浙江禾川科技股份有限公司 2025年第二次临时股东会会议资料 证券代码：688320 证券简称：禾川科技 浙江禾川科技股份有限公司 2025年第二次临时股东会会议资料 二〇二五年十一月 | 2025年第二次临时股东会会议须知 | 3 | | --- | --- | | 2025年第二次临时股东会会议议程 | 5 | | 2025年第二次临时股东会会议议案 | 7 | | 议案 7 | | | 议案二：关于修订及制定公司部分治理制度的议案 | 8 | | 议案三：关于新增 年度日常关联交易预计的议案 2025 | 10 | | 议案四：关于终止与关联企业共同投资暨关联交易的议案 | 10 | 浙江禾川科技股份有限公司 2025年第二次临时股东会会议资料 浙江禾川科技股份有限公司 2025年第二次临时股东会会议须知 为维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证股东 会的顺利进行，依据《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》（以下简称"《股东会规则》"）及《浙江禾川科技股份有限公司章程》 （以下简称"《公司章 ...

Group 1 - The core point of the article highlights the recent performance of Hechuan Technology, which saw a 5.04% increase in stock price, reaching 40.82 yuan per share, with a total market capitalization of 6.164 billion yuan [1] - Hechuan Technology, established on November 22, 2011, and listed on April 28, 2022, specializes in the research, production, sales, and application integration of industrial automation products. The revenue composition is 92.54% from industrial control products, 6.35% from machine tools, and 1.11% from other sources [1] Group 2 - From the perspective of Hechuan Technology's top circulating shareholders, E Fund's ETF, the E Fund National Robot Industry ETF (159530), entered the top ten circulating shareholders in the third quarter, holding 3.3189 million shares, which is 2.99% of the circulating shares. The estimated floating profit today is approximately 6.5051 million yuan [2] - The E Fund National Robot Industry ETF (159530) was established on January 10, 2024, with a latest scale of 13.315 billion yuan. Year-to-date returns are 33.82%, ranking 1514 out of 4216 in its category; the one-year return is 42.51%, ranking 1021 out of 3889; and since inception, the return is 55.25% [2] - The fund managers, Li Shujian and Li Xu, have significant experience, with Li Shujian managing assets totaling 20.057 billion yuan and achieving a best return of 114.55% during his tenure, while Li Xu manages 26.841 billion yuan with a best return of 155.79% [2]

Core Viewpoint - Hechuan Technology, established in 2011 and listed on the Shanghai Stock Exchange in 2022, is a prominent player in the domestic industrial automation sector, possessing a full industry chain advantage and advanced product technology [1] Group 1: Business Performance - In Q3 2025, Hechuan Technology reported revenue of 733 million yuan, ranking 17th out of 30 in the industry, significantly lower than the industry leader, Huichuan Technology, which had revenue of 31.663 billion yuan [2] - The main business composition includes industrial control products at 471 million yuan (92.54%), machine tools at 32.317 million yuan (6.35%), and other products at 5.6318 million yuan (1.11%) [2] - The net profit for Q3 2025 was -99.633 million yuan, placing the company last in the industry, with a stark contrast to Huichuan Technology's net profit of 4.317 billion yuan [2] Group 2: Financial Ratios - As of Q3 2025, Hechuan Technology's debt-to-asset ratio was 38.16%, higher than the previous year's 34.58% and above the industry average of 34.21% [3] - The gross profit margin for Q3 2025 was 23.75%, down from 26.98% in the previous year and significantly lower than the industry average of 33.30% [3] Group 3: Executive Compensation - Chairman Wang Xiangbin's salary for 2024 was 851,000 yuan, an increase of 299,000 yuan from 2023 [4] - General Manager Xu Xiaojie received a salary of 597,000 yuan for 2024, up by 99,000 yuan from the previous year [4] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 14.54% to 12,500, while the average number of circulating A-shares held per account decreased by 12.70% to 8,898.59 [5] - New major shareholders include E Fund National Robot Industry ETF and Hong Kong Central Clearing Limited, holding 3.3189 million shares and 1.6830 million shares, respectively [5]

