江苏武进不锈股份有限公司 2025 年第二次临时股东大会 会议资料 江苏常州 二〇二五年九月二十五日 江苏武进不锈股份有限公司（603878） 2025 年第二次临时股东大会会议资料 目录 | 2025 | 年第二次临时股东大会会议议程 - | 3 | - | | --- | --- | --- | --- | | 2025 | 年第二次临时股东大会须知 - | 5 | - | | | 议案一：《关于取消监事会并修改<公司章程>及相关制度的议案》 - | 7 | - | - 2 - 江苏武进不锈股份有限公司（603878） 2025 年第二次临时股东大会会议资料 江苏武进不锈股份有限公司 2025 年第二次临时股东大会会议议程 2、网络投票的系统、起止日期和投票时间： ①网络投票系统：上海证券交易所股东大会网络投票系统。 ②网络投票起止时间：自 2025 年 9 月 25 日至 2025 年 9 月 25 日。 ③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 股东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为 ...

Financial Performance - The company reported a total revenue of 1.121 billion yuan for the first half of 2025, a decrease of 26.82% year-on-year [1] - The net profit attributable to shareholders was 75.4975 million yuan, down 46.05% compared to the previous year [1] - In Q2 2025, the revenue was 638 million yuan, reflecting a year-on-year decline of 20.38%, while the net profit for the same period was 45.1746 million yuan, down 37.17% [1] Key Financial Ratios - The gross margin was 14.41%, a decrease of 13.16% year-on-year, and the net margin was 6.74%, down 26.27% [1] - The total of selling, administrative, and financial expenses was 51.198 million yuan, accounting for 4.57% of revenue, a slight decrease of 0.62% [1] - Earnings per share (EPS) dropped to 0.13 yuan, a decline of 48.00% year-on-year [1] Cash Flow and Receivables - The operating cash flow per share was 0.19 yuan, down 63.63% year-on-year, indicating a significant reduction in cash generated from operations [1] - Accounts receivable amounted to 489 million yuan, representing a decrease of 36.02% year-on-year, but the accounts receivable to net profit ratio reached 389.29% [1][2] Investment and Debt - The company’s cash and cash equivalents decreased by 43.89% to 421 million yuan, attributed to increased long-term deposits [1] - Interest-bearing liabilities were reported at 380 million yuan, a decrease of 5.86% [1] - The company’s return on invested capital (ROIC) was 4.11%, indicating weak capital returns compared to the historical median of 9.31% [2]

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first half of 2025, but showed signs of recovery in the second quarter, with expectations for gradual profit improvement due to industry reforms and market conditions [1][2]. Financial Performance - In H1 2025, the company achieved revenue of 1.121 billion yuan, a year-on-year decrease of 26.82%, and a net profit attributable to shareholders of 75.4975 million yuan, down 46.05% year-on-year [1][2]. - Q2 2025 revenue was 638 million yuan, reflecting a year-on-year decline of 20.38% but a quarter-on-quarter increase of 32.25%. Net profit for Q2 was 45.1746 million yuan, down 37.17% year-on-year but up 48.98% quarter-on-quarter [1][2]. Industry Context - The chemical and petrochemical sectors experienced weak demand, contributing to the company's revenue and gross margin decline. The company adopted an "order-based production" strategy to manage operations [1][2]. - The steel industry is entering a critical phase regarding the "anti-involution" strategy, with potential for improved profitability if production cuts are implemented effectively [2]. Profitability Outlook - The company anticipates continued recovery in performance for the second half of 2025, with projected net profits of 242 million yuan, 290 million yuan, and 330 million yuan for 2025-2027, respectively [3]. - The target price for the company's stock is set at 5.93 yuan, based on a projected PE ratio of 13.8 for 2025, reflecting its leading position in the stainless steel market [3].

