| 证券代码：001212 | 证券简称：中旗新材 | 公告编号：2025-090 | | --- | --- | --- | | 转债代码：127081 | 债券简称：中旗转债 | | 广东中旗新材料股份有限公司 关于"中旗转债"预计触发赎回条件的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 自 2025 年 11 月 10 日至 2025 年 11 月 20 日，广东中旗新材料股份有限公司 （以下简称"公司"）股票已有九个交易日的收盘价不低于"中旗转债"当期转 股价格（即 14.76 元/股）的 130%（即 19.188 元/股），预计后续可能触发"中 旗转债"有条件赎回条款。根据《广东中旗新材料股份有限公司公开发行可转换 公司债券募集说明书》（以下简称《募集说明书》）中有条件赎回条款的相关规 定，届时公司董事会有权决定是否按照债券面值加当期应计利息的价格赎回全部 或部分未转股的"中旗转债"。敬请广大投资者详细了解可转换公司债券相关规 定，并及时关注公司后续公告，注意投资风险。 一、可转换公司债券发行上市情况 （一）可转换公司债 ...

（文章来源：证券日报） 证券日报网讯中旗新材11月19日在互动平台回答投资者提问时表示，公司全资子公司中旗矿业取得的采 矿权矿种为脉石英矿，不涉及投资者所关心的金属矿种。由于矿产开发受自然条件、技术条件、市场及 政策等多方面因素影响，能否达到预期仍存在不确定性，请注意投资风险。本次取得采矿许可证对公司 当期经营业绩无重大影响，具体内容请参阅公司在巨潮资讯网披露的《关于子公司取得采矿权证的自愿 性信息披露公告》。 ...

Group 1 - Recent favorable policies for mergers and acquisitions (M&A) have emerged across various regions, highlighting significant initiatives such as Shenzhen's action plan to promote high-quality M&A development from 2025 to 2027, which emphasizes private equity funds' involvement in M&A through direct investments and other financial instruments [1] - Tianjin's measures support the establishment of M&A mother funds by government investment funds, aiming to accelerate the cultivation of M&A fund clusters and innovate financing tools for M&A [1] - Beijing's opinions on supporting M&A for listed companies indicate a recognition of "reverse mergers," allowing non-listed companies to acquire listed companies to enhance their market presence [2] Group 2 - The concept of "reverse mergers" has gained attention in the primary market, with companies like Weiye New Materials and Zhiyuan Robotics successfully executing such transactions, marking a new operational model for startups [3][4] - The recent surge in M&A activity is attributed to the release of the CSRC's new regulations on major asset restructuring, which encourages private equity funds to participate in M&A [6] - The new restructuring regulations introduce a "reverse linkage" mechanism for private equity funds, significantly shortening the lock-up periods for investments, which is expected to stimulate M&A activities [6] Group 3 - The investment logic for M&A funds is evolving, focusing on industry-level integration and operational efficiency rather than merely financial transactions [7] - Successful M&A strategies now require long-term thinking and addressing operational management post-acquisition, indicating a shift towards a more integrated approach in the capital market [7] - The future of China's capital market is anticipated to trend towards concentration, with fewer leading listed companies, creating ample opportunities for M&A [8]

Company Overview - Zhongqi New Materials was established on March 27, 2007, and was listed on the Shenzhen Stock Exchange on August 23, 2021. The company is located in Foshan, Guangdong Province, and is a leading player in the domestic artificial quartz stone industry, focusing on the research, production, sales, and service of artificial quartz stone decorative materials, with certain technical barriers [1]. Financial Performance - As of Q3 2025, Zhongqi New Materials reported revenue of 318 million yuan, ranking 15th out of 17 in the industry. The top competitor, Beixin Building Materials, had revenue of 19.905 billion yuan, while the second, Tubao, reported 6.319 billion yuan. The industry average revenue was 2.641 billion yuan, with a median of 936 million yuan [2]. - The net profit for the same period was 3.4879 million yuan, placing the company 13th in the industry. Beixin Building Materials led with a net profit of 2.655 billion yuan, followed by Tubao with 635 million yuan. The industry average net profit was 210 million yuan, with a median of 15.9116 million yuan [2]. Financial Ratios - As of Q3 2025, Zhongqi New Materials had a debt-to-asset ratio of 20.58%, down from 23.76% year-on-year and below the industry average of 34.66%, indicating good solvency [3]. - The gross profit margin for Q3 2025 was 13.55%, lower than the previous year's 18.82% and below the industry average of 19.88%, reflecting challenges in profitability [3]. Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 51.04% to 24,300, while the average number of circulating A-shares held per shareholder decreased by 31.91% to 6,598.88. Notably, Yongying Semiconductor Industry Smart Selection Mixed Fund A (015967) exited the list of the top ten circulating shareholders [5]. Leadership - The chairman, He Rongming, aged 64, has been in office since 2022. He is also the general manager and has a background in leadership roles at Shanghai Microelectronics Equipment (Group) Co., Ltd. from 2002 to 2021 [4].