Core Viewpoint - The company has decided to terminate the establishment of a joint venture due to changes in the macroeconomic environment and the financial performance of its partner, Zhejiang Hechuan Technology Co., Ltd. [1][2] Group 1: Reasons for Termination - The joint venture was initially planned but faced significant changes in the cooperation environment due to the macroeconomic situation in 2024, leading to a shift from profit to loss for Hechuan Technology in the first half of 2024 [2] - Financial assessments indicated a high likelihood of substantial losses in the early stages of the joint venture, prompting both parties to agree to postpone the establishment until market conditions improve [2] - The photovoltaic industry has not shown fundamental improvement, and the company continues to face significant external investment pressures [2] Group 2: Impact of Termination - The joint venture has not yet been established, and the company has not made any actual capital contributions, meaning the termination will not have a substantial impact on its development strategy or financial status [3] - There are no adverse effects on the company's operations or the interests of minority shareholders as a result of this decision [3] Group 3: Review Procedures - The independent directors held a special meeting and agreed that terminating the joint venture aligns with the company's development plans and will not negatively impact operations or shareholder interests [4] - The board of directors and the supervisory board have both approved the termination, ensuring that the process followed legal and regulatory requirements [5][6] - The sponsoring institution has confirmed that the termination of the joint venture complies with necessary legal procedures and does not harm the interests of the company or its shareholders [6][7]

Core Points - The company, Zhejiang Hechuan Technology Co., Ltd., has announced changes to its corporate structure, including the conversion of its company type and the cancellation of its supervisory board [8][9][10] - The company will apply to change its registration type from "joint-stock company (Hong Kong, Macao, and Taiwan investment, listed)" to "joint-stock company (listed)" due to the reduction of foreign shareholder ownership below 10% [8][9] - The supervisory board's functions will be transferred to the audit committee of the board of directors, in compliance with new regulations [9][10] - The company plans to revise its articles of association to reflect these changes, which will require approval from the shareholders' meeting [10][11] - Several governance systems will be revised and new systems will be established to enhance internal management and protect shareholder rights [11][12] Financial Data - The quarterly financial report for the third quarter has not been audited [3][4] - The report includes major financial data and indicators, but specific figures are not provided in the documents [3][4] - Non-recurring gains and losses are applicable, but details on significant items are not specified [4][5] Shareholder Information - The total number of ordinary shareholders and the situation of the top ten shareholders are to be disclosed, but specific data is not provided [5][6] - There are no changes reported regarding the lending of shares by major shareholders [6]

Group 1 - The company reported a revenue of 733 million yuan for the first three quarters of 2025, representing a year-on-year growth of 13.83% [1] - The net profit attributable to the parent company was a loss of 91.64 million yuan [1] - The non-recurring net profit was a loss of 117 million yuan, with a basic earnings per share of -0.64 yuan [1]

Group 1 - The company reported a revenue of 733 million yuan for the first three quarters of 2025, representing a year-on-year growth of 13.83% [1] - The net profit attributable to the parent company was a loss of 91.64 million yuan [1] - The non-recurring net profit was a loss of 117 million yuan, with a basic earnings per share of -0.64 yuan [1]

Summary of Key Points Core Viewpoint - On October 29, Hangzhou Oxygen Plant Co., Ltd. disclosed an increase in shareholding, while 11 A-share listed companies announced plans for share reductions [1][2]. Group 1: Shareholding Increases - Hangzhou Oxygen Plant received a stake increase from CITIC Financial Assets, raising its holding to 5% [2]. Group 2: Shareholding Reductions - Greenfield Machinery: Shareholder Shao Yutian plans to reduce holdings by no more than 3% [2]. - Jianghua Micro: Shareholder Yin Fuhua intends to reduce holdings by no more than 3% [2]. - Jiuzhou Group: Shareholders plan to collectively reduce holdings by no more than 1.88% [2]. - Guorui Technology: Shareholder Gong Ruiliang plans to reduce holdings by no more than 3% [2]. - Kairun Co., Ltd.: Shareholder Li Zhongren plans to reduce holdings by no more than 1.70% [2]. - Yingjixin: Shareholder plans to transfer 2.9% of company shares through inquiry [2]. - Mindong Electric: Shareholder Provincial Investment Group intends to reduce holdings by no more than 1% [2]. - WuXi AppTec: Shareholders controlled by the actual controller plan to reduce holdings by no more than 2% [2]. - Zhongwei Company: A dedicated repurchase account plans to reduce holdings by no more than 0.33% [2]. - Jinhua Co., Ltd.: Plans to reduce no more than 746.54 million shares that have been repurchased [2]. - Hechuan Technology: Bosch China intends to reduce holdings by no more than 3% [2].

