浙商中拓集团股份有限公司 公 司 章 程 （2025 年修订） | | | 公司经湖南省人民政府"湘政发〔1998〕99 号"文批准，以募集 方式设立；1999 年 4 月 12 日在湖南省市场监督管理局注册登记，取得 营业执照，营业执照号 4300001002319（3-3）；2018 年 8 月，公司在 浙江省市场监督管理局注册登记，统一社会信用代码： 91430000712108626U。 第三条 公司经中国证券监督管理委员会 1999 年 3 月 11 日"证 监发行字〔1999〕28 号"文核准，于 1999 年 3 月 18 日首次向社会公 众发行人民币普通股 3,500 万股，全部为向境内投资人发行的以人民币 认购的内资股，根据深圳证券交易所"深证上[1999]52 号"文通知于 1999 年 7 月 7 日在深圳证券交易所上市。 第四条 公司注册名称： 中文全称：浙商中拓集团股份有限公司 英文全称：ZHESHANG Development Group Co.,LTD. 第五条 注册地址： 浙江省杭州市萧山区北干街道博奥路 1658 号拓中大厦 1 幢 27 层 -28 层 浙商中拓集团股份有限 ...

证券代码：000906 证券简称：浙商中拓 公告编号：2025-62 浙商中拓集团股份有限公司 2025 年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会没有出现否决提案。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 5、主持人：董事长袁仁军先生因工作原因未能现场出席本 次股东大会，本次股东大会由副董事长杨威先生主持。 6、会议的召开符合《公司法》《深圳证券交易所股票上市规 则》《上市公司股东会规则》等法律、法规及规范性文件和《公 司章程》的规定。 （二）会议出席情况 1、会议召开时间： （1）现场会议：2025年9月9日（周二）上午10：30 （2）网络投票：通过深圳证券交易所交易系统进行网络投 票的具体时间为2025年9月9日上午9:15—9:25，9:30—11:30，下 午13:00—15:00；通过深圳证券交易所互联网投票系统进行网络 投票的具体时间为2025年9月9日上午9:15至下午15:00中的任意 时间。 2、会议地点：杭州市萧山区 ...

浙江天册律师事务所 浙商中拓集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 关于 法律意见书 浙江天册律师事务所 关于 浙商中拓集团股份有限公司 2025 年第二次临时股东大会的 法律意见书 编号：TCYJS2025H1500 号 致：浙商中拓集团股份有限公司 （二）本次股东大会采取现场投票与网络投票相结合的方式。 根据本次股东大会的会议通知，本次股东大会现场会议召开的时间为 2025 年 9 月 9 日上午 10 点 30 分；召开地点为杭州市萧山区博奥路 1658 号拓中大厦 28 层 3 号会议室。经本所律师的审查，本次股东大会现场会议召开的实际时间、地点与 本次股东大会的会议通知中所告知的时间、地点一致。 浙江天册律师事务所（以下简称"本所"）接受浙商中拓集团股份有限公司（以 下简称"浙商中拓"或"公司"）的委托，指派本所律师参加公司 2025 年第二次 临时股东大会（以下简称"本次股东大会"），并根据《中华人民共和国证券法》 （以下简称"《证券法 ...

Core Viewpoint - The increasing volatility in global financial markets has led to a heightened focus on risk management through hedging strategies among listed companies, with a notable rise in the number of companies utilizing derivative instruments for risk management [1][2]. Summary by Relevant Sections Growth in Hedging Activities - In the first seven months of 2025, 1,383 A-share listed companies issued announcements related to hedging, representing a year-on-year increase of 15.7% [2]. - Companies addressing exchange rate, interest rate, and commodity price risks saw respective increases of 13%, 16%, and 13% in the number of announcements [2]. Types of Risks Managed - Exchange rate risk is a significant concern, with 80% of A-share companies mentioning it in their hedging announcements [2]. - The focus on interest rate risk has been increasing, reflecting a growing awareness among companies during the global interest rate decline [2][3]. Commodity Hedging Trends - Common commodities for hedging include copper, aluminum, steel, lithium carbonate, and silver, with a notable increase in companies mentioning lithium carbonate futures [2]. - New commodity futures listed in 2024 have also been included in hedging strategies, with six companies explicitly hedging bottle chip futures in the first half of 2025 [2]. Industry Participation - Manufacturing companies, particularly in the chemical and agricultural processing sectors, are the primary participants in hedging activities [3]. - There has been a shift in how companies evaluate the effectiveness of hedging, moving from a focus solely on profit and loss to a more comprehensive assessment of fair value changes [3]. Successful Hedging Examples - Companies like Jinlongyu, Zhejiang Zhongtuo, Daodaquan, and Nangang have reported significant profits from their hedging activities, with Jinlongyu achieving a profit of 5.8 billion yuan from its hedging tools [4][5]. - Supply chain companies such as Wucai Zhongda and Xiamen Xiangyu also reported substantial gains from their hedging strategies, with reported amounts of 2.062 billion yuan and 614 million yuan, respectively [5]. Transparency and Regulation - New guidelines from the Shanghai and Shenzhen Stock Exchanges require companies to disclose the combined profits and losses from hedging tools and underlying projects starting in 2024, enhancing transparency in hedging activities [5]. - Increased transparency in hedging disclosures is expected to improve investor understanding and confidence in company operations [5]. Recommendations for Companies - Companies are advised to adopt a systematic approach to hedging, starting with top-level design and team establishment, and gradually implementing hedging strategies [7]. - It is recommended that companies engage external experts to guide them through the complexities of hedging and to learn from industry best practices [7]. - A phased approach to hedging, beginning with small-scale pilots, is suggested to refine processes and build expertise [7].

