1、审议通过《关于终止使用部分闲置自有资金设立子公司开展证券投资的议 案》，同意 9 票、反对 0 票、弃权 0 票。 本议案详细内容见公司指定信息披露报纸《证券时报》和指定信息披露网站 巨潮资讯网 http://www.cninfo.com.cn《江苏国泰：关于终止使用部分闲置自有资金 设立子公司开展证券投资的公告》。 2、审议通过《关于重新制定未来三年（2025 年-2027 年）股东分红回报规划 的议案》，原有《未来三年（2025 年-2027 年）股东分红回报规划》废止。同意 9 票、反对 0 票、弃权 0 票。 | 证券代码：002091 | 证券简称：江苏国泰 | 公告编号：2025-65 | | --- | --- | --- | | 转债代码：127040 | 转债简称：国泰转债 | | 江苏国泰国际集团股份有限公司 第九届董事会第二十二次（临时）会议决议公告 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。 一、董事会会议召开情况 江苏国泰国际集团股份有限公司（以下简称"公司"）第九届董事会第二十二 次（临时）会议，于 2025 年 8 月 2 ...

Core Viewpoint - The company has established a shareholder dividend return plan for the next three years (2025-2027), committing to distribute at least 40% of the annual distributable profit as cash dividends each year [1] Group 1 - The company plans to distribute cash dividends amounting to no less than 40% of the annual distributable profit achieved in that year [1] - The average annual cash dividend amount over the next three years is set to be no less than 40% of the average annual net profit attributable to the parent company's shareholders [1] - The company intends to conduct two to three profit distributions each year, primarily in cash [1]

Core Viewpoint - Jiangsu Guotai, with a market capitalization of less than 12.4 billion yuan, plans to use no more than 13.8 billion yuan for "wealth management + stock trading," raising significant market attention [1] Group 1: Financial Strategy - The company intends to allocate up to 12 billion yuan for entrusted wealth management, primarily focusing on low to medium-risk financial products such as structured deposits, income certificates, and large-denomination certificates of deposit [1] - Additionally, Jiangsu Guotai plans to invest no more than 1.8306 billion yuan in securities, indicating a higher risk awareness due to the larger allocation towards wealth management compared to stock investments [1] Group 2: Alternative Options - The company has more prudent options available, such as using part of the 13.8 billion yuan to repay short-term loans, which would significantly reduce interest expenses and have an immediate positive effect on net profit [2] - Other viable strategies include distributing dividends or repurchasing shares, which could quickly enhance the company's investment value and boost investor confidence [2] Group 3: Risk Considerations - Relying on investment income rather than operational profits to provide returns to investors is not advisable, as investment losses can lead to significant stock price declines [3] - The company should adopt a more cautious and long-term approach to fund utilization, weighing the pros and cons of various options, with dividend distribution, share repurchase, and partial loan repayment being superior to the "wealth management + stock trading" strategy [3]

Core Viewpoint - Jiangsu Guotai's recent announcements regarding significant financial maneuvers, including plans to invest up to 138.3 billion yuan in financial products and securities, have raised concerns among investors about the company's strategic direction and financial health [1][7][24]. Financial Maneuvers - Jiangsu Guotai plans to use no more than 120 billion yuan of idle funds for entrusted wealth management and up to 18.31 billion yuan for securities investments, totaling 138.3 billion yuan, which exceeds the company's current market capitalization of 124 billion yuan by 11% [1][2][7]. - The company has a history of similar large-scale financial investments, including a previous announcement to use up to 115 billion yuan for wealth management in August 2024 and 10 billion yuan for securities investments in August 2023 [8][12]. Investment Performance - Despite the aggressive investment strategy, Jiangsu Guotai has reported cumulative losses exceeding 70 million yuan from its investment activities, underperforming the market significantly, as the Shanghai Composite Index rose by 2.76% in the same period [8][9][12]. - The company's investments in specific stocks, such as Shenda Co., have shown substantial losses, with a nearly 30% decline in value since acquisition [8][9]. Financial Health - The company's operating cash flow has been declining since 2022, dropping from 36.57 billion yuan to 16.87 billion yuan in 2024, indicating a severe cash flow issue [15][18]. - Although the company reported a revenue increase of 5.46% and a net profit growth of 10.85% in the first half of the year, these figures still reflect a significant gap compared to previous years [12][18]. Governance and Strategy Concerns - Jiangsu Guotai's decision to allocate substantial funds to financial investments rather than core business expansion or R&D raises questions about its governance and strategic priorities, especially as R&D expenditures have been consistently reduced [18][24]. - The company's high executive compensation, with the assistant president earning 7.75 million yuan annually, contrasts sharply with its declining investment in R&D and increasing sales expenses [21][24].

