证券代码：603980 证券简称：吉华集团 公告编号：2026-024 浙江吉华集团股份有限公司 关于变更项目质量复核人的公告 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个别及连带责任。 浙江吉华集团股份有限公司（以下简称"公司"）于 2025 年 4 月 28 日召开 第五届董事会第六次会议和第五届监事会第五次会议，于 2025 年 5 月 20 日召开 2024 年年度股东大会，审议通过了《关于聘请 2025 年度财务审计机构的议案》， 同意聘请天健会计师事务所（特殊普通合伙）（以下简称"天健"）为公司 2025 年度审计机构。 天健作为 2025 年度财务报表和 2025 年末财务报告内部控制审计机构，原委 派王长富作为2025年度财务报表审计报告和2025年末财务报告内部控制审计报 告的项目质量复核人。因会计师内部工作调整，天健现委派吴浩然接替王长富作 为项目质量复核人。变更后的项目质量复核人为吴浩然。 二、本次变更后的项目质量复核人的基本信息 吴浩然 2004 年成为中国注册会计师，自 2011 年开始在天健执业。吴浩然不 ...

Group 1 - The core point of the article is that Jihua Group (sh603980) experienced a limit-up on February 24, 2026, reaching a price of 8.56 yuan, with a 10.03% increase and a total market capitalization of 5.794 billion yuan [1] Group 2 - Jihua Group is undergoing a significant transformation, with Tonglu Junheng becoming the new controlling shareholder through an agreement transfer, holding 29.89% of shares for a transaction amount of 1.495 billion yuan [1] - The new shareholder has committed to not transferring control for 60 months and not pledging shares for 36 months, ensuring long-term stability of control [1] - The company plans to raise 300 million yuan through a directed issuance to the controlling shareholder to supplement liquidity, which is expected to reduce the debt-to-asset ratio by 2-3 percentage points [1] - The company has fully recovered 50 million yuan of overdue trust principal and 3.06 million yuan in earnings, improving its financial situation [1] - The chemical industry, particularly dye-related companies, has seen stock price movements due to fluctuations in product prices and market demand, with Jihua Group's sector experiencing capital inflows on February 24 [1] - Technical indicators show that the MACD for the stock is trending towards a golden cross, indicating potential upward momentum [1]

Core Insights - The humanoid robot industry in China is characterized by high technical barriers, significant R&D investment, and long industrialization cycles, but it is rapidly advancing due to dual support from policy guidance and industrial capital [1] - Major companies like Yuzhu Technology, Songyan Power, Magic Atom, and Galaxy General have established a complete innovation ecosystem from core components to complete products, contributing to China's significant position in global competition [1] Industry Development - The humanoid robot sector has seen accelerated development, with a complete innovation ecosystem formed, including core components and complete products [1] - The industry is supported by various investors, including venture capital firms, state-owned enterprises, private companies, and individuals [1] Investment Landscape - A total of 52 A-share listed companies have directly or indirectly invested in Yuzhu Technology, Songyan Power, Magic Atom, and Galaxy General, spanning 15 industries such as computer, electronics, media, and machinery [1] - Notable investments include Jihua Group, which indirectly invested in both Yuzhu Technology and Galaxy General, and Zhongji Xuchuang, which invested in Yuzhu Technology and Magic Atom [1] Market Performance - As of February 13, the average increase in stock prices for the 52 participating companies is nearly 6% this year, with 16 companies seeing cumulative increases exceeding 10% [1] - Leading performers include Jiangfeng Electronics, Jihua Group, and Danghong Technology, each with cumulative increases exceeding 35% this year [1]

