奇精机械股份有限公司 2025 年第二次临时股东会 会 议 资 料 2025 年 9 月 23 日 | | | | 2025 | 年第二次临时股东会会议议程 I | | | --- | --- | --- | | 议案一 | 关于选举公司第五届董事会非独立董事的议案 | 1 | | 议案二 | 关于选举公司第五届董事会独立董事的议案 | 5 | 奇精机械股份有限公司 2025 年第二次临时股东会会议资料 奇精机械股份有限公司 | 序号 | | 事 | 项 | | --- | --- | --- | --- | | 10 | 主持人宣布总体表决情况 | | | | 11 | 律师宣读本次股东会法律意见书 | | | | 12 | 签署股东会决议及会议记录 | | | | 13 | 主持人宣布股东会结束 | | | 2025 年第二次临时股东会会议议程 现场会议时间：2025 年 9 月 23 日 14:30 网络投票时间：采用上海证券交易所网络投票系统，通过交易系统投票平台的投 票 时 间 为 股 东 会 召 开 当 日 的 交 易 时 间 段 ， 即 9:15-9:25,9:30-11:30 ， 13:00- ...

2025年第一次临时股东大会决议公告 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 9 月 5 日 (二) 股东大会召开的地点：浙江省宁波市宁海县三省东路 1 号公司梅桥厂区办 公楼 101 会议室 证券代码：603677 证券简称：奇精机械 公告编号：2025-034 奇精机械股份有限公司 (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 | 159 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 98,925,713 | | 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 | 66.4930 | | 份总数的比例（%） | | (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 本次股东大会由公司董事会召集，董事长梅旭辉先生主持。会议采用现场投 票和网络投票相结合的表决方式进行表决。会 ...

证券代码：603677 证券简称：奇精机械 公告编号：2025-036 奇精机械股份有限公司 第四届董事会第二十八次会议决议公告 《关于董事会换届选举的公告》（公告编号：2025-037）详见 2025 年 9 月 6 日上海证券交易所网站（www.sse.com.cn）及《上海证券报》《证券时报》《证券 日报》《中国证券报》。 本议案尚需提交公司 2025 年第二次临时股东会审议，并采取累积投票制选 举。 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。 奇精机械股份有限公司（以下简称"公司"）第四届董事会第二十八次会议 通知已于 2025 年 9 月 5 日以口头方式发出，全体董事一致同意豁免本次董事会 临时会议的通知时限要求，会议于 2025 年 9 月 5 日 16:30 在公司梅桥厂区办公 楼 201 会议室以现场结合视频方式召开。本次会议由董事长梅旭辉先生召集并主 持，公司应出席董事 9 人，实际出席董事 9 人。本次会议的召集、召开和表决程 序符合《公司法》等有关法律法规和《公司章程》的规定，会议合法有效。 经过与 ...

Market Overview - On August 27, the home appliance components sector declined by 2.13%, with Haili Co., Ltd. leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Stock Performance - Notable stock performances included: - Hongchang Technology (301008) closed at 33.20, up 2.60% with a trading volume of 206,400 shares and a transaction value of 712 million [1] - Haili Co., Ltd. (600619) closed at 22.46, down 5.43% with a trading volume of 1,027,400 shares and a transaction value of 2.392 billion [2] - Kangsheng Co., Ltd. (002418) closed at 4.60, up 1.55% with a trading volume of 1,875,600 shares and a transaction value of 872 million [1] Capital Flow - The home appliance components sector experienced a net outflow of 929 million from institutional investors, while retail investors saw a net inflow of 808 million [2] - The capital flow for specific stocks showed: - Kangsheng Co., Ltd. had a net inflow of 44.16 million from institutional investors [3] - Haili Co., Ltd. had a net outflow of 4.32 million from institutional investors [3] Summary of Key Stocks - Key stocks in the sector included: - Haili Co., Ltd. (600619) with a significant decline of 5.43% [2] - Kangsheng Co., Ltd. (002418) showing resilience with a slight increase of 1.55% [1] - Other notable declines included Tongxing Technology (301252) down 5.00% and Laowen Aolin (603311) down 4.87% [2]