Core Viewpoint - The company is undergoing a significant organizational restructuring to enhance operational efficiency and core competitiveness, aligning with the strategic goals for the upcoming "15th Five-Year Plan" [1] Group 1: Business Frontline - The company is establishing a three-tier command chain of "sector-business unit-business department" to enhance market responsiveness and focus on core operations [2] - The reform is initially focused on the black and logistics sectors, with a clear emphasis on professional integration and modular restructuring [2] - The steel business unit aims to consolidate global resources and expand channels, while the logistics unit focuses on creating a modern logistics system with low costs and high responsiveness [2] Group 2: Functional Departments - The company is transforming its functional departments from traditional management roles to strategic advisory roles, supported by five key centers [3] - A comprehensive review of headquarters responsibilities has been conducted, establishing a clear set of over 300 key management indicators to ensure accountability and efficiency [3] - The company is fostering a talent development platform that combines business acumen with management skills to support strategic implementation [3][4] Group 3: Operations Management Center - The operations management center is being enhanced to ensure alignment with the company's overall interests and facilitate integrated professional support [5] - The center is designed to be deeply embedded in the business frontline, acting as both an operations manager and a risk regulator [6] - The company plans to continue its organizational transformation by focusing on core businesses and optimizing resource allocation through refined indicators [6]

Core Viewpoint - The company is undergoing a significant organizational restructuring to enhance operational efficiency and core competitiveness, aligning with the strategic goals for the upcoming "15th Five-Year Plan" [1] Group 1: Business Frontline - The company recognizes the importance of frontline business units as the first line of defense in seizing market opportunities and creating value [3] - A three-tier command structure has been established, focusing on specialized operations and leveraging regional characteristics to cultivate differentiated competitive advantages [3] - The steel and logistics divisions have been restructured to enhance clarity in objectives and responsibilities, promoting a culture of meticulous operation and rapid response [3] Group 2: Functional Departments - The headquarters' functional departments are evolving from traditional management roles to strategic advisory roles, supported by five key centers [4] - A comprehensive review of headquarters responsibilities has been conducted, leading to the establishment of over 300 key management indicators to ensure effective strategy execution [5] - The reformed functional departments aim to provide critical support for strategy implementation through data analysis and resource optimization [5] Group 3: Operations Management Center - The operations management center is being transformed into a "frontline committee" to ensure seamless execution of strategies at the business front [6] - The center's leadership is aligned with the company's overall interests, fostering a collaborative environment that breaks down departmental barriers [6] - The restructured operations management center serves as a command post for the frontline, facilitating rapid response to market dynamics and operational challenges [6] Group 4: Three-Dimensional Collaborative System - The efficient operation of the three-dimensional collaborative system injects new momentum into the company, with aligned goals and shared information across all levels [7] - The company plans to continue deepening organizational reforms, focusing on core business areas and optimizing resource allocation through refined indicators [7] - The revamped organizational structure is expected to provide robust support for the company's global strategy and the successful implementation of the "15th Five-Year Plan" [7]

Core Viewpoint - Zhejiang Zhongtuo (000906) reported mixed financial results for the first half of 2025, with revenue growth but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1][2]. Financial Performance - Total revenue for the first half of 2025 reached 107.164 billion yuan, an increase of 8.51% year-on-year [1]. - Net profit attributable to shareholders was 207 million yuan, down 36.99% compared to the previous year [1]. - In Q2 2025, total revenue was 56.435 billion yuan, up 4.21% year-on-year, while net profit fell to 14.5472 million yuan, a decline of 82.75% [1]. Key Financial Ratios - Gross margin decreased to 0.78%, down 37.98% year-on-year [1]. - Net margin also fell to 0.32%, a decrease of 24.92% [1]. - The ratio of selling, administrative, and financial expenses to revenue was 0.59%, down 28.00% year-on-year [1]. Cash Flow and Debt Management - Operating cash flow per share was -5.26 yuan, an improvement of 51.80% year-on-year [1]. - The company’s cash and cash equivalents increased by 14.70% to 7.32 billion yuan [1]. - Interest-bearing liabilities decreased by 4.60% to 12.488 billion yuan [1]. Accounts Receivable and Inventory - Accounts receivable increased by 15.05% to 7.498 billion yuan, with accounts receivable to net profit ratio reaching 2032.79% [1][3]. - Inventory levels rose significantly by 87.66%, attributed to slower turnover in the supply chain and increased investment in new business ventures [1]. Investment and Financing Activities - Net cash flow from investing activities decreased by 112.36%, influenced by increased margin requirements for hedging derivatives [2]. - Net cash flow from financing activities fell by 41.52%, reflecting reduced funding needs compared to the previous year [2]. Business Model and Return on Investment - The company's return on invested capital (ROIC) was 5.13%, indicating average capital returns [2]. - Historical data shows a median ROIC of 8.44% over the past decade, with two years of losses since the company went public [2]. Recommendations and Observations - The company’s cash flow situation is concerning, with a cash to current liabilities ratio of only 21.4% [3]. - The debt situation is also a point of concern, with an interest-bearing asset liability ratio of 23.97% [3]. - Continuous monitoring of accounts receivable and cash flow is advised due to the high ratio of accounts receivable to profit [3].

