法律意见书 二〇二五年九月 之 江苏乐天律师事务所 法律意见书 江苏乐天律师事务所 关于今创集团股份有限公司2025年第一次临时股东会 江苏乐天律师事务所 关于今创集团股份有限公司 2025 年第一次临时股东会 之 法律意见书 致：今创集团股份有限公司 江苏乐天律师事务所（以下简称本所）接受今创集团股份有限公司（以下简 称公司）的委托，指派本所律师出席公司 2025 年第一次临时股东会（以下简称 本次股东会），并根据《中华人民共和国公司法》（以下简称《公司法》）、《中 华人民共和国证券法》（以下简称《证券法》）、《上市公司股东会规则》、《上 海证券交易所上市公司自律监管指引第 1 号——规范运作》（以下简称《自律监 管指引第 1 号》）以及《今创集团股份有限公司章程》（以下简称《公司章程》） 的规定，就公司本次股东会的召集与召开程序、出席会议人员资格、召集人资格、 会议表决程序和表决结果的合法性等有关法律问题出具法律意见书。 为出具本法律意见书，本所律师对公司本次股东会所涉及的有关事项进行了 审查，查阅了本所律师认为出具本法律意见书所必须查阅的文件，并对有关问题 进行了必要的核查和验证。 本法律意见书仅供本次 ...

第五届董事会第十二次会议决议公告 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。 今创集团股份有限公司 一、董事会会议召开情况 今创集团股份有限公司（以下简称"公司"）第五届董事会第十二次会议于 2025 年 9 月 18 日以现场和通讯会议相结合的形式在公司会议室召开。本次会议 已于会前以电子邮件、电话和文件直接送达等方式提前通知全体参会人员。会议 应出席董事人数 9 人，实际出席董事人数 9 人。会议由公司董事长俞金坤先生主 持，公司部分高级管理人员列席会议。会议的召开符合《中华人民共和国公司法》 和《公司章程》等有关规定，会议决议合法有效。 证券代码：603680 证券简称：今创集团 公告编号：2025-035 表决结果：9 票赞成、0 票反对、0 票弃权。 二、董事会会议审议情况 （一）审议通过《关于第一期员工持股计划存续期展期的议案》 公司第一期员工持股计划的存续期将于 2025 年 10 月 16 日届满。基于对公 司未来持续稳定发展的信心及公司股票价值的判断，拟将第一期员工持股计划存 续期继续展期 6 个月 ...

2025 年 9 月 18 日 1 今创集团股份有限公司 KTK GROUP Co., Ltd. 2025 年第一次临时股东会 会议资料 今创集团股份有限公司 2025年第一次临时股东会会议资料 | 2025 | 年第一次临时股东会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第一次临时股东会会议安排 | 5 | | 2025 | 年第一次临时股东会会议议程 | 6 | | 关于 | 年半年度利润分配预案的议案 7 2025 | | | 关于修订《公司章程》的议案 | | 8 | | 关于修订《对外投资管理办法》的议案 10 | | | | 关于修订《对外担保管理办法》的议案 | | 11 | | 关于修订《关联交易管理办法》的议案 12 | | | 今创集团股份有限公司 2025年第一次临时股东会会议资料 今创集团股份有限公司 2025 年第一次临时股东会会议须知 八、本次会议表决采用投票方式。股东以其所持有的有表决权的股份数额行 使表决权。对于非累积投票议案，股东每一股份享有一票表决权，出席现场会议 的股东在投票表决时，应在表决票中每项议案下设的"赞成"、"反对"、"弃 ...

Core Insights - The report from Zhongyou Securities indicates that Zhongchuang Group achieved a net profit attributable to shareholders of 367 million yuan in the first half of the year, representing a year-on-year increase of 149% [1] - The company's net profit after deducting non-recurring items reached 409 million yuan, marking a year-on-year growth of 195% [1] - The significant improvement in profitability is attributed to changes in product structure and effective cost control [1] Industry Outlook - As the final year of the 14th Five-Year Plan, the China National Railway Group plans to put into operation 2,600 kilometers of new railway lines in 2025, with 301 kilometers already completed in the first half of 2025 [1] - The majority of new line completions are expected to occur in the second half of the year [1] - By the time of the company's 2025 semi-annual report, the China National Railway Group had announced two batches of high-speed train tenders totaling 278 sets, surpassing the total of 265 sets for the entire year of 2024, indicating a sustained positive market demand [1] - The rating for the company is maintained at "Buy" [1]

