福立旺精密机电（中国）股份有限公司 2025 年第三次临时股东会 会议资料 二〇二五年九月 | 议案一：《关于控股子公司对外投资的议案》 5 | | --- | 福立旺精密机电(中国)股份有限公司 2025 年第三次临时股东会会议资料 福立旺精密机电（中国）股份有限公司 2025 年第三次临时股东会会议须知 会议进行中只接受股东及股东代理人发言或提问。发言或提问应围绕本次会 议议题进行，简明扼要，时间不超过 5 分钟。发言或提问时需说明股东名称及所 持股份总数。每位股东及股东代理人发言或提问次数不超过 2 次。 六、股东及股东代理人要求发言或提问时，不得打断会议报告人的报告或其 他股东及股东代理人的发言。在股东会进行表决时，股东及股东代理人不再进行 －1－ 福立旺精密机电(中国)股份有限公司 2025 年第三次临时股东会会议资料 为了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，保证本 次股东会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司股东会规则》以及《福立旺精密机电（中国）股份有限公司章程》（以 下简称"《公司章程》"）《福立旺精密机电（中国）股份有限公司股东会议 ...

| 证券代码：688678 | 证券简称：福立旺 | 公告编号：2025-066 | | --- | --- | --- | | 转债代码：118043 | 转债简称：福立转债 | | 福立旺精密机电(中国)股份有限公司 关于"福立转债"预计满足赎回条件的提示性公告 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、准确性和完整性依法承担法律责任。 重要内容提示 福立旺精密机电(中国)股份有限公司（以下简称"公司"）股票自 2025 年 9 月 5 日至 2025 年 9 月 18 日已有 10 个交易日的收盘价不低于当期转股价 格的 130%（即 19.37 元/股），若未来连续 20 个交易日内，公司股票有 5 个交 易日的收盘价格不低于当期转股价的 130%（含 130%），将触发《福立旺精密 机电(中国)股份有限公司向不特定对象发行可转换公司债券募集说明书》（以下 简称"《募集说明书》"）中规定的有条件赎回条款。若触发条件，公司将于触发 条件当日召开董事会审议决定是否赎回，并及时履行信息披露义务。 一、可转债发行上市概况 根据中国证券监督管理委员会出 ...

Core Viewpoint - The latest conversion price for "Fuli Convertible Bonds" is set at 14.90 CNY per share, with the stock price exceeding 130% of this conversion price for 10 trading days, indicating potential for conditional redemption [1] Group 1 - The stock price has been above 19.37 CNY per share, which is 130% of the current conversion price, for 10 consecutive trading days [1] - If the stock price continues to meet this condition for several more trading days, it will trigger the conditional redemption clause [1] - Upon triggering, the company will convene a board meeting to decide on the redemption and disclose the information [1]

中信证券股份有限公司 关于福立旺精密机电（中国）股份有限公司 2025 年半年度持续督导跟踪报告 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为福立旺 精密机电（中国）股份有限公司（以下简称"福立旺"或"公司"或"上市公司"） 公开发行可转换公司债券的保荐人，根据《证券发行上市保荐业务管理办法》、 《上海证券交易所科创板股票上市规则》等相关规定，中信证券履行持续督导职 责，并出具本持续督导半年度跟踪报告。 一、持续督导工作概述 2、保荐人已与公司签订保荐协议，该协议已明确了双方在持续督导期间的 权利义务，并报上海证券交易所备案。 3、本持续督导期间，保荐人通过与公司的日常沟通、现场回访等方式开展 持续督导工作，并于 2025 年 8 月 26 日、2025 年 9 月 1 日、2025 年 9 月 4 日对 公司进行了现场检查。 4、本持续督导期间，保荐人根据相关法规和规范性文件的要求履行持续督 导职责，具体内容包括： （1）查阅公司章程、三会议事规则等公司治理制度、三会会议材料； （2）查阅公司财务管理、会计核算和内部审计等内部控制制度； （3）查阅公司与控股股东、实际控制人及其关联方的资金往 ...

Group 1 - The core viewpoint of the news highlights the recent stock performance and financial metrics of Fuliwang Precision Electromechanical Co., Ltd, indicating a significant increase in stock price and trading activity [1][2] - As of September 12, Fuliwang's stock price rose by 95.93% year-to-date, with a recent trading volume of 1.38 billion yuan and a market capitalization of 7.493 billion yuan [1] - The company has a diverse revenue structure, with 54.94% from 3C precision components, 17.12% from power tool components, and 14.66% from automotive precision components [2] Group 2 - Fuliwang has experienced a net profit decline of 138.73% year-on-year, with a reported net loss of 17.7376 million yuan for the first half of 2025 [2] - The company has distributed a total of 232 million yuan in dividends since its A-share listing, with 129 million yuan distributed in the last three years [3] - As of June 30, 2025, the top ten circulating shareholders include notable funds, with changes in holdings reflecting market dynamics [3]

