholder approval [4][5] - The board approved the evaluation report of the "Quality Improvement and Efficiency Enhancement Action Plan" for 2024 and the first half of 2025, aligning with the company's strategic goals [5] - The board proposed to convene the first extraordinary general meeting of 2025 to review related proposals that require shareholder approval [6]

Core Points - Ningbo Xusheng Group Co., Ltd. has decided to cancel its supervisory board, with the responsibilities being transferred to the audit committee of the board of directors [1][2] - The company will increase its registered capital from RMB 933,214,933 to RMB 953,316,329 due to the conversion of convertible bonds [2][3] - The company has revised its articles of association and related systems to enhance corporate governance and comply with updated legal regulations [3][4] Summary of Key Sections Cancellation of Supervisory Board - The supervisory board will be abolished, and its functions will be assumed by the audit committee of the board of directors [1][2] - The current non-employee supervisors will cease to hold their positions following the approval of the shareholders' meeting [2] Change in Registered Capital - The company issued convertible bonds totaling RMB 280 million, which will be converted into shares, increasing the total number of shares from 933,214,933 to 953,316,329 [2][3] - The conversion period for the bonds is from December 20, 2024, to June 13, 2030, with a total of 20,101,396 shares expected to be converted [2] Revision of Articles of Association - The articles of association have been revised to align with the latest legal requirements and improve corporate governance [3][4] - Specific changes include the definition of the company's registered capital and the roles of the legal representative and board members [5][6] - Some revised systems will require approval from the shareholders' meeting to take effect, while others will become effective immediately upon board approval [3][4]

Core Viewpoint - Ningbo Xusheng Group Co., Ltd. plans to use part of its idle raised funds to temporarily supplement working capital, not exceeding RMB 100 million, for a period of up to 12 months from the date of board approval [1][3]. Group 1: Fundraising Overview - The company has been approved to issue convertible bonds totaling RMB 280 million, with an actual raised amount of RMB 280 million after deducting related fees [1]. - As of June 30, 2025, the net amount of raised funds is RMB 279,166.07 million, with RMB 100 million temporarily idle for cash management [2]. Group 2: Fund Usage and Progress - The company has used RMB 45,907.14 million to replace pre-invested funds and RMB 74,022.43 million directly for investment projects, leaving a balance of RMB 160,818.17 million in the special account [2]. - The investment project for lightweight automotive structural components has a total planned investment of RMB 279,166.07 million, with RMB 119,929.57 million utilized, resulting in a utilization rate of 42.96% [2]. Group 3: Temporary Fund Supplement Plan - The company aims to use up to RMB 10 million of idle funds to temporarily supplement working capital, ensuring that it does not affect the investment projects or change the intended use of the raised funds [3][4]. - A special management account will be established for the temporary use of these funds, adhering to relevant regulations and ensuring funds are used solely for operations related to the main business [4]. Group 4: Approval Procedures and Opinions - The board of directors and the supervisory board have approved the use of idle funds, confirming that it will not impact the progress of investment projects or harm shareholder interests [5]. - The sponsor, CITIC Securities, has also reviewed and agreed with the company's plan to use idle funds, confirming compliance with regulatory requirements [5].