Investment Rating - The report maintains a "Recommended" rating for the company, with a current price of 5.59 yuan [6]. Core Views - The company reported a revenue of 1.121 billion yuan for H1 2025, a year-on-year decrease of 26.82%, and a net profit attributable to shareholders of 75 million yuan, down 46.05% year-on-year. In Q2 2025, revenue was 638 million yuan, a year-on-year decrease of 20.38% but a quarter-on-quarter increase of 32.25% [1]. - The sales volume of seamless pipes increased quarter-on-quarter, while welded pipe sales faced pressure due to a downturn in the petrochemical industry [2]. - The demand for fire and nuclear power pipes remains strong, with significant investments and new installations expected to sustain high demand [3]. Summary by Sections Financial Performance - In H1 2025, the company's gross profit margin was 14.41%, a decrease of 2.19 percentage points year-on-year. In Q2 2025, the gross profit margin was 13.00%, down 2.01 percentage points year-on-year and 3.28 percentage points quarter-on-quarter [2]. - The company forecasts net profits of 171 million yuan, 198 million yuan, and 230 million yuan for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 18x, 16x, and 14x [4][5]. Market Outlook - The fire power investment completion amount increased by 51.96% year-on-year as of June 2025, with new installed capacity rising by 72.19% year-on-year from January to July 2025. This indicates a sustained high demand for fire boiler pipes [3]. - The company has successfully passed multiple overseas certifications, positioning its export business as a potential growth driver [3]. Strategic Initiatives - The company is actively implementing a "three-pronged" development strategy to explore new application markets, including nuclear power and coal liquefaction, while enhancing its presence in international markets such as the Middle East and South America [4].

Core Viewpoint - 武进不锈 (603878) reported a significant decline in both revenue and net profit for the first half of 2025, indicating financial challenges and potential liquidity issues. Financial Performance Summary - Total revenue for the first half of 2025 was 1.121 billion yuan, a decrease of 26.82% year-on-year [1] - Net profit attributable to shareholders was 75.4975 million yuan, down 46.05% year-on-year [1] - The second quarter revenue was 638 million yuan, a decline of 20.38% year-on-year, with net profit of 45.1746 million yuan, down 37.17% year-on-year [1] - Gross margin was 14.41%, a decrease of 13.16% year-on-year, while net margin was 6.74%, down 26.27% year-on-year [1] - Total operating expenses (selling, administrative, and financial) amounted to 51.198 million yuan, accounting for 4.57% of revenue, a slight decrease of 0.62% year-on-year [1] Balance Sheet Highlights - Cash and cash equivalents decreased by 43.89% to 421 million yuan due to increased long-term deposits [1] - Accounts receivable decreased by 36.02% to 489 million yuan, but still represented 389.29% of net profit [1][4] - Interest-bearing liabilities decreased by 5.86% to 380 million yuan [1] Cash Flow Analysis - Operating cash flow per share was 0.19 yuan, a significant decrease of 63.63% year-on-year [1] - Net cash flow from operating activities decreased by 63.63% due to reduced cash received from sales [4] - Net cash flow from investing activities decreased by 257.61% due to increased purchases of financial products [4] Investment and Return Metrics - The company's return on invested capital (ROIC) was 4.11%, indicating weak capital returns [4] - Historical median ROIC since listing was 9.31%, suggesting that current performance is below historical averages [4] - The net profit margin for the previous year was 4.74%, indicating low added value from products or services [4]

Group 1 - The company, Jiangsu Wujin Stainless Steel Co., Ltd., has announced a potential downward adjustment of the conversion price for its convertible bonds, "Wujin Convertible Bonds" [1][2] - The company issued 3.1 million convertible bonds with a total amount of 31 million yuan, which began trading on August 3, 2023 [2] - The initial conversion price was set at 8.55 yuan per share, which has been adjusted to 7.93 yuan per share due to annual profit distribution [2][3] Group 2 - The downward adjustment clause for the conversion price states that if the company's stock price is below 85% of the current conversion price for at least 15 out of 30 consecutive trading days, the board can propose a price adjustment [4] - The company has observed that from August 14 to August 27, 2025, the stock price has been below the current conversion price threshold, indicating a potential trigger for the adjustment [7] - If the conditions for adjustment are met, the company will disclose the decision regarding the conversion price adjustment in accordance with regulatory requirements [7]