Financial Performance - The company reported a total revenue of 1.057 billion yuan for the first half of 2025, an increase of 8.72% year-on-year [1] - The net profit attributable to shareholders was 40.497 million yuan, a decrease of 2.63% year-on-year [1] - The gross profit margin was 13.96%, up 6.82% year-on-year, while the net profit margin was 3.83%, down 10.52% year-on-year [1] - The company’s accounts receivable increased by 26.35% year-on-year, reaching 683 million yuan, which is 1012.3% of the net profit [1] Cost and Expenses - Operating costs increased by 7.61% due to higher revenue [8] - Selling expenses rose by 8.7%, attributed to increased warehousing and travel costs [9] - Administrative expenses increased by 17.9%, driven by higher employee compensation and intermediary service fees [9] - Financial expenses grew by 21.49%, mainly due to reduced exchange gains [10] Cash Flow and Assets - The net cash flow from operating activities decreased by 210.26%, primarily due to increased procurement expenditures [12] - The company’s cash and cash equivalents decreased by 7.93% year-on-year, totaling 342 million yuan [1] - The company’s total liabilities increased, with interest-bearing liabilities rising by 4.83% to 563 million yuan [1] Business Development - The company is actively exploring new business directions, including industrial robots and drone components, with ongoing product testing and customer validation [25] - A joint venture named "Qijing Nuotong Technology (Ningbo) Co., Ltd." was established to focus on high-temperature heat pump technology [25] - The company aims to expand its international presence, with a new factory in Thailand set to begin operations in September 2024 [29] Research and Development - R&D expenses increased by 34.31%, reflecting a higher number of ongoing projects [11] - The company emphasizes a research-driven business model, which is crucial for its performance [26] Market Position - The company has a historical Return on Invested Capital (ROIC) of 5.24%, indicating average capital returns [24] - The company maintains a flexible production model, allowing for quick responses to customer needs and efficient product variety transitions [27]

Core Insights - The company reported a revenue of 1.057 billion yuan for the first half of 2025, marking an 8.72% year-on-year increase, while net profit attributable to shareholders decreased by 2.63% to 40.497 million yuan [1][2] Business Performance - The home appliance components segment generated 806 million yuan in revenue, up 7.57% year-on-year [1] - The automotive components segment saw significant growth, achieving 158 million yuan in revenue, a 17.03% increase year-on-year, becoming a key driver of performance [1] - The electric tools components segment experienced a slight decline, with revenue of 64 million yuan, down 4.95% year-on-year, prompting the company to optimize its product structure in this area [1] Market Expansion - Domestic sales reached 695 million yuan, reflecting an 8.36% year-on-year growth, while international sales amounted to 337 million yuan, up 7.92% year-on-year, indicating strong global supply-demand resilience and customer recognition [1] Project Development - The company is making steady progress on several key projects, including the drone components project, with over 10 products in the sampling stage, and 2 products having passed customer review, awaiting mass production approval [1] - A joint venture focused on heat pump products, Qijing Nuotong, was established in June and is expected to commence production in the fourth quarter [1] Capacity Expansion - The overseas factory in Thailand has passed customer review for the Samsung clutch project and is awaiting mass production approval; the Whirlpool clutch and processing project is progressing well, with line testing scheduled for late August and factory inspection in September [2] - The Thai factory is set to achieve dual business line operations for clutches and automotive components, enhancing global supply capabilities [2] - The domestic factory in Ninghai has completed its relocation, with functional integration and management process adjustments finalized, having passed customer site audits and commenced production [2] Company Profile - The company specializes in the research, design, production, and sales of washing machine clutches, automotive components, and electric tool components, focusing on "professionalization and intensification" in its operations [2]

Core Viewpoint - Qijing Machinery Co., Ltd. reported a revenue increase of 8.72% in the first half of 2025 compared to the same period in 2024, driven by domestic consumption policies and increased market demand [7][21]. Company Overview and Financial Indicators - The company achieved operating income of approximately 1.06 billion yuan in the first half of 2025, compared to approximately 972 million yuan in the same period of 2024 [7][21]. - Total profit for the period was approximately 43.33 million yuan, a decrease of 4.22% from the previous year [7][21]. - Net profit attributable to shareholders was approximately 40.50 million yuan, down 2.63% year-on-year [7][21]. - The company's net cash flow from operating activities was negative 47.40 million yuan, a significant decrease of 210.26% compared to the previous year [7][21]. - Total assets increased by 4.47% to approximately 2.36 billion yuan compared to the end of the previous year [7][21]. Business Operations - Qijing Machinery specializes in precision machining, focusing on components for washing machines, automotive parts, and electric tool parts [7][21]. - The company has established stable relationships with well-known clients in the industry, including Hisense, Samsung, and Whirlpool, through long-term agreements [7][21]. - The main business segments include home appliance components, automotive parts, and electric tool components, with the home appliance segment generating approximately 8.06 billion yuan in revenue, a 7.57% increase [7][21]. Industry Context - The washing machine market in China has a high ownership rate, with nearly 99.2 units per 100 households as of the end of 2024, indicating limited growth potential in the domestic market [9][10]. - The overall washing machine sales volume in the first half of 2025 increased by 12.98% year-on-year, reflecting a recovery in consumer demand [9][10]. - The automotive industry in China continues to grow, with total vehicle production and sales reaching approximately 15.62 million and 15.65 million units, respectively, in the first half of 2025, both showing over 10% growth [12][14]. Future Outlook - The company is advancing several key projects, including the expansion of its Thailand factory and the development of drone component projects, which are expected to contribute to future growth [21][22]. - The implementation of government policies promoting the replacement of old appliances is anticipated to further stimulate demand in the home appliance sector [11][21].