Major Events - Shanghai Zhiyuan Hengyue Technology completed the tender offer for Shangwei New Materials, acquiring 58.6232% of the shares, with trading resuming on October 30, 2025 [4] - Peking University Pharmaceutical's chairman and president Xu Xiren has been detained for criminal investigation, but the company's control and operations remain normal [5] - China Unicom's chairman Chen Zhongyue resigned due to work adjustments, effective October 29, 2025 [6][7] - CITIC Financial Assets increased its stake in Hangyang Co., Ltd. to 5% through a block trade, reflecting confidence in the company's future [8] - Haoshi Electromechanical's subsidiary plans to invest 232 million yuan in a high-end equipment intelligent manufacturing project [9] - Zhejiang Xiantong's second shareholder Li Qifu plans to invest 130 million yuan in Qiteng Robotics to enhance production capacity [10] - Qianjiang Biochemical's subsidiary has completed a project for bio-pesticide production, with an annual capacity of 3,261 tons [11] - Dongni Electronics will face risk warnings and a one-day suspension due to an administrative penalty [12] - Jindao Technology signed a strategic cooperation agreement with Hangcha Group to develop robotic joint modules [14] Performance Overview - Kweichow Moutai reported Q3 net profit of 19.224 billion yuan, a 0.48% increase year-on-year, with total revenue of 39.064 billion yuan [15] - Huibai New Materials achieved a Q3 net profit of 27.1307 million yuan, a 3066.26% increase year-on-year, with revenue growth of 49.59% [16] - Zangzi Island reported a Q3 net loss of 42.5226 million yuan, with revenue down 19.92% [17] - OFILM reported a Q3 net profit of 40.8235 million yuan, a 411.91% increase year-on-year, with revenue growth of 21.15% [18] - China Rare Earth's Q3 net profit was 30.4752 million yuan, down 26.43% year-on-year, with revenue declining 22.4% [19] - Tianqi Lithium reported a Q3 net profit of 95.4855 million yuan, turning a profit after previous losses [20] - New Yisheng's Q3 net profit was 2.385 billion yuan, a 205.38% increase year-on-year, driven by AI-related sales growth [21] - Industrial Fulian's Q3 net profit increased by 49% year-on-year [22] - CICC's Q3 net profit grew by 130% year-on-year [23] - Tianpu Co., Ltd. reported a Q3 net profit increase of 33% [24] - BlueFocus reported a Q3 net profit of 99.2389 million yuan, a 265.47% increase year-on-year [25] - Ningshui Group's Q3 net profit was 21.7388 million yuan, a 347.57% increase year-on-year [26] - Shoukai Co. reported a Q3 net loss of 3.105 billion yuan [27] - Xiamen Xiangyu's Q3 net profit was 601 million yuan, a 443.17% increase year-on-year [29] - Huaneng Intelligent reported a Q3 net loss of 53.8408 million yuan, a significant decline [30] - Zhongjin Gold's Q3 net profit increased by 39.18% year-on-year [31] - Shandong Gold's Q3 net profit increased by 92% year-on-year [32] - Yahua Group's Q3 net profit was 198 million yuan, a 278.06% increase year-on-year [33] - Western Gold's Q3 net profit increased by 168% year-on-year [34] - Laobai Gan Liquor reported a 28% decline in net profit for the first three quarters [35] - Kaiying Network's Q3 net profit was 633 million yuan, a 34.51% increase year-on-year [36] - Tongchen Beijian reported a Q3 net profit of 171 million yuan, turning a profit from previous losses [37] - Nanshan Holdings' Q3 net profit increased by 203.51% year-on-year [38] - China Merchants Bank's Q3 net profit was 38.842 billion yuan, a 1.04% increase year-on-year [39] - Huahong Technology's Q3 net profit increased by 7111% year-on-year [40] - Fangda Special Steel's Q3 net profit increased by 1368.1% year-on-year [41] Shareholding Changes - WuXi AppTec's controlling shareholder plans to reduce its stake by up to 2% [43] - Hecai Technology's major shareholder Bosch China plans to reduce its stake by up to 3% [44] Major Contracts - China Electric Power Construction signed a contract worth 6.568 billion yuan for a hospital project in Peru [45] - Lanshi Heavy Industry signed a significant contract in the nuclear energy sector worth 581 million yuan [46] - Guoke Military Industry's subsidiary signed a major sales contract worth 466 million yuan [48]

Core Viewpoint - Hechuan Technology (688320.SH) reported a total operating revenue of 733 million yuan for the first three quarters of 2025, representing a year-on-year increase of 13.83% [1] - The net profit attributable to shareholders of the parent company was a loss of 91.645 million yuan, which is an increase in loss of 110.109 million yuan compared to the same period last year [1] - The basic earnings per share were -0.64 yuan [1]