Core Insights - The company reported a significant increase in operational volume and revenue for the first half of 2025, achieving 67.73 million tons in operational volume, an increase of 33% year-on-year, and a revenue of 107.2 billion yuan, up 8.51% year-on-year [2] - The company is focusing on optimizing its business structure and expanding its energy and chemical supply chain, with energy chemical revenue increasing by 88% and accounting for 29% of total revenue [2][3] - The company is actively pursuing international expansion, with international business revenue reaching 36.3 billion yuan, a growth of 30.5%, and making up 33.9% of total revenue [3] Business Performance - The company achieved a total profit of 474 million yuan, with a 14% increase after excluding government subsidies [2] - The renewable energy sector is progressing steadily, with revenue from this segment reaching 6.8 billion yuan, a 27% increase, and a significant increase in household photovoltaic installations [2] - The company has diversified its product offerings, including new agricultural products, generating 1.5 billion yuan in revenue [2] Global Expansion - The company is implementing a "go global" strategy, establishing an office in South Korea and leveraging the Hainan Free Trade Port for crude oil imports [3] - A wholly-owned subsidiary has been established in the Zhoushan Free Trade Zone, which has begun operations [3] Future Outlook - The company aims to become a world-class supply chain manager, focusing on making the supply chain more efficient, greener, and smarter [4] - The company plans to continue its global strategy and enhance innovation to drive sustainable development [4]

Core Insights - Zhejiang Zhongtuo (000906) reported a total revenue of 107.164 billion yuan for the first half of 2025, an increase of 8.51% year-on-year, while the net profit attributable to shareholders decreased by 36.99% to 207 million yuan [1] - The company's gross margin fell to 0.78%, down 37.98% year-on-year, and the net margin decreased to 0.32%, down 24.92% [1] - The accounts receivable reached 74.98 billion yuan, representing 2032.79% of the net profit, indicating a significant concern regarding cash flow management [1][4] Financial Performance - Total revenue for 2025 was 107.164 billion yuan, compared to 98.761 billion yuan in 2024, reflecting an 8.51% increase [1] - Net profit attributable to shareholders dropped from 328 million yuan in 2024 to 207 million yuan in 2025, a decline of 36.99% [1] - The company's gross margin decreased from 1.26% in 2024 to 0.78% in 2025, while the net margin fell from 0.43% to 0.32% [1] Cash Flow and Debt Management - The company reported a significant increase in accounts receivable, which rose by 15.05% to 74.98 billion yuan [1] - Operating cash flow per share was -5.26 yuan, an improvement of 51.8% year-on-year, indicating a reduction in cash outflow despite negative cash flow [1][3] - The company’s interest-bearing liabilities decreased by 4.6% to 12.488 billion yuan, suggesting improved debt management [1] Operational Insights - Inventory levels increased by 87.66% due to slower turnover in the supply chain and investments in new business ventures [3] - Research and development expenses surged by 105.95%, driven by increased investment in high-strength fastener projects [3] - The company’s return on invested capital (ROIC) was 5.13%, indicating average capital returns, with a historical median ROIC of 8.44% over the past decade [4]

Core Insights - Company reported a total operating revenue of 107.164 billion yuan, an increase of 8.51% year-on-year, marking five consecutive years of growth [1] - Net profit attributable to shareholders decreased to 207 million yuan, down 36.99% compared to the same period last year [1] - Operating cash flow showed a net outflow of 3.733 billion yuan, an increase of 4 billion yuan compared to the same period last year [1] Financial Ratios - The latest debt-to-asset ratio stands at 81.87%, up 0.95 percentage points from the previous quarter and 1.37 percentage points from the same period last year [3] - Gross profit margin is at 0.78%, down 0.19 percentage points from the previous quarter and 0.48 percentage points year-on-year [3] - Return on equity (ROE) is 3.58%, a decrease of 2.18 percentage points compared to the same period last year [3] Earnings and Turnover - Diluted earnings per share decreased to 0.26 yuan, down 38.10% year-on-year [4] - Total asset turnover ratio increased to 2.46 times, up 2.56% year-on-year [4] - Inventory turnover ratio improved to 6.99 times, an increase of 6.46% compared to the same period last year [4] Shareholder Structure - The number of shareholders is 28,700, with the top ten shareholders holding 390 million shares, accounting for 54.91% of total equity [4] - The largest shareholder is Zhejiang Provincial Transportation Investment Group Co., Ltd., holding 44.93% of shares [4]