Core Viewpoint - The change of control at Jihua Group (603980.SH) has attracted market attention, with new shareholder Tonglu Junheng potentially driving the company's strategic transformation and resource integration, although risks related to transaction approval, main business profitability, and valuation rationality need to be monitored [1] Group 1: Control Change Details - On February 6, 2026, Jihua Group's controlling shareholder Hangzhou Jinhui and shareholder Shao Hui signed an agreement to transfer a total of 29.89% of shares to Tonglu Junheng at a price of 7.3873 yuan per share, representing a 12.78% premium over the last closing price before suspension, with a total transaction value of approximately 1.495 billion yuan [2] - The company plans to conduct a private placement to raise no more than 300 million yuan for Tonglu Junheng, which will increase its shareholding to 35.91% upon completion of the transaction [2] Group 2: Company Structure and Governance - The management team will undergo changes, with the original chairman Shao Hui stepping down, and Tonglu Junheng appointing a new chairman, general manager, and financial officer to take full control of the company's operations [3] - There is an expectation for strategic transformation as Suertian, the actual controller of Tonglu Junheng, operates Global New Materials International, which specializes in pearlescent and new energy materials, potentially facilitating Jihua Group's shift from traditional dyes to high-value products such as digital printing dyes and bio-based dyes [3] - The 300 million yuan raised from the private placement will be used to supplement working capital and repay debts, which is expected to lower the company's debt ratio (13.18% as of Q3 2025) and improve cash flow [3] Group 3: Stock Performance - After resuming trading on February 9, the stock price hit the daily limit, closing at 7.93 yuan on February 10, with nearly 290,000 hands of limit orders. However, on February 13, the stock price corrected to 7.78 yuan, reflecting a single-day decline of 9.95%, indicating short-term profit-taking pressure [4] - Prior to the suspension, the stock price increased by 18.66% over three trading days (January 28 to 30), with a net inflow of 114 million yuan on January 28, suggesting market anticipation of the control change [4] Group 4: Future Development - The transaction still requires compliance confirmation from the Shanghai Stock Exchange, transfer procedures from China Securities Depository and Clearing, and potential antitrust reviews, introducing uncertainties [5] - The company's main business profitability is under pressure, with an expected net profit attributable to shareholders of 51.7 million yuan in 2025, a year-on-year decline of 69.64%, and a non-recurring net profit of only 2.8 million yuan, down 90.76% year-on-year, indicating weak profitability [5] - As of February 13, the company's price-to-earnings ratio (TTM) reached 93.10 times, higher than the industry average, and the new shareholders will need to address employee placement (approximately 2,300 employees) and capacity optimization challenges [5] Group 5: Industry Policy Status - The dye industry is currently in a price increase cycle, with disperse dye prices rising by 11% month-on-month in January 2026, driven by upstream raw material costs, enhancing industry prosperity [6] - As one of the three major dye production bases globally (with a capacity of 75,000 tons), if the new shareholders can effectively leverage Global New Materials International's channels and technology, it may accelerate Jihua Group's penetration into the high-end market [6]

Group 1 - The company announced the resignation of director Shao Bojin due to personal health reasons, effective February 13, 2026 [1] - Shao Bojin holds 196,000,000 shares in the company, representing 28.96% of the total share capital, and is the actual controller of the company through Hangzhou Jinhui Electromechanical Equipment Co., Ltd [2] - The resignation will not reduce the board members below the legal number, but it will affect the audit committee, prompting the company to elect a new member promptly [1][2] Group 2 - The board expressed gratitude for Shao Bojin's contributions to the company's governance and development during his tenure [2]

Core Viewpoint - Jihua Group (603980) reported that as of February 10, 2026, the number of shareholders reached 36,267 households [1] Group 1 - The company has actively engaged with investors through an interactive platform [1] - The increase in shareholder count indicates growing interest and potential confidence in the company [1]

Group 1 - The core point of the article is the resignation of Mr. Shao Bojin from the board of directors and the audit committee of Zhejiang Jihua Group Co., Ltd. due to personal health reasons [1] - The company will promptly follow relevant procedures to elect a new director and audit committee member and will fulfill its information disclosure obligations in a timely manner [1] Group 2 - The article highlights a significant fluctuation in the company's net profit, which increased ninefold before suddenly reporting a loss exceeding 200 million [1] - The chairman's personal investment of 50 million to cover the company's losses raises questions among shareholders about the company's financial management and transparency [1] - There is uncertainty regarding the whereabouts of 5 billion in trust financial products, leading to confusion among investors [1]

一、董事离任情况 | | 离任职 | | 原定任期 | | 是否继续在 上市公司及 | | 是否存在 未履行完 | | --- | --- | --- | --- | --- | --- | --- | --- | | 姓名 | | 离任时间 | | 离任原因 | | 具体职务（如适用） | | | | 务 | | 到期日 | | 其控股子公 | | 毕的公开 | | | | | | | 司任职 | | 承诺 | | | | | | | | 江苏吉华化工有限公司董 | | | | 董事、审 | 2026 年 2 | 2027 年 5 | 个人身体 | | 事长，杭州萧山吉华科技 | | | 邵伯金 | 计委员 | | | | 是 | 有限公司执行董事兼总经 | 是 | | | | 月 13 日 | 月 19 日 | 原因 | | | | | | 会委员 | | | | | 理，杭州创丽聚氨酯有限 | | | | | | | | | 公司董事 | | （一）提前离任的基本情况 （二）离任对公司的影响 根据《公司法》《公司章程》及相关规定，邵伯金先生的离任不会导致董事 会成员低于法定人数，但将导致审计委员会成员低 ...

Core Viewpoint - Jihua Group (603980.SH) announced the resignation of director Shao Bojin due to personal health reasons, effective February 13, 2026 [1] Group 1 - The company received the resignation report from Shao Bojin on February 13, 2026 [1] - Shao Bojin held positions as a member of the fifth board of directors and the audit committee [1]

Core Viewpoint - Jihua Group announced the resignation of director Shao Bojin due to personal health reasons, effective February 13, 2026 [1] Group 1 - The resignation involves Shao Bojin stepping down from both the fifth board of directors and the audit committee [1]