Core Viewpoint - Qijing Machinery Co., Ltd. reported its semi-annual financial results for 2025, highlighting a mixed performance with an increase in revenue but a decline in net profit compared to the previous year [2][3]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 2,362.15 million, reflecting a 4.47% increase from the previous year [2]. - The net assets attributable to shareholders decreased by 0.32% to CNY 1,150.99 million [2]. - Operating revenue reached CNY 1,056.84 million, marking an 8.72% increase year-on-year [2]. - Total profit for the period was CNY 43.33 million, down 4.22% from the previous year [2]. - Net profit attributable to shareholders decreased by 2.63% to CNY 40.50 million [2]. - The net cash flow from operating activities showed a significant decline, with a net outflow of CNY 47.40 million compared to a positive inflow of CNY 42.99 million in the previous year, representing a 210.26% change [2]. - The weighted average return on equity was 3.49%, a slight decrease of 0.04 percentage points from the previous year [2]. - Basic and diluted earnings per share were both CNY 0.2103, down 2.86% from CNY 0.2165 [2]. Shareholder Information - The largest shareholder, Ningbo Industrial Investment Group Co., Ltd., holds 29.92% of the shares [3]. - Ningbo Qijing Holdings Co., Ltd. is the second-largest shareholder with 22.75% [3]. - Other notable shareholders include individuals such as Wang Xingqi (4.47%) and Wang Yongqi (3.83%) [3].

Core Points - The company held its 27th meeting of the 4th Board of Directors on August 19, 2025, where several important resolutions were passed [1] - The board approved the proposal for asset impairment provision [2] - The board also approved the 2025 semi-annual report and its summary [2] - A proposal to cancel the supervisory board was passed, pending approval from the first extraordinary general meeting of 2025 [3] - Multiple amendments to the company's articles of association and various management rules were approved, all pending shareholder approval [4][5] - The board approved an increase in the bank's comprehensive credit limit and guarantees for subsidiaries [5] - A proposal to convene the first extraordinary general meeting of 2025 was also approved [5] Summary by Category Board Meeting Details - The meeting was convened by Chairman Mei Xuhui and attended by all 9 directors, with some represented by proxies [1] - The meeting's procedures complied with relevant laws and regulations [1] Financial Proposals - The board unanimously approved the asset impairment provision with a vote of 9 in favor [2] - The 2025 semi-annual report and its summary were also approved [2] Governance Changes - The proposal to cancel the supervisory board received unanimous approval and will be submitted for shareholder vote [3] - Amendments to the company's articles of association and various governance rules were approved, pending shareholder approval [4][5] Financial Management - The board approved an increase in the bank's comprehensive credit limit and guarantees for subsidiaries, with unanimous support [5] Upcoming Meetings - The board approved the proposal to convene the first extraordinary general meeting of 2025 [5]

Group 1 - The company held its 23rd meeting of the 4th Supervisory Board on August 19, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1] - The Supervisory Board approved the proposal for asset impairment provision, stating that it aligns with the company's accounting policies and reflects its financial status accurately [1] - The voting result for the asset impairment provision was unanimous, with 3 votes in favor and no opposition or abstentions [1] Group 2 - The Supervisory Board reviewed and approved the 2025 semi-annual report and its summary, confirming compliance with legal and regulatory requirements [2] - The semi-annual report accurately reflects the company's operational results and financial condition for the first half of 2025, with no false statements or omissions [2] - The voting result for the semi-annual report was also unanimous, with 3 votes in favor and no opposition or abstentions [2]