Core Viewpoint - Jiangsu Guotai's recent announcements regarding significant financial maneuvers, including plans to invest up to 138.3 billion yuan in financial products and securities, have raised concerns among investors about the company's strategic direction and financial management [1][3][9]. Group 1: Financial Maneuvers - Jiangsu Guotai plans to use up to 120 billion yuan of idle funds for entrusted wealth management and up to 18.31 billion yuan for securities investment, totaling 138.3 billion yuan, which exceeds the company's market capitalization of 124 billion yuan [1][6][9]. - The company has a history of significant financial investments, having previously announced similar plans in 2022 and 2023, indicating a pattern of aggressive financial strategies [12][14][15]. - Despite these investments, Jiangsu Guotai has reported cumulative losses exceeding 70 million yuan from its securities investments, underperforming compared to the market index [4][16][32]. Group 2: Operational Performance - The company's operating cash flow has been declining, with net cash flow from operating activities dropping from 36.57 billion yuan in 2022 to 16.87 billion yuan in 2024, indicating a concerning trend [23]. - Although the company reported a revenue increase of 5.46% and a net profit increase of 10.85% in the first half of the year, these figures still reflect a significant gap compared to previous years [20]. - Research and development expenditures have been consistently reduced, with a notable decline from 1.27 billion yuan in 2022 to 360 million yuan in the first half of 2025, raising questions about the company's commitment to innovation [26][32]. Group 3: Management and Governance - Jiangsu Guotai's management has been criticized for high executive compensation, with the assistant president earning 7.75 million yuan annually, while the company simultaneously reduces R&D spending [19][30]. - The disparity between high management salaries and declining investment in core business areas has led to skepticism regarding the company's governance and strategic priorities [5][32].

Core Viewpoint - The recent surge in A-share market has led to a renewed interest among listed companies in stock trading and investment, with Jiangsu Guotai announcing significant plans for both entrusted wealth management and securities investment [2][3]. Group 1: Investment Plans - Jiangsu Guotai plans to use no more than 120 billion RMB for entrusted wealth management and up to 18.3 billion RMB for securities investment, totaling over 138 billion RMB [2][6]. - The company has already invested 3.306 billion RMB in securities as part of its investment strategy [3]. - Other companies are also engaging in similar investment activities, with around 60 listed companies announcing plans to use idle funds for securities investment this year [2]. Group 2: Market Context - The Shanghai Composite Index surpassed the 3,800-point mark, reaching a 10-year high, with trading volumes exceeding 2.57 trillion RMB on August 22 [2]. - The current market rally is largely driven by liquidity, with various sources of funds entering the market, including foreign investments and retail investor participation [3]. Group 3: Financial Performance - Despite the enthusiasm for stock trading, Jiangsu Guotai's investment returns have been disappointing, with cumulative fair value changes from securities investments showing losses over the past three years [8]. - The company's cash balance has also been declining, indicating potential liquidity concerns [9]. Group 4: Project Termination - Jiangsu Guotai announced the termination of its lithium-ion battery electrolyte project, which was initially projected to generate significant revenue [10][12]. - The decision to halt the project was influenced by land delivery issues and a challenging industry environment characterized by overcapacity and declining prices [14][15].

Core Viewpoint - The recent surge in A-share market has led to a renewed interest among listed companies in stock trading and investment, with Jiangsu Guotai announcing significant plans for both entrusted wealth management and securities investment [1][3]. Group 1: Investment Plans - Jiangsu Guotai plans to use up to 12 billion yuan for entrusted wealth management and up to 1.83 billion yuan for securities investment, totaling over 13.8 billion yuan [1][6]. - The company has already invested 330.6 million yuan in securities as part of its investment strategy [6]. - A total of approximately 60 listed companies have announced plans to use idle funds for securities investment this year, with at least seven companies planning investments exceeding 1 billion yuan [3]. Group 2: Market Context - The Shanghai Composite Index surpassed the 3,800-point mark, reaching a 10-year high, with trading volumes exceeding 2.57 trillion yuan on August 22 [3]. - The current market rally is largely driven by liquidity, with various sources of funds entering the market, including retail investors and leveraged funds [5]. Group 3: Financial Performance - Jiangsu Guotai's securities investments have not yielded favorable returns, with cumulative fair value changes recorded as -60.45 million yuan for 2023, -69.27 million yuan for 2024, and -71.96 million yuan for the first half of 2025 [9]. - The company's cash balance has been declining, with 12.57 billion yuan reported as of June 2025, down from 14.73 billion yuan in December 2024 [9]. Group 4: Project Termination - Jiangsu Guotai announced the termination of its lithium-ion battery electrolyte project, which was initially projected to generate annual revenues of 15 billion yuan [10][12]. - The termination was attributed to land delivery issues and changes in the industry environment, including overcapacity and declining product prices [13][14].