Investment Rating - The report maintains a "Buy" rating for the company, with an expected relative increase in stock price between 10% and 20% over the next six months [5][10]. Core Insights - The company experienced explosive growth in the first half of 2025, driven by a surge in demand for train sets, achieving a revenue of 2.512 billion yuan, a year-on-year increase of 28%, and a net profit attributable to shareholders of 367 million yuan, up 149% [3][4]. - The company's profitability significantly improved due to changes in product structure and effective cost control, with a gross margin of 29.50%, an increase of 3.94 percentage points, and a net profit margin of 14.68%, up 7.62 percentage points [4]. - The long-term goals for railway construction are clear, with a high volume of new train set tenders continuing, indicating sustained market demand [4]. Financial Performance and Forecast - The company is projected to achieve revenues of 5.752 billion yuan, 6.709 billion yuan, and 7.416 billion yuan for 2025, 2026, and 2027 respectively, with year-on-year growth rates of 27.84%, 16.64%, and 10.54% [5][8]. - The net profit attributable to shareholders is expected to reach 762 million yuan, 857 million yuan, and 972 million yuan for the same years, with growth rates of 152.25%, 12.51%, and 13.40% respectively [5][8]. - The report provides a projected PE ratio of 13.40, 11.91, and 10.50 for the years 2025, 2026, and 2027 [5][8].

Investment Rating - The report assigns an "Accumulate" rating for the company, marking the first coverage of the stock [1]. Core Views - The company is positioned to seize industry opportunities, with impressive profit growth [1]. - The overall performance in the first half of 2025 shows strong revenue growth of 28.04% year-on-year, reaching 2.512 billion yuan, and a net profit increase of 149.29% to 367 million yuan [4][9]. - The company is enhancing its product offerings and operational efficiency, which is expected to strengthen its market position in the rail transit vehicle accessory sector [4][34]. Summary by Sections 1. Performance Overview - The company achieved a total revenue of 2.512 billion yuan in H1 2025, reflecting a year-on-year growth of 28.04%, with a net profit of 367 million yuan, up 149.29% [4][9]. - The gross margin for H1 2025 reached 29.50%, significantly higher than the previous year, indicating improved profitability [4][9]. 2. Growth Drivers - The rail transit industry is experiencing a new wave of development opportunities driven by favorable policies and increased investment [14]. - The company is focusing on product structure optimization and has launched several new products, enhancing its competitive edge [19]. - Operational management improvements and strategic focus are being implemented to enhance efficiency and reduce costs [22][23]. 3. Financial Health - The company's asset-liability ratio improved from 43.59% at the end of 2024 to 38.17% by mid-2025, indicating a stronger financial position [24]. - Cash flow from operating activities turned positive, reaching 193 million yuan, reflecting improved cash generation capabilities [24]. 4. Future Outlook - The demand for rail transit vehicle accessories is expected to grow due to ongoing vehicle tenders and maintenance needs [25]. - The company aims to enhance its one-stop service capabilities and maintain innovation to strengthen customer loyalty [25]. - The company is also looking to improve its international marketing capabilities while focusing on products with competitive advantages [26][27]. 5. Profit Forecast and Valuation - The company is projected to achieve revenues of 5.462 billion yuan, 5 billion yuan, and 5.205 billion yuan for 2025, 2026, and 2027, respectively, with corresponding net profits of 551 million yuan, 587 million yuan, and 665 million yuan [34]. - The report anticipates that the company will benefit from new vehicle procurement and maintenance market growth, reinforcing its position in the rail transit equipment sector [34].

Group 1 - Donghai Securities issued a report on September 4, giving Jinchuan Group (603680.SH, latest price: 13.02 yuan) an "overweight" rating [1] - The rating rationale includes the company's ability to meet diverse needs with its rail transit vehicle supporting products [1] - The overall industry outlook for rail transit is improving, indicating a rise in market demand [1] - The company is advancing product upgrades and has shown effective cost control measures [1] - There is an optimization of the asset-liability structure, leading to significant improvements in cash flow [1]