Core Viewpoint - The company has implemented a "Quality Improvement and Efficiency Enhancement" action plan for 2024, focusing on optimizing business structure, enhancing operational quality, and ensuring sustainable development while responding to regulatory requirements and investor interests [1]. Group 1: Business Optimization and Development - The company emphasizes aluminum alloy lightweight technology, focusing on the electric vehicle sector while also exploring emerging fields such as energy storage and humanoid robots, creating a dual-driven model of "technical deepening + cross-border breakthroughs" [1]. - In the electric vehicle business, the company has strengthened its foundation through technology, products, and market strategies, covering various components from die-casting to aluminum extrusion products, thus extending its product lines towards integration and modularization [2]. - The company has developed core structural components for the energy storage sector, achieving approximately 300 million yuan in revenue in the first half of 2025, reflecting explosive growth [2]. Group 2: Global Capacity Expansion - The company has made significant progress in its globalization strategy, with key milestones achieved in its overseas bases in Mexico and Thailand, enhancing its competitiveness in lightweight and high-end manufacturing [3]. - The Mexico production base is set to commence operations in June 2025, with a focus on localizing the supply chain and enhancing production capacity through automation [3]. - The Thailand base, which broke ground in July 2025, will support the rapidly growing electric vehicle and high-end manufacturing industries in Southeast Asia, establishing a triangular production network across China, North America, and Southeast Asia [3]. Group 3: Investor Returns and Communication - The company has established a reasonable profit distribution plan, distributing a cash dividend of 3.80 yuan per 10 shares, totaling 362 million yuan, to enhance shareholder value [5]. - A share repurchase plan was approved, with a budget of 75 million to 150 million yuan, aimed at employee stock ownership and incentive programs, with 9.41 million shares repurchased for approximately 119.5 million yuan [6]. - The company has maintained high standards in information disclosure, achieving an A-class rating for six consecutive years, and has engaged in various communication channels to keep investors informed [7][8].

证券代码：603305 证券简称：旭升集团 公告编号：2025-054 债券代码：113685 债券简称：升 24 转债 宁波旭升集团股份有限公司 一、高级管理人员离任情况 (一) 提前离任的基本情况 是否存在 是否继续在上 | | | 原定任期 | | 具体职务 | 未履行完 | | --- | --- | --- | --- | --- | --- | | 姓名 | 离任职务 | 离任时间 | 离任原因 | 市公司及其控 | | | | | 到期日 | | （如适用） | 毕的公开 | | | | | 股子公司任职 | | | 承诺 陈兴方 副总经理 2025 年 8 2027 年 7 月 工作调整 是 董事 是，后续持 月 27 日 21 日 续履行 关于公司高级管理人员离任的公告 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法律责任。 重要内容提示： 宁波旭升集团股份有限公司（以下简称"公司"）董事会于近日收到公司副 总经理陈兴方女士的书面辞职报告。因工作调整，陈兴方女士申请辞去公司副总 经理职务，辞职后将继续担任公司董事职务 ...

宁波旭升集团股份有限公司 董事会战略决策委员会实施细则 宁波旭升集团股份有限公司 董事会战略决策委员会实施细则 （2025 年 8 月修订） 第一章 总 则 第一条 为适应公司战略发展需要，增强公司核心竞争力，确定公司发展规划，健 全投资决策程序，加强决策科学性，提高重大投资决策的效益和决策的质量，完善公司 治理结构，根据《中华人民共和国公司法》、 《上市公司治理准则》、 《宁波旭升集团股份 有限公司章程》（以下简称"公司章程"）及其他有关规定，公司特设立董事会战略决策 委员会，并制定本细则。 第二条 董事会战略决策委员会是董事会下设的专门委员会，对董事会负责，向董 事会报告工作。战略决策委员会主要负责对公司长期发展战略和重大投资决策进行研究 并提出建议。 第二章 人员组成 第三条 战略决策委员会成员由三名董事组成，其中至少包括一名独立董事。 第四条 战略决策委员会委员由董事长、二分之一以上独立董事或者全体董事的三 分之一提名，并由董事会选举产生。 第五条 战略决策委员会设主任委员（召集人）一名，由公司董事长担任。 第六条 战略决策委员会任期与董事会任期一致，委员任期届满，连选可以连任， 但独立董事连任的时间 ...