Market Overview - The renovation and building materials sector increased by 0.87% compared to the previous trading day, with Jianlang Hardware leading the gains [1] - The Shanghai Composite Index closed at 3954.79, down 0.81%, while the Shenzhen Component Index closed at 13378.21, down 1.14% [1] Key Stocks Performance - Jianlang Hardware (002791) closed at 22.70, up 5.53% with a trading volume of 157,900 shares and a transaction value of 357 million yuan [1] - Zhongqi New Materials (001212) closed at 49.81, up 5.13% with a trading volume of 70,100 shares and a transaction value of 349 million yuan [1] - Youbang Ceiling (002718) closed at 25.14, up 3.24% with a trading volume of 19,400 shares and a transaction value of 47.95 million yuan [1] - Other notable performers include Tu Baobao (002043) up 2.77% and Beijing Lier (002392) up 2.75% [1] Capital Flow Analysis - The renovation and building materials sector saw a net inflow of 38.71 million yuan from institutional investors, while retail investors experienced a net outflow of 42.53 million yuan [2] - Major stocks like Beijing Lier (002392) had a net inflow of 33.61 million yuan from institutional investors, indicating strong institutional interest [3] - Zhongqi New Materials (001212) also attracted 20.08 million yuan from institutional investors, despite a net outflow from retail investors [3]

Core Insights - A total of 490 stocks in the Shanghai and Shenzhen markets have experienced net outflows of main funds for five consecutive days or more as of October 29 [1] - The stock with the longest continuous net outflow is Zhongju Gaoxin, with 31 days of outflows, followed by Hengshen New Materials with 21 days [1] - The largest total net outflow amount is from China Merchants Bank, with a cumulative outflow of 3.093 billion yuan over 12 days [1] Group 1: Stocks with Longest Net Outflows - Zhongju Gaoxin has seen net outflows for 31 days, with a total outflow of 559 million yuan and a cumulative decline of 6.91% [1] - Hengshen New Materials has recorded net outflows for 21 days, totaling 197 million yuan, with a decline of 9.80% [3] - China Merchants Bank has the highest net outflow amount of 3.093 billion yuan over 12 days, with a net outflow ratio of 6.98% and a cumulative increase of 1.65% [1] Group 2: Other Notable Stocks - Guotai Junan has experienced net outflows for 10 days, amounting to 1.877 billion yuan, with a net outflow ratio of 7.89% and a cumulative increase of 2.70% [1] - Shengbang Co. has seen net outflows for 12 days, totaling 1.826 billion yuan, with a net outflow ratio of 9.52% and a cumulative decline of 10.65% [1] - Huajian Group has recorded net outflows for 6 days, with a total outflow of 1.713 billion yuan and a significant decline of 40.29% [1] Group 3: Stocks with Significant Outflow Ratios - Jianan Intelligent has the highest net outflow ratio at 14.74%, with a decline of 2.98% over the past 5 days [1] - Other notable stocks with high outflow ratios include Huayi Development at 11.91% and Pianzaihuang at 11.84% [1] - The overall trend indicates a significant outflow of funds from various sectors, reflecting investor sentiment and market conditions [1]

Core Viewpoint - Zhongqi New Materials (SZ 001212) announced the convening of its fourth board meeting on October 27, 2025, to review the third quarter report for 2025 [1] Company Summary - For the first half of 2025, Zhongqi New Materials reported that 99.44% of its revenue came from non-metallic mineral products, 0.37% from other businesses, and 0.19% from high-purity sand [1] - As of the report date, Zhongqi New Materials has a market capitalization of 9.3 billion yuan [1]

一、董事会会议召开情况 1、广东中旗新材料股份有限公司（以下简称"公司"）第四届董事会第五 次会议通知于 2025 年 10 月 16 日以口头通知、电话通知及书面送达的方式发出。 2、本次会议于 2025 年 10 月 27 日上午 8:30 在万科金融中心会议室以现场 及通讯表决方式召开。 3、本次会议应出席董事 7 人，实际出席董事 7 人。 | 证券代码：001212 | 证券简称：中旗新材 | 公告编号：2025-089 | | --- | --- | --- | | 转债代码：127081 | 债券简称：中旗转债 | | 4、本次会议由董事长贺荣明先生主持，公司高级管理人员列席了本次会议。 表决结果：7 票赞成，0 票反对，0 票弃权。 公司《2025 年第三季度报告》的编制程序符合法律、法规和深圳证券交易 所的有关规定，报告内容真实、准确、完整地反映了公司的实际情况，不存在任 何虚假记载、误导性陈述或者重大遗漏。因此，公司董事会同意并批准报出公司 根据要求编制的 2025 年第三季度报告。具体内容详见公司同日在巨潮资讯网 （www.cninfo.com.cn）披露的《2025 年第三季度报告》。 ...

