北京利尔高温材料股份有限公司 章 程 二○二五年十一月 | 第一章 | 总 则 | 2 | | | --- | --- | --- | --- | | 第二章 | 党组织 | | 3 | | 第三章 | | 经营宗旨和范围 3 | | | 第四章 | 股 份 | 4 | | | 第五章 | | 股东和股东会 8 | | | 第六章 | 董事会 | | 22 | | 第七章 | | 总裁及其他高级管理人员 | 34 | | 第八章 | | 财务会计制度、利润分配和审计 | 36 | | 第九章 | 通知和公告 | | 39 | | 第十章 | | 合并、分立、增资、减资、解散和清算 40 | | | 第十一章 | | 上市特别规定 43 | | | 第十二章 | | 修改章程 | 43 | | 第十三章 | 附 | 则 | 44 | 北京利尔高温材料股份有限公司章程 第一章 总 则 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和行为， 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》）和其他有关规定，制定本章程。 第二条 北京利尔高温材料股份 ...

证券代码：002392 证券简称：北京利尔 公告编号：2026-001 北京利尔高温材料股份有限公司 关于完成《公司章程》及相关事项工商备案的公告 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。 北京利尔高温材料股份有限公司（以下简称"公司"）于 2025 年 10 月 15 日召开第六届董事会第十三次会议，于 2025 年 11 月 5 日召开 2025 年第二次临 时股东会，审议通过了《关于修订<公司章程>的议案》。《关于修订<公司章程> 及修订、制定公司治理制度的公告》详见公司指定信息披露媒体《中国证券报》、 《 证 券 时 报 》 、 《 证 券 日 报 》 、 《 上 海 证 券 报 》 和 巨 潮 资 讯 网 (http://www.cninfo.com.cn)。《公司章程（草案）》详见公司指定信息披露媒 体巨潮资讯网(http://www.cninfo.com.cn)。 近日，公司完成了监事、审计委员会成员和《公司章程》的备案手续并取得 了《备案通知书》。 一、监事、审计委员会成员备案情况 | 备案事项 | 备案前 | 备案后 | | --- | ...

Market Performance - The renovation and building materials sector increased by 1.67% compared to the previous trading day, with Xiongpu Technology leading the gains [1] - The Shanghai Composite Index closed at 4023.42, up 1.38%, while the Shenzhen Component Index closed at 13828.63, up 2.24% [1] Stock Highlights - Xiongpu Technology (300599) closed at 9.78, rising by 20.00% with a trading volume of 414,200 shares and a transaction value of 390 million yuan [1] - Youbang Ceiling (002718) saw a closing price of 39.53, up 9.99%, with a trading volume of 69,200 shares and a transaction value of 272 million yuan [1] - Kairun Co., Ltd. (300715) closed at 11.20, increasing by 7.28%, with a trading volume of 106,200 shares and a transaction value of 117 million yuan [1] Capital Flow - The renovation and building materials sector experienced a net outflow of 29.91 million yuan from main funds, while retail funds saw a net inflow of 91.50 million yuan [2] - The sector's individual stocks showed varied capital flows, with Xiongpu Technology experiencing a net outflow of 51.22 million yuan from main funds [3] Individual Stock Capital Flows - Dongfang Yuhong (002271) had a net inflow of 34.69 million yuan from main funds and a net outflow of 72.77 million yuan from retail investors [3] - Beijing Lier (002392) recorded a net inflow of 18.03 million yuan from main funds, while retail investors had a net outflow of 13.84 million yuan [3] - Weixing New Materials (002372) saw a net inflow of 12.96 million yuan from main funds, with a net outflow of 9.38 million yuan from retail investors [3]