Core Viewpoint - Despite facing performance pressure, the company Fuliwang (688678.SH) is making significant investments to expand production capacity, with a planned investment of approximately 500 million yuan for a high-end wire material project [1][2]. Group 1: Investment and Expansion Plans - Fuliwang's subsidiary, Qiangxin Technology (Nantong) Co., Ltd., plans to invest in a project focused on high-end wire materials, including products for bridge cables, coal mine anchor cables, and ultra-high-strength prestressed steel strands [1]. - The project will be located on a 79-acre site in Nantong High-tech Zone, with a total fixed asset investment of about 300 million yuan, including 200 million yuan for equipment and 100 million yuan for land and buildings [1]. - The construction period is set for 26 months, with an expected completion and production start date by the end of March 2028 [1]. Group 2: Financial Performance - Fuliwang's revenue has shown consistent growth, with reported revenues of 927 million yuan, 992 million yuan, and 1.285 billion yuan for the years 2022 to 2024, respectively [2]. - However, net profit has declined for two consecutive years, with figures of 162 million yuan, 88 million yuan, and 55 million yuan for the same period [2]. - In the first half of 2025, the company achieved a revenue of 705 million yuan, a year-on-year increase of 27.45%, but reported a net loss of 17.74 million yuan compared to a profit of 45.8 million yuan in the same period last year [2][3]. Group 3: Challenges and Market Conditions - The company attributed its losses in the first half of 2025 to high costs associated with depreciation and labor, as its Nantong subsidiary had not yet fully commenced production [3]. - The gross profit margin has been declining since the company went public, dropping from 41.22% in 2020 to 24.41% in 2024, with a further decline to 17.9% in the first half of 2025 [3]. - The ability of Fuliwang to reverse its performance in the second half of the year and the timely release of production capacity from its Nantong subsidiary will be critical for its future development [3].

Economic Indicators - In August, China's CPI remained flat month-on-month and decreased by 0.4% year-on-year, while core CPI rose by 0.9%, marking the fourth consecutive month of growth [2] - The PPI in August fell by 2.9% year-on-year, but the decline narrowed by 0.7 percentage points compared to the previous month, marking the first contraction since March [2] Government Reports and Policies - The National Development and Reform Commission reported on the execution of the national economic and social development plan, emphasizing the need for stable employment, enterprises, and market expectations to promote domestic and international dual circulation [2] - The Ministry of Finance highlighted the need for a more proactive fiscal policy to support employment and foreign trade, while also improving people's livelihoods and managing risks in key areas [5] Market Performance - A-shares experienced a slight rebound with the Shanghai Composite Index rising by 0.13% to 3812.22 points, while the Shenzhen Component Index increased by 0.38% [6] - The Hong Kong Hang Seng Index closed up 1.01% at 26200.26 points, with significant net buying in Alibaba [6] Corporate Developments - Oracle's stock surged over 40%, marking its largest intraday gain since 1992, with a market cap increase of over $290 billion, driven by substantial cloud contracts with AI companies [3] - NIO announced a $1 billion equity financing round, attracting long-term investors from various countries to support its core technology development [7] Industry Trends - The AI industry chain saw collective gains, with sectors like copper-clad laminates and 6G concepts leading the rise, while lithium and sodium-ion battery concepts faced declines [6] - The automotive sector reported a decrease in the comprehensive inventory coefficient for dealers, indicating a potential improvement in market performance for September [11] IPO and Financing Activities - Zijin Mining International plans to initiate its IPO in Hong Kong next week, targeting a valuation exceeding $30 billion [8] - Several companies, including BYD and Top Group, reported significant stock transactions and financing activities, indicating ongoing market engagement [10]

Investment Overview - The company plans to invest approximately 500 million RMB in the "Qiangxin Isothermal Treatment High-end Wire Material Project" through its subsidiary, Qiangxin Technology (Nantong) Co., Ltd. [2][10] - The total investment includes about 300 million RMB for fixed assets, with 200 million RMB allocated for equipment and 100 million RMB for land and buildings [2][10]. Project Details - The project will be located in Nantong High-tech Zone, covering an area of approximately 79 acres [7][17]. - The construction period is estimated to be 26 months, with completion and production expected by the end of March 2028 [10][19]. Financial Implications - The project is expected to generate significant revenue, with projected taxable sales of 100 million RMB in 2028, increasing to at least 400 million RMB by 2031 [18][19]. - The funding will come from the company's own or self-raised funds, and the company is aware of potential financial risks associated with funding availability [4][20]. Strategic Importance - The project aims to enhance the company's production capacity for high-strength wire materials used in infrastructure projects, aligning with national economic development strategies [15][19]. - The investment is expected to improve the company's product offerings and strengthen its competitive position in the market [19]. Approval Process - The investment has been approved by the company's board and will require further approval from the shareholders' meeting [3][8].