General Principles - The purpose of the audit committee is to enhance the supervision of the company's financial information, internal control, and auditing processes, establishing a robust internal supervision mechanism [1] - The company must provide necessary working conditions and resources for the audit committee, ensuring that management and relevant departments cooperate with the committee's duties [1][2] Composition and Qualifications - The audit committee is composed of members elected by the board of directors, including employee representatives [1][2] - Members must possess professional knowledge, experience, and integrity to effectively supervise and evaluate internal and external audit work [2] Responsibilities and Authority - The audit committee is responsible for recommending the hiring or replacement of external auditors and reviewing their fees and terms without undue influence from major shareholders or management [3][5] - It supervises and evaluates the internal audit work, ensuring that internal auditors report significant issues directly to the committee [4][6] - The committee reviews the company's financial reports, focusing on the accuracy and completeness of financial information and addressing any potential fraud or misstatements [4][5] Oversight of Auditors - The audit committee oversees the hiring of external auditors and evaluates their performance, ensuring compliance with industry standards [5][6] - It is tasked with guiding internal audit institutions in conducting checks and evaluations of internal controls and risk management [6][7] Meeting Procedures - The audit committee must hold at least one regular meeting each quarter and can convene additional meetings as necessary [9][10] - Decisions require a majority vote from committee members, and members with conflicts of interest must recuse themselves from discussions [10][11] Reporting and Documentation - The audit committee is required to report its annual performance and activities alongside the company's annual report [2][4] - Meeting records and related documents must be accurately maintained for a period of ten years [11][12]

Core Points - The article outlines the implementation rules for the Remuneration and Assessment Committee of the Board of Directors of Ningbo Xusheng Group Co., Ltd, aimed at improving the governance structure and management of remuneration for directors and senior management [2][3] Group 1: General Provisions - The purpose of the rules is to establish a sound assessment and remuneration management system for directors and senior management, in accordance with relevant laws and regulations [2][3] - The Remuneration and Assessment Committee is a specialized committee under the Board of Directors, responsible for formulating assessment standards and remuneration policies for directors and senior management [3][6] Group 2: Composition of the Committee - The committee consists of three directors, with independent directors making up more than half of the members [4][5] - The committee is chaired by an independent director, elected by the committee members and approved by the Board [6][7] Group 3: Responsibilities and Authority - The committee is responsible for developing assessment standards and remuneration policies for directors and senior management, and must report its recommendations to the Board [6][9] - Any remuneration plans proposed by the committee must be approved by the Board and submitted for shareholder approval before implementation [10][11] Group 4: Decision-Making Procedures - The committee's working group is tasked with preparing necessary materials for decision-making, including financial indicators and performance evaluations [7][8] - The evaluation process for directors and senior management includes self-assessment and performance evaluation based on established standards [8][9] Group 5: Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [9][10] - Meetings can be held in person or via other means, ensuring all members can communicate effectively [10][11] Group 6: Miscellaneous Provisions - The rules are subject to relevant laws and regulations, and any amendments will be executed in accordance with these provisions [11]

宁波旭升集团股份有限公司 董事会提名委员会实施细则 宁波旭升集团股份有限公司 董事会提名委员会实施细则 （2025 年 8 月） 第一章 总 则 第一条 为规范公司领导人员的产生,优化董事会组成,完善公司治理结构,根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司治理准则》《宁波旭升集 团股份有限公司章程》（以下简称"公司章程"）及其他有关规定,公司特设立董事会 提名委员会,并制定本细则。 第二条 董事会提名委员会是董事会下设的专门委员会,对董事会负责，向董事会报 告工作。提名委员会主要负责对公司董事和高级管理人员的人选、选择标准和程序进行 选择并提出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成, 其中独立董事应当过半数。 第四条 提名委员会委员由董事长、二分之一以上独立董事或者全体董事的三分之 一提名,并由董事会选举产生。 第五条 提名委员会设主任委员（召集人）一名,由独立董事委员担任,负责主持委 员会工作；主任委员在委员内选举,并报请董事会批准后产生。 第六条 提名委员会任期与董事会任期一致,委员任期届满,连选可以连任，但独立 董事连任的时间不得超过六年。期间如有委员不再担 ...