证券代码：002210 证券简称：飞马国际 公告编号：2025-024 深圳市飞马国际供应链股份有限公司 关于公司控制权变更处于筹划阶段的提示性公告 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。 重要风险提示： 1、本次股权投资事项尚处在谈判中，交易的价格及主要条款尚未最终确定， 交易各方尚未签署正式股权投资协议，各方交易有赖于国资委审批，本次股权投 资事项能否顺利推进尚存在重大不确定性。若本次交易顺利推进并实施完成，公 司控股股东及/或实际控制人将发生变更。敬请广大投资者理性分析、谨慎决策、 注意风险。 2、本次股权投资事项尚需开展尽职调查等事宜，以及尚需监管部门进行合 规性审核。上述事项的完成情况将影响本次交易的进行，若筹划过程中出现影响 本次交易的重大风险，则本次交易可能存在终止实施的风险。本次交易事项能否 最终实施完成以及实施结果尚存在重大不确定性，公司将根据后续进展情况及时 进行信息披露。敬请广大投资者理性分析、谨慎决策、注意投资风险。 深圳市飞马国际供应链股份有限公司（以下简称"本公司"、"公司"或"上市 公司"）于 2025 年 6 月 23 ...

飞马国际(002210.SZ)公告称，公司间接控股股东 新希望投资集团与投资方签订《投资意向协议》，约 定投资方对公司控股股东新增鼎或公司进行投资。具体方式包括但不限于：新增鼎拟通过协议转让的方 式将其所持上市公司532,246,560股无限售条件流通股（约占上市公司目前股份总数的20.00%）转让给 投资方；或者新投集团及海南宝晶利科技有限公司将持有的新增鼎全部 股权转让给投资方，同时投资 方对新增鼎进行增资，最终投资方持有新增鼎不少于66.89%的股权。若本次交易顺利推进并实施完 成，公司控股股东及/或实际控制人将发生变更。 ...

飞马国际（002210）公告，公司间接控股股东新希望投资集团有限公司与漳州高新区高鑫创业投资合伙 企业、海南宝晶利科技有限公司及新增鼎(海南)投资发展有限公司签订《投资意向协议》。投资方拟对 新增鼎或上市公司进行投资，具体方式包括但不限于协议转让股份或增资。若交易完成，公司控股股东 及/或实际控制人将发生变更。交易尚需尽职调查及监管部门审核，存在重大不确定性。 ...

Core Viewpoint - The company is focusing on enhancing its business operations and financial performance through strategic initiatives and asset management, while facing challenges in stock price and market perception due to recent performance issues [1][2][3]. Group 1: Stock Performance and Market Position - As of May 23, 2025, the company's stock price is 2.48 yuan, down 2.75% from the previous week, with a total market capitalization of 6.6 billion yuan, ranking 32nd in the environmental governance sector [1]. - The stock reached a high of 2.74 yuan and a low of 2.47 yuan during the week [1]. Group 2: Asset Injection and Financial Management - The company confirmed that there are no undisclosed matters regarding asset injection as per the Shenzhen Stock Exchange regulations [4][5]. - Proceeds from previous stock auctions are being used to supplement working capital and settle debts from the subsidiary Junma Environmental Protection [7]. Group 3: Strategic Development and Performance Commitments - The company is implementing a "dual-ring" development strategy focusing on environmental and smart supply chain industries to enhance growth and profitability [2][3][8]. - The major shareholder, Xinzhu Ding, has committed to a profit guarantee of at least 570 million yuan for the years 2022, 2023, and 2024, with provisions for cash compensation if targets are not met [6][11]. Group 4: Shareholder Meeting and Resolutions - The 2024 annual shareholder meeting held on May 22, 2025, did not approve the proposal regarding the performance commitment realization [10][12]. - A total of 342 shareholders participated, representing 34.03% of the voting shares [11].