Core Viewpoint - The company, Jinchuan Group, has reported significant growth in the first half of the year, with a 149.29% increase in net profit, reaching 367 million yuan, marking its best semi-annual performance since its listing [1][2]. Financial Performance - Jinchuan Group achieved a revenue of 2.512 billion yuan, up 28.04% year-on-year, and a net profit of 367 million yuan, up 149.29% year-on-year [2]. - The company's net profit after deducting non-recurring gains and losses reached 409 million yuan, reflecting a 194.6% increase year-on-year [2]. - The company has shown continuous growth in revenue and net profit over the last three semi-annual reports, indicating strong growth momentum [3]. Industry Context - The railway fixed asset investment in China reached 355.9 billion yuan in the first half of 2025, a 5.5% increase year-on-year, contributing to a booming market for vehicle accessories [2]. - The "14th Five-Year Plan" aims for a railway operating mileage of 165,000 kilometers by 2025, with high-speed rail reaching 50,000 kilometers, creating substantial market opportunities for Jinchuan Group [3]. Strategic Focus - Jinchuan Group is focusing on its core business and optimizing resource allocation by restructuring its investment layout and exiting low-quality assets [5]. - The company has implemented six strategic initiatives to drive sustainable growth, including innovation, service upgrades, and enhanced risk management [4]. Innovation and R&D - The company emphasizes enhancing its R&D capabilities and has established various research centers, including a national postdoctoral research station [6]. - Jinchuan Group has launched 16 R&D projects targeting key technologies and has increased its patent portfolio, with 671 effective patents as of mid-year [6]. Market Performance - The company's stock price has increased by over 63% this year, reflecting strong market performance and investor confidence [1][7].

Core Viewpoint - The recent financial report of Jinchang Group (603680) shows significant growth in revenue and net profit for the first half of 2025, indicating improved profitability and operational efficiency [1]. Financial Performance - Total revenue for the first half of 2025 reached 2.512 billion yuan, a year-on-year increase of 28.04% [1]. - Net profit attributable to shareholders was 367 million yuan, up 149.29% year-on-year [1]. - In Q2 2025, total revenue was 1.425 billion yuan, reflecting a 32.97% increase compared to the same quarter last year [1]. - Q2 net profit attributable to shareholders was 218 million yuan, marking a 109.65% year-on-year growth [1]. Profitability Metrics - Gross margin improved to 29.5%, with a year-on-year increase of 25.62% [1]. - Net margin rose to 14.68%, showing a significant year-on-year increase of 107.86% [1]. - Total selling, administrative, and financial expenses amounted to 166 million yuan, accounting for 6.62% of revenue, a decrease of 45.13% year-on-year [1]. Key Financial Ratios - Earnings per share (EPS) increased to 0.47 yuan, up 147.37% year-on-year [1]. - Operating cash flow per share was 0.25 yuan, a remarkable increase of 885.24% year-on-year [1]. - The company's net asset per share was 7.13 yuan, reflecting an 8.81% increase year-on-year [1]. Balance Sheet Highlights - Cash and cash equivalents increased to 782 million yuan, a 31.52% rise year-on-year [1]. - Accounts receivable reached 3.409 billion yuan, an 11.83% increase compared to the previous year [1]. - Interest-bearing debt decreased significantly to 905 million yuan, down 44.62% year-on-year [1]. Investment Returns - The company's return on invested capital (ROIC) for the previous year was 6.56%, indicating average capital returns [1]. - Historical data shows a median ROIC of 10.67% since the company went public, with the lowest ROIC recorded at 3.2% in 2022 [1]. Analyst Expectations - Analysts project the company's performance for 2025 to reach 611 million yuan, with an average EPS forecast of 0.78 yuan [2].

Group 1 - The core viewpoint of the news is that Jinchuang Group has achieved significant growth in its financial performance, with a notable increase in revenue and net profit, driven by the rising demand in the rail transportation industry [1][2] - In the first half of 2025, Jinchuang Group reported operating revenue of 2.512 billion yuan, a year-on-year increase of 28.04%, and a net profit attributable to shareholders of 367 million yuan, up 149.29% [1] - The company’s net profit excluding non-recurring gains and losses reached 409 million yuan, reflecting a year-on-year growth of 194.60%, marking the best half-year performance since its listing [1] Group 2 - The rail transportation industry is experiencing a boost due to increasing domestic passenger travel demand, with the national railway sending 2.236 billion passengers in the first half of 2025, a 6.7% increase year-on-year [1] - The total fixed asset investment in railways reached 355.9 billion yuan, also reflecting a year-on-year growth of 5.5%, contributing to the economic recovery [1] - The recent procurement announcement by China National Railway Group for high-speed intelligent trains indicates a shift towards high-quality and intelligent models, aligning with Jinchuang Group's strategy of optimizing product structure and extending into high-value-added areas [2] Group 3 - Jinchuang Group is focusing on innovation and has made significant advancements in key technologies, launching new products such as the liftable high-speed rail station door and the next-generation Sela door [2] - The company is enhancing its digital management capabilities by building a supply chain management platform for real-time data exchange between customers and suppliers, improving order response efficiency [3] - With the implementation of national railway development plans, Jinchuang Group is expected to benefit from increased new train procurements, maintenance market growth, and policy incentives, leveraging its technological advantages and comprehensive product offerings [3]