Core Viewpoint - The recent surge in A-share market has led to a renewed interest among listed companies in stock trading and investment, with Jiangsu Guotai announcing significant plans for both entrusted wealth management and securities investment [1][3]. Group 1: Investment Plans - Jiangsu Guotai plans to use up to 12 billion yuan for entrusted wealth management and up to 1.83 billion yuan for securities investment, totaling over 13.8 billion yuan [1][8]. - The company has already invested 330.6 million yuan in securities as of the announcement date [6]. Group 2: Market Context - Approximately 60 listed companies have announced plans to use idle funds for securities investment this year, with at least seven companies planning investments exceeding 1 billion yuan [3]. - The Shanghai Composite Index surpassed 3,800 points, reaching a 10-year high, with trading volumes exceeding 2.57 trillion yuan on August 22 [3]. Group 3: Economic Drivers - The current market rally is largely driven by liquidity, with various sources of funds entering the market, including debt, real estate, foreign investment, and retail investors [5]. Group 4: Performance of Investments - Jiangsu Guotai's securities investments have not yielded favorable returns, with cumulative fair value changes recorded as -60.45 million yuan for 2023, -69.27 million yuan for 2024, and -71.96 million yuan for the first half of 2025 [10]. Group 5: Project Termination - Jiangsu Guotai announced the termination of its lithium-ion battery electrolyte project, which was expected to generate annual revenues of 15 billion yuan, due to land delivery issues and unfavorable market conditions [12][14]. - The project was initially planned with a total investment of approximately 1.538 billion yuan, but the company decided to halt it to optimize resource allocation and mitigate investment risks [15][16].

Core Viewpoint - Jiangsu Guotai announced a massive investment plan totaling 138.3 billion RMB, which exceeds the company's total market value of 124 billion RMB, raising concerns among investors about the aggressive financial strategy [1][2][16]. Group 1: Investment Plans - The company plans to invest up to 120 billion RMB in entrusted wealth management and up to 18.3 billion RMB in securities investment, totaling 138.3 billion RMB [1][3][7]. - The securities investment will include various types such as new stock subscriptions, stock repurchases, and bond investments, with a specific allocation of 15 billion RMB for establishing a subsidiary dedicated to securities investment [5][7]. - The company aims to enhance the efficiency and effectiveness of idle funds while ensuring that daily operational needs are met [3][6]. Group 2: Project Termination - On the same day, Jiangsu Guotai announced the termination of a project to build a 400,000-ton lithium-ion battery electrolyte production facility, citing external conditions and intense market competition as reasons [9][11]. - The project had not yet commenced construction, and the company stated that this termination would not significantly impact its normal operations or current profits [11]. Group 3: Historical Performance and Market Context - Jiangsu Guotai's historical performance in securities investment has been poor, with cumulative losses exceeding 200 million RMB over the past two and a half years [14]. - Despite having ample funds, the company's aggressive investment strategy in the current bull market is seen as unusual, especially given the scale of the planned investments compared to its market value [16][14]. - The company’s core revenue still heavily relies on its textile and apparel business, which accounts for over 80% of its income [13].

Group 1 - Jiangsu Guotai plans to use up to 12 billion yuan of idle funds for entrusted wealth management and up to 1.831 billion yuan for securities investment, totaling over 13.8 billion yuan [1] - The company aims to improve the efficiency and effectiveness of idle funds while ensuring daily operational needs are met [1] - The types of entrusted wealth management products include structured deposits, income certificates, large deposits, and reverse repos [1] Group 2 - In the first half of 2025, Jiangsu Guotai achieved revenue of approximately 18.597 billion yuan, a year-on-year increase of 5.48%, and a net profit of 545 million yuan, up 10.85% [2] - The company’s main businesses include supply chain services and chemical new energy, with textile and apparel revenue accounting for 84.96% of total revenue [2] - Jiangsu Guotai's subsidiary, RuTai New Materials, has a strong market position in the electrolyte industry and collaborates with major battery manufacturers [2] Group 3 - Jiangsu Guotai announced the termination of a planned investment in a 400,000-ton lithium-ion battery electrolyte project due to external conditions and industry changes [3] - The project, initially approved in December 2021 with a total investment of 1.54 billion yuan, was deemed unfeasible due to overcapacity and declining profitability in the electrolyte market [3] - The company is actively coordinating with the government regarding the land for the project [3]