Core Viewpoint - The proposal regarding the performance commitment of Feima International was not approved during the 2024 annual general meeting, reflecting shareholder dissatisfaction with the company's performance and commitments [1][2]. Group 1: Shareholder Meeting Outcomes - The proposal on the performance commitment was supported by approximately 48.26 million shares (43.86% of votes) but opposed by about 61.53 million shares (55.91% of votes) [1]. - The controlling shareholder, New Zengding Investment Development Co., Ltd., abstained from voting on this proposal [1]. - The voting results indicate a significant opposition from minority shareholders, with 48.25 million shares in favor (43.85%) and 61.53 million shares against (55.92%) [1]. Group 2: Company Restructuring and Performance Commitments - Feima International underwent restructuring in August 2019, with New Zengding acquiring approximately 287 million shares, representing 29.90% of the post-restructuring total shares [2]. - The restructuring plan included a performance commitment from New Zengding to achieve a net profit of no less than 570 million yuan for the years 2022, 2023, and 2024 [2]. - As of April, the cumulative net profit reported by Feima International for 2022, 2023, and 2024 was approximately 133 million yuan, significantly below the committed amount, triggering a compensation obligation of about 437 million yuan from New Zengding [2]. Group 3: Investor Concerns and Future Actions - During a recent earnings briefing, investors raised concerns regarding the lack of asset injection commitments that were initially promised during the restructuring process [3]. - Legal experts noted that the failure of the performance commitment proposal may reflect minority shareholders' collective dissatisfaction with the unfulfilled asset injection promises [3]. - The company is currently engaging with shareholders who voted against the proposal to understand their concerns and may consider resubmitting the proposal for further review [3].

Summary of the Shareholders' Meeting of Shenzhen Feima International Supply Chain Co., Ltd. Core Viewpoint The shareholders' meeting held on May 22, 2025, resulted in the approval of multiple proposals, while the proposal regarding the performance commitment was not passed. The meeting was conducted in compliance with relevant laws and regulations. Group 1: Meeting Details - The meeting was held on May 22, 2025, at 14:50, combining on-site voting and online voting [2][3][4] - A total of 342 shareholders participated, representing 905,730,597 shares, which is 34.0342% of the total voting shares [5][6] Group 2: Proposal Voting Results - Proposal 1: The 2024 Board of Directors' Work Report was approved with 886,178,066 votes in favor (97.8412%) [7][49] - Proposal 2: The 2024 Supervisory Board Work Report was approved with 886,177,166 votes in favor (97.8411%) [9][51] - Proposal 3: The 2024 Financial Settlement Report was approved with 886,108,866 votes in favor (97.8336%) [11][53] - Proposal 4: The 2024 Internal Control Evaluation Report was approved with 886,091,566 votes in favor (97.8317%) [13][55] - Proposal 5: The 2024 Profit Distribution Plan was approved with 886,255,566 votes in favor (97.8498%) [15][57] - Proposal 6: The 2024 Annual Report and its Summary were approved with 886,236,766 votes in favor (97.8477%) [17][59] - Proposal 7: The proposal regarding unremedied losses reaching one-third of the paid-in capital was approved with 884,883,966 votes in favor (97.6984%) [60][62] - Proposal 8: The proposal on performance commitment realization was not approved, with only 48,266,807 votes in favor (43.8559%) [22][65] - Proposal 9: The proposal regarding the financing limit for 2025 was approved with 886,184,366 votes in favor (97.8419%) [66][67] - Proposal 10: The proposal to provide guarantee limits for subsidiaries in 2025 was approved with 884,846,666 votes in favor (97.6942%) [68][69] - Proposal 11: The proposal for business cooperation with Xinwang Bank was approved with 90,054,509 votes in favor (81.8248%) [70][72] - Proposal 12: The proposal for expected business cooperation and daily related transactions was approved with 90,535,509 votes in favor (82.2618%) [73][75] - Proposal 13: The proposal for reappointing the auditing firm was approved with 886,441,766 votes in favor (97.8704%) [76][78] - Proposal 14: The proposal for the supplementary election of independent directors and committee members was approved with 885,750,766 votes in favor (97.7941%) [36][79] Group 3: Legal Opinions and Compliance - The meeting's procedures, attendance qualifications, and voting processes were confirmed to be in compliance with the Company Law and relevant regulations [39][42] - The legal opinion was provided by Guangdong Jingde Law Firm, affirming the legality and validity of the meeting and its resolutions [41][39]

深圳市飞马国际供应链股份有限公司 证券代码：002210 证券简称：飞马国际 公告编号：2025-023 2024 年年度股东大会决议公告 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、本次股东大会未获通过提案：《关于业绩承诺实现情况的议案》； 2、本次股东大会未涉及变更前次股东大会决议的情况； 3、"本公司"或"公司"均指深圳市飞马国际供应链股份有限公司。 一、会议召开和出席情况 （一）会议召开情况 1、召开时间： （1）现场会议时间：2025 年 5 月 22 日（星期四）下午 14:50 （2）网络投票时间：2025 年 5 月 22 日（星期四）上午 9:15 至下午 15:00 其中，①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 5 月 22 日上午 9:15—9:25，9:30—11:30 和下午 13:00—15:00；②通过深圳证 券交易所互联网投票系统（http：//wltp.cninfo.com.cn）投票的具体时间为：2025 年 5 月 22 日上午 9:15 至下午 15:00 期间的任意时间。 ...