Group 1 - The company issued 3.1 million convertible bonds with a total value of 310 million yuan, which began trading on August 3, 2023 [1] - The initial conversion price was set at 8.55 yuan per share, which has been adjusted to 7.93 yuan per share due to annual profit distribution [2][1] - The bond has a maturity period of six years, from July 10, 2023, to July 9, 2029, with increasing interest rates over the years [1] Group 2 - The bond's conversion price can be adjusted downwards if the company's stock price closes below 85% of the current conversion price for at least 15 out of 30 consecutive trading days [2][4] - If the conversion price adjustment condition is triggered, the company must hold a board meeting to decide on the adjustment and disclose the decision the next trading day [4][3] - The threshold for triggering the adjustment is set at 6.74 yuan per share, meaning if the stock price closes below this level for five trading days within a 20-day period, the adjustment will be considered [4]

| 证券代码：603878 | 证券简称：武进不锈 | 公告编号：2025-045 | | --- | --- | --- | | 债券代码：113671 | 债券简称：武进转债 | | 江苏武进不锈股份有限公司 关于"武进转债"预计触发转股价格向下修正条件的提示性 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。 一、可转债发行上市概况 经中国证券监督管理委员会《关于同意江苏武进不锈股份有限公司向不特定 对象发行可转换公司债券注册的批复》（证监许可[2023]1353 号）同意注册，江 苏武进不锈股份有限公司（以下简称"公司"）于 2023 年 7 月 10 日向不特定对 象发行 310 万张可转换公司债券，每张面值 100 元，发行总额 31,000 万元。 如 公 司 决 定 向 下 修 正 转 股 价 格 ， 公 司 将 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）和中国证监会指定的上市公司信息披露媒体上刊登相关公告， 公告修正幅度、股权登记日和暂停转股期间（如需）等有关信息。从股权登记 ...

Market Overview - On August 27, the steel sector declined by 2.09%, with Zhongnan Co. 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] Individual Stock Performance - Notable performers included Youfa Group, which rose by 3.25% to a closing price of 6.35, and Baotou Steel, which increased by 0.72% to 2.79 [1] - Conversely, Zhongnan Co. fell by 4.79% to 2.78, while Liugang Co. dropped by 4.31% to 5.77 [2] Trading Volume and Value - The trading volume and value for key stocks were significant, with Baotou Steel recording a transaction value of 70.99 billion yuan and Youfa Group at 2.62 billion yuan [1] - Zhongnan Co. had a trading volume of 619,600 shares, resulting in a transaction value of 177 million yuan [2] Capital Flow Analysis - The steel sector experienced a net outflow of 924 million yuan from institutional investors, while retail investors saw a net inflow of 486 million yuan [2] - The capital flow for individual stocks showed mixed results, with Hangang Co. experiencing a net inflow of 15.22 million yuan from institutional investors [3] Summary of Key Stocks - Hangang Co. had a closing price of 10.86, down 0.46%, with a trading volume of 3.27 million shares [1] - Anshan Iron and Steel Co. closed at 2.62, down 3.68%, with a trading volume of 720,300 shares [2]

Group 1 - The company Wujin Stainless Steel (SH 603878) held its 10th meeting of the 5th board of directors on August 25, 2025, to discuss organizational structure adjustments [1] - For the year 2024, the revenue composition of Wujin Stainless Steel is as follows: Petrochemical accounts for 28.16%, Power Boilers for 25.59%, Other Industries for 21.96%, Machinery Equipment for 20.57%, and Natural Gas for 3.73% [1] Group 2 - The pet industry is experiencing significant growth, with a market size of 300 billion yuan, leading to a surge in stock prices for related companies [1]