Group 1 - Dongyangguang plans to jointly increase capital in a subsidiary for the acquisition of 100% equity in Qinhuai Data China, with a total investment of 75 billion yuan [2] - Baiyin Nonferrous Metals is under investigation by the China Securities Regulatory Commission for suspected information disclosure violations [3] - Beida Pharmaceutical intends to issue H-shares and apply for listing on the Hong Kong Stock Exchange [5] Group 2 - ST Tianmao plans to withdraw its A-share listing and transfer to the National SME Share Transfer System after delisting [5] - Goldwind Technology has approved an investment agreement for a 3GW wind-hydrogen-ammonia integration project in Inner Mongolia, with a total investment of approximately 189.2 billion yuan [6] - Langzi Co. has signed an agreement to acquire 67.5% of Chongqing Milan Baiyu Shiguang Medical Beauty Hospital for 92.475 million yuan [7] Group 3 - Dongfang Guoxin is establishing a joint venture with Beijing Shunyi Financial Holdings to focus on computing power infrastructure and services, with a registered capital of 300 million yuan [8] - ST Hezhong's chairman is under bail pending trial, but the company's operations remain unaffected [9] - Kangzhi Pharmaceutical's major shareholder is transferring 22.758 million shares at a price of 5.34 yuan per share, totaling 122 million yuan [9] Group 4 - Shenzhen Airport reported a passenger throughput of 5.807 million in August, a year-on-year increase of 4.07% [10] - Lin Yang Energy won a bid for a project with a total amount of approximately 244.08 million yuan [11] - Fullpower New Materials received a government subsidy of 20 million yuan, which is expected to positively impact its 2025 profits [14] Group 5 - BYD executives and core personnel collectively increased their holdings by 48.82 million shares, totaling 52.3278 million yuan [16] - Hualing Steel's major shareholder increased its stake by 6.90862 million shares, representing a 1% increase in ownership [16]

Group 1 - Tianpu Co., Ltd. experienced a significant stock price increase of 185.29% from August 22 to September 10, leading to a halt for further investigation due to abnormal trading [4] - Baiyin Nonferrous Metals has been investigated by the China Securities Regulatory Commission for suspected violations of information disclosure [5] - Qingshan Paper Industry confirmed that its production and operational activities are normal, with no significant changes in daily operations [6] Group 2 - Aoyang Health announced that its stock will continue to be suspended due to ongoing negotiations regarding a share transfer by its controlling shareholder [7] - ST Jinke will implement a capital reserve transfer to increase share capital, resulting in a one-day stock suspension [8] - ST Haofeng's stock will resume trading on September 11 after a share transfer agreement was signed, making Zhixin Network the controlling shareholder [9] Group 3 - Fushun Special Steel's stock will be suspended for one day due to a tender offer for shares by Ningbo Meishan Free Trade Port Zone Jincheng Shazhou Equity Investment Co., Ltd. [10] - Fuliwang's subsidiary plans to invest 500 million yuan in a high-end wire material research and production project [11] - ST Tianmao's application for voluntary delisting has been accepted by the Shenzhen Stock Exchange [12] Group 4 - Dongyangguang plans to jointly increase capital in a subsidiary for the acquisition of Qinhuai Data China [13] - Betta Pharmaceuticals intends to issue H-shares and apply for listing on the Hong Kong Stock Exchange [14] - Longzi Co., Ltd. plans to acquire a 67.5% stake in Chongqing Time for approximately 92.475 million yuan [15] Group 5 - Dongfang Guoxin plans to establish a joint venture for a technology company with Shunyi Jin Kong [16] - ST Lianshi signed a pre-restructuring investment agreement with selected investors [18] - Shaanxi Construction Group won four construction projects worth over 5 billion yuan in August [19] Group 6 - Dema Technology won a smart logistics project with a well-known Latin American e-commerce giant, valued at approximately 290 million yuan [20] - Mongolian Grass Ecology's subsidiary led a consortium to win a 225 million yuan ecological restoration project [21] - Dajin Heavy Industry signed a long-term production agreement for offshore wind power foundations, with a total value of about 1.25 billion yuan [24] Group 7 - Zhendong Medical's controlling shareholder plans to transfer 5% of the company's shares [25] - ST Hezhong's controlling shareholder is under bail pending trial, but company operations remain unaffected [26] - BYD's senior management and core personnel collectively increased their holdings by approximately 52.33 million yuan [27] Group 8 - Jiahe Meikang's shareholder plans to reduce its stake by up to 1.94% [28] - Sichuan Road and Bridge's controlling shareholder plans to reduce its stake by up to 2% [30] - Lanke Technology's shareholders plan to reduce their holdings by up to 2% [31]