2024 年年度股东大会的 法律意见书 广东竞德律师事务所 法律意见书 广东竞德律师事务所 关于深圳市飞马国际供应链股份有限公司 二〇二五年五月 深圳市福田区竹子林紫竹六道路敦煌大厦 1 栋 11 层 电话:0755-82947600 电子邮箱:jd@jdlawyer.pro 广东竞德律师事务所 法律意见书 广东竞德律师事务所 关于深圳市飞马国际供应链股份有限公司 2024 年年度股东大会的 法律意见书 致：深圳市飞马国际供应链股份有限公司 广东竞德律师事务所（以下简称"本所"）接受深圳市飞马国际供应链股 份有限公司（以下简称"飞马国际"或"公司"）的委托，指派律师高纪委、 赖少勇（以下简称"本所律师"）出席飞马国际 2024 年年度股东大会（以下简 称"本次股东大会"或"本次会议"）。 本所律师根据《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》）、《上市公司股东大会规则》 （以下简称《股东大会规则》）及《深圳市飞马国际供应链股份有限公司章程》 （以下简称《公司章程》）的有关规定，对本次股东大会的召集和召开程序、 出席会议人员资格、召集人资格及会议表决程序、表决 ...

Group 1: Financial Performance and Commitments - The major shareholder, Xinzheng Ding, committed to a net profit of no less than 570 million CNY for the years 2022, 2023, and 2024 combined. If this target is not met, a cash compensation will be provided within three months after the 2024 annual audit report is published [9][11][12]. - The company reported a loss in Q1 2025, primarily due to reduced other income and increased credit impairment losses [24]. - The proceeds from the auction of shares were used to supplement working capital and settle debts from the subsidiary Junma Environmental Protection's previous restructuring [2][23]. Group 2: Business Strategy and Development Plans - In 2025, the company will focus on expanding its core businesses in environmental protection and smart supply chain services, aiming to enhance operational quality and efficiency [6][14]. - The company plans to implement a "dual-ring" strategy centered on green ecological and digital industrial chains, establishing a comprehensive service platform for resource utilization and supply chain management [13][18]. - The company will explore new business models and enhance its operational capabilities by leveraging advanced technologies such as big data and artificial intelligence [7][14]. Group 3: Market and Investor Relations - The company emphasizes the importance of rational investment and risk awareness among investors, particularly in light of the fluctuating stock prices influenced by macroeconomic factors [3][8]. - The upcoming shareholders' meeting on May 22, 2025, will address the performance commitment and other significant issues [12][17]. - The company is committed to transparent communication and will disclose all relevant information through designated media channels [1][8].

Core Viewpoint - Feima International (002210) has faced significant operational challenges and declining revenue since its restructuring, raising concerns among investors about its future prospects and valuation [2][3][5]. Group 1: Financial Performance - Feima International's revenue plummeted by 99.24% from 410.5 billion to 3.14 billion in 2019, struggling to maintain revenue between 2-3 billion over the past six years [3]. - The company's net profit has shown extreme volatility, with figures of 0.9 million, 0.2 million, and 0.3 million in recent years, reflecting changes of 1697.45%, -81.45%, and 72.82% respectively [3]. - As of 2024, the company reported cash reserves of 1.06 million and a debt-to-asset ratio of 72.8%, with total debt at 3.23 million, all of which is short-term [3][4]. Group 2: Operational Challenges - The company's original project in Yuanping has effectively stalled due to funding shortages, with reports of construction sites being abandoned and contractors withdrawing due to unpaid bills [4]. - Feima International's attempts to pivot towards the environmental and supply chain sectors have not yielded significant results, with low gross margins and high accounts receivable posing risks [3][5]. Group 3: Shareholder Concerns - The major shareholder's promises of asset injections and performance compensation have not materialized, with the company failing to meet its profit commitments of 5.7 million for 2022-2024, resulting in a shortfall of 4.37 million [5][6]. - Despite the lack of asset injections over three years, the company has relied on previous debt write-offs and investor compensation to slightly improve its net assets [6]. Group 4: Market Valuation Issues - Feima International's rolling P/E ratio stands at 309.99, significantly higher than the industry average of 48.69, indicating a potential overvaluation [7]. - The company's market capitalization has remained between 6-10 billion, which is inconsistent with its financial performance and the reasonable valuation range of 1-2 billion for its industry peers [7][8].