Group 1: Stock Recommendations - Torch Electronics (603678.SH) shows improving industry conditions with a 24.20% revenue growth to 17.72 billion CNY and a 59.04% increase in net profit to 2.61 billion CNY in H1 2025[10] - Huace Navigation (300627.SZ) achieved a revenue of 32.51 billion CNY in 2024, a 21.38% year-on-year growth, with a net profit of 5.83 billion CNY, up 29.84%[17] - Kingsoft Office (688111.SH) reported a revenue of 41.78 billion CNY for the first three quarters of 2025, a 15.21% increase, with a net profit of 11.78 billion CNY, up 13.32%[22] Group 2: Market Trends and Performance - The global MLCC market is projected to reach 132.6 billion CNY by 2029, with a CAGR of 5.7% from 2024 to 2029[13] - The lithium business of Zhongmin Resources (002738.SZ) saw a revenue increase of 34.99% to 48.18 billion CNY in the first three quarters of 2025, despite a net profit decline of 62.58%[36] - The automotive sealing strip market is benefiting from the rise of European-style door designs, with a projected revenue growth for Zhejiang Xiantong (603239.SH) to 14.7 billion CNY in 2025, a 20.2% increase[31] Group 3: Investment Ratings and Risks - Torch Electronics maintains a "recommended" rating with expected EPS of 1.09 CNY, 1.36 CNY, and 1.81 CNY for 2025-2027[14] - Huace Navigation is rated "recommended" with a target price indicating a potential upside of 16%-36%[22] - Risks include potential market fluctuations, increased competition, and technological advancements not meeting expectations[35]

Economic News - The State-owned Assets Supervision and Administration Commission emphasized the need for central enterprises to enhance budget management and cost control across all aspects of operations [2] - The National Development and Reform Commission and the National Energy Administration aim for a total installed capacity of 15 million kilowatts for solar thermal power by 2030, with costs comparable to coal power [2] - The Ministry of Housing and Urban-Rural Development proposed measures to promote the sale of existing homes and optimize affordable housing supply [2] - The General Administration of Customs conducted research on cutting-edge technology development and technology transfer [2] - The Hainan Free Trade Port has begun exporting self-produced goods with a value of 32,000 yuan, benefiting from over 12% cost savings [2] - The Shanghai Municipal Finance Bureau announced a subsidy for pig income insurance, with the municipal government covering 50% of the premium [2] - The U.S. economy showed a revised annualized GDP growth of 4.3% in Q3, exceeding expectations [2] - Japan reported a leak of radioactive water from a new reactor, with ongoing investigations into external radiation exposure [2] - Brazil confirmed anti-dumping duties on automotive glass from China, with specific rates for Malaysian producers [2] - South Korea's BC Card completed a pilot project for stablecoin payments, allowing foreign users to pay local merchants [2] Company Insights - Haibo Technology plans to invest 2 billion yuan in a smart green energy storage factory, expected to be completed by December 2028 [6] - Zhenyu Technology's subsidiary signed a strategic cooperation agreement to invest at least 1 billion yuan in projects related to new energy vehicle components and humanoid robots [6] - Huaxin Cement's major shareholder plans to increase its stake in the company by 200 million to 400 million yuan within six months [6] - Biological Shares' major shareholder intends to increase its stake by 50 million to 100 million yuan over the next year [6] Industry Strategy Agriculture Sector - The report suggests focusing on three main investment lines for the agriculture sector in 2026, with an emphasis on pig farming, feed, and pet food [7][9][10] - The pig farming industry is expected to see a gradual improvement in supply-demand dynamics, with a focus on cost management as a key factor for long-term growth [7] - The report highlights the potential for leading companies like Muyuan Foods to benefit from improved valuations and market conditions [8] Feed and Veterinary Medicine - The veterinary medicine sector is shifting towards innovation, with companies that prioritize R&D expected to thrive [9] - The feed industry is anticipated to see stable demand supported by high livestock inventory, with leading companies likely to gain market share [9] Pet Food Market - The domestic pet food market is projected to grow, with local brands gaining market share despite tariff disruptions [10][11]

关于增加签字注册会计师的公告 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。 北京利尔高温材料股份有限公司（以下简称"公司"）于 2025 年 4 月 28 日 召开第六届董事会第九次会议、于 2025 年 5 月 26 日召开 2024 年年度股东大会 审议通过了《关于续聘会计师事务所的议案》，同意续聘大信会计师事务所（特 殊普通合伙）（以下简称"大信"）为公司 2025 年度审计机构。具体内容详见公 司于 2025 年 4 月 29 在指定信息披露媒体《中国证券报》、《证券时报》、《证 券日报》、《上海证券报》和巨潮资讯网(http://www.cninfo.com.cn)披露的《关 于续聘会计师事务所的公告》。 近日，公司收到大信出具的《关于增加北京利尔高温材料股份有限公司 2025 年度签字注册会计师的函》，现将相关事项公告如下： 一、本次增加签字注册会计师的基本情况 证券代码：002392 证券简称：北京利尔 公告编号：2025-050 北京利尔高温材料股份有限公司 2、诚信记录 王子轩近三年不存在因执业行为受到刑事处罚，受到证监会及派出机构、行 业 ...