Financial Performance - The company's revenue for Q3 2025 was ¥120,602,815.50, representing a decrease of 12.61% compared to the same period last year[4]. - Net profit attributable to shareholders was ¥1,177,232.74, down 91.55% year-on-year, while the net profit excluding non-recurring items was ¥123,381.40, a decline of 99.00%[4]. - Total operating revenue for the current period is ¥317,820,273.64, a decrease of 20.0% compared to ¥397,280,102.75 in the previous period[27]. - Net profit for the current period is ¥3,487,863.44, a significant decline of 92.7% from ¥37,647,360.62 in the previous period[28]. - Basic earnings per share decreased to ¥0.02 from ¥0.32, indicating a drop of 93.8%[30]. Assets and Liabilities - The total assets at the end of the reporting period were ¥2,250,082,485.08, a decrease of 3.76% from the end of the previous year[5]. - Total assets decreased from ¥2,338,007,252.31 to ¥2,250,082,485.08, a reduction of approximately 3.8%[26]. - Total liabilities decreased from ¥605,286,845.33 to ¥463,017,817.12, reflecting a decline of 23.5%[25]. - Owner's equity increased to ¥1,787,064,667.96 from ¥1,732,720,406.98, showing a growth of 3.1%[26]. Cash Flow - The company's cash flow from operating activities for the year-to-date was ¥19,468,657.18, down 78.89% compared to the previous year[9]. - Operating cash inflow totaled $353,595,402.40, down 20.8% from $446,247,575.12 in the previous period[32]. - Net cash flow from operating activities was $19,468,657.18, a significant decrease of 78.9% compared to $92,233,332.97 last period[33]. - Cash inflow from investment activities reached $1,696,709,790.30, an increase of 89.2% from $896,872,826.19 in the prior period[33]. - Net cash flow from investment activities was $2,894,271.20, recovering from a negative $86,828,155.39 in the previous period[33]. - Cash inflow from financing activities amounted to $126,000,000.00, with no inflow recorded in the prior period[34]. - Net cash flow from financing activities was negative at -$29,832,640.20, an improvement from -$34,535,956.72 last period[34]. - The ending cash and cash equivalents balance was $177,329,186.09, down from $548,757,128.37 in the previous period[34]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 24,349[10]. - The largest shareholder, Guangdong Xingkong Technology Equipment Co., Ltd., held 22.74% of the shares, totaling 42,698,485 shares[11]. Management and Corporate Actions - The company completed the acquisition of 24.97% of shares from major shareholders, establishing control over the company[13]. - The board of directors was re-elected, and new senior management personnel were appointed on July 7, 2025[16]. - The company announced a temporary suspension of the implementation of certain fundraising projects, including a semiconductor-grade quartz crucible project[17]. - The first phase of the employee stock ownership plan was completed, with 812,300 shares sold, accounting for 0.44% of the total share capital[18][19]. - The company has postponed the production line for certain convertible bond fundraising projects, adjusting the expected operational date[20]. - The company has not reported any changes in the lending or borrowing of shares among the top 10 shareholders[22]. Expenses - The company reported a significant increase in management expenses, which rose by 37.57% to ¥22,513,337.56 due to higher intermediary service fees and increased depreciation[9]. - Research and development expenses for the current period are ¥12,510,377.93, slightly up from ¥12,057,189.85, indicating a 3.8% increase[28].

| 证券代码：001212 | 证券简称：中旗新材 | 公告编号：2025-087 | | --- | --- | --- | | 转债代码：127081 | 债券简称：中旗转债 | | 特别提示： 根据《深圳证券交易所股票上市规则》《深圳证券交易所上市公司自律监管 指引第 15 号——可转换公司债券》的有关规定，广东中旗新材料股份有限公司 （以下简称"公司"）现将 2025 年第三季度可转换公司债券（以下简称"可转 债"）转股及公司股份变动情况公告如下： 一、可转换公司债券发行上市情况 （一）可转换公司债券发行情况 经中国证券监督管理委员会（以下简称"中国证监会"）《关于核准广东中 旗新材料股份有限公司公开发行可转换公司债券的批复》（证监许可〔2023〕249 号）核准，公司于 2023 年 3 月 3 日公开发行了可转债 540.00 万张，每张面值人 民币 100 元，发行总额 54,000.00 万元，债券期限为 6 年。 （二）可转换公司债券上市情况 经深圳证券交易所（以下简称"深交所"）"深证上〔2023〕327 号"文同 意，公司 54,000.00 万元可转债已于 2023 年 4 月 25 ...