Core Insights - The metallurgical refractory materials industry, crucial for high-temperature production in metallurgy, is facing challenges due to a downturn in the steel market, with a projected production decline of 3.73% in 2024, resulting in a total output of 22.07 million tons [1][6] - The industry is expected to shift from total growth to structural upgrades, focusing on green low-carbon transformation, technological advancements, and market optimization [1][10] Industry Overview - Metallurgical refractory materials are inorganic non-metallic materials with a refractoriness of at least 1580°C, essential for stable operation in high-temperature metallurgical processes [2][5] - The industry is characterized by a "large industry, small enterprises" structure, with the top five companies accounting for only 11.90% of total production [1][10] Market Performance - The overall market size for refractory materials in China is projected to reach 90.3 billion yuan in 2024, with a compound annual growth rate of -2.3% from 2020 to 2024 [1][7] - Metallurgical refractory materials account for approximately 70% of the total market size, with a projected scale of 63.21 billion yuan in 2024, reflecting a year-on-year decline of 1.74% [1][7] Product Segmentation - The market shows a clear differentiation in product performance: dense shaped refractory products are expected to decline by 6.07%, while thermal insulation products are projected to grow by 11.17% due to their low-carbon advantages [6][7] - The production of unshaped refractory materials is expected to see a slight decrease of 2.07%, indicating relative demand resilience [6] Industry Chain - The industry chain is tightly linked, with upstream raw materials like bauxite and magnesite affecting overall costs, while the midstream focuses on product development and manufacturing [8][9] - The downstream application is primarily in the steel industry, which accounts for over 65% of refractory material consumption [9] Competitive Landscape - The industry is fragmented with over 2,000 companies, where leading firms are focusing on high-end, green, and differentiated product development [10] - Major companies like Beijing Lier and Puyang Refractories are expanding their international presence and enhancing product offerings to adapt to market demands [10] Future Trends - The industry is expected to prioritize green low-carbon transformation, with a shift towards low-energy production processes and environmentally friendly products [11][12] - Technological advancements will focus on high-performance composite materials and smart manufacturing techniques to meet the evolving needs of the metallurgy sector [12][13] - Market consolidation is anticipated, with leading firms increasing their market share through mergers and acquisitions, while smaller companies will focus on niche markets [13]

Economic News - The Federal Reserve announced a 25 basis point reduction in the federal funds rate target range to 3.5%-3.75%, marking the third rate cut since 2025 [1] - Vietnam's National Assembly amended the mineral law to prohibit the export of rare earth ores starting January 1, 2026, emphasizing strict control over exploration and processing [1] - The Ministry of Human Resources and Social Security held a seminar in collaboration with the International Labour Organization [1] - The Ministry of Industry and Information Technology emphasized the importance of pilot innovation in manufacturing as a key link connecting innovation, technology, and industry [1] - The Ministry of Commerce plans to enhance policy support for the retail industry's innovation and transformation during the 15th Five-Year Plan period [1] - The Ministry of Commerce will work with local governments to implement policies to stabilize foreign trade and promote market diversification [1] - The China Textile Import and Export Chamber reported that yarn and fabric exports reached $69.18 billion from January to October 2025, a 2.1% year-on-year increase [1] - The Ministry of Finance plans to issue special government bonds due in 2025, with a total face value of CNY 400 billion for the first phase and CNY 350 billion for the second phase [1] - The National Internet Information Office is conducting a special campaign to rectify online chaos in the automotive industry [1] - The Ministry of Education reported an increase in the number of students returning from studying abroad, with 495,000 expected to return in 2024, a 19.1% increase from 2023 [1] Company News - Pop Mart announced changes in its board of directors, with new appointments effective December 10, 2025 [4] - Kweichow Moutai announced a cash dividend of CNY 23.957 per share, totaling CNY 30 billion, with the ex-dividend date on December 19 [4] - Nanjing Highway plans to invest up to CNY 9.033 billion in the construction of the Nanyang Yangtze River Bridge southern connection project [4] - ZTE Corporation is in communication with the U.S. Department of Justice regarding compliance investigations related to the Foreign Corrupt Practices Act [4] - Oracle reported Q2 FY2026 revenue of $16.1 billion, a 14% year-on-year increase, with cloud revenue of $8 billion, a 34% increase, but below market expectations [4] Transportation Industry - The transportation sector has shown signs of recovery, with the strong cycle sectors benefiting from anti-involution policies [5] - The focus for 2026 will remain on sectors benefiting from anti-involution and high certainty stocks, with a long-term impact expected from these policies [6] - The express delivery industry has seen a recovery in profitability, with rising prices and a reduction in low-price competition [7] - The airline sector has improved performance due to lower oil prices and better management of ticket pricing, with a cautious approach to aircraft procurement expected to continue [8] - The highway sector has experienced significant stock price adjustments, with a focus on high dividend yield and low debt ratio companies expected to gain more attention [9]

Economic News - In November 2025, the national industrial producer price index decreased by 2.2% year-on-year, while the purchasing price index fell by 2.5% year-on-year. The average for January to November shows a decline of 2.7% for the producer price index and 3.1% for the purchasing price index compared to the same period last year [1] - The consumer price index for November 2025 increased by 0.7% year-on-year, with an average for January to November remaining flat compared to the previous year [1] - The United Nations reported that global trade is expected to exceed $35 trillion for the first time in 2025, with a projected growth of approximately 7% compared to last year [1] - The International Monetary Fund (IMF) forecasts China's economic growth rate to reach 5% in 2025, an increase of 0.2 percentage points from previous estimates [1] - The Ministry of Industry and Information Technology has revised the management measures for public service platforms in industrial technology, focusing on key industries such as new energy, artificial intelligence, and biotechnology [1] Company News - Haiguang Information has terminated its plan to merge with Zhongke Shuguang through a share exchange [4] - China Life Insurance reported total premiums exceeding 700 billion yuan as of November 30, 2025 [4] - SIRUI announced the termination of its plan to acquire shares of Aola and will resume trading on December 10, 2025 [4] - Alibaba's Tongyi Qianwen has launched Qwen Code v0.3.0, enhancing its capabilities for developers [4] - Xiamen Airport is planning to acquire 100% equity of its controlling shareholder's subsidiary, Zhaoxiang Technology, using its own funds [4] Non-Bank Financial Sector - The recent adjustment of risk factors for insurance companies aims to enhance their long-term investment management capabilities and support the real economy [5][6] - Specific adjustments include lowering risk factors for certain stock indices and export credit insurance, which is expected to stabilize the capital market and improve the efficiency of insurance fund utilization [7][8] - The regulatory changes are anticipated to benefit major industry players and promote a balanced and healthy development of the equity market [9][10]

Core Insights - The report highlights the ongoing development of China-Honduras relations, emphasizing the benefits brought to the Honduran people through cooperation in various sectors, including agriculture and trade [2] - The report notes a significant decline in the import of complete automobiles in China, with a 30% year-on-year decrease in the first ten months of 2025 [2] - The report discusses the successful launch of the Zhuque-3 reusable rocket, although it faced challenges during the recovery phase [5] Economic News - The Ministry of Foreign Affairs reports on the strengthening of China-Honduras relations, with notable achievements in agricultural cooperation and trade agreements [2] - The China Automobile Industry Association indicates a decrease in automobile imports, with a total of 404,000 vehicles imported in the first ten months of 2025, a 30% decline year-on-year [2] - The Ministry of Commerce states that the trade-in program for consumer goods has generated over 2.5 trillion yuan in sales, benefiting over 360 million people [2] - The report mentions the launch of the Zhuque-3 rocket, which is designed for low-cost, high-frequency, and reusable space missions, although the recovery test was unsuccessful [5] Company Insights - Beibu Gulf Port reported a cargo throughput of 29.4854 million tons in November 2025, a year-on-year increase of 0.29%, with a cumulative throughput of 329 million tons for the year, up 10.19% [6] - Lingyi Technology has completed the assembly of over 5,000 humanoid robots, collaborating with more than 20 domestic companies and making progress with North American clients [6] - InnoLight Technology has formed a strategic partnership with ON Semiconductor to accelerate the application of GaN technology in various sectors, potentially generating hundreds of millions in sales [6] - Jianyou Co., Ltd. received FDA approval for its propofol injection, expanding its product offerings in the U.S. market [6] - ST Zhang's subsidiary plans to collaborate on the operation and improvement of the Dayong Ancient City project, with a registered capital of 180 million yuan [6]