证券代码：002592 证券简称：ST八菱 公告编号：2025-078 关于召开 2025 年第四次临时股东会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 南宁八菱科技股份有限公司（以下简称公司）定于 2025 年 9 月 12 日（星期 五）15:00 在公司三楼会议室召开 2025 年第四次临时股东会，本次股东会以现 场会议与网络投票相结合的方式召开，现将有关事项通知如下： 一、召开会议的基本情况 1. 股东会届次：2025 年第四次临时股东会 2. 股东会的召集人：公司董事会 3. 会议召开的合法、合规性： 南宁八菱科技股份有限公司 公司于 2025 年 8 月 27 日召开第七届董事会第二十二次会议审议通过《关于 召开公司 2025 年第四次临时股东会的议案》，决定召开本次股东会。本次股东会 的召集、召开程序符合法律、行政法规、部门规章、规范性文件和《公司章程》 的规定。 4. 会议召开的时间： （1）现场会议时间：2025年9月12日（星期五）15:00 公 司 将 通 过 深 圳 证 券 交 易 所 交 易 系 统 和 互 联 网 投 票 ...

一、董事会会议召开情况 证券代码:002592 证券简称: ST 八菱 公告编号:2025-074 南宁八菱科技股份有限公司 第七届董事会第二十二次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 南宁八菱科技股份有限公司（以下简称公司）第七届董事会第二十二次会议 于 2025 年 8 月 27 日（星期三）下午 15:00 在公司三楼会议室以现场结合通讯表 决方式召开。会议通知已于 2025 年 8 月 15 日通过专人、通讯的方式送达全体董 事。本次会议由董事长顾瑜女士主持。会议应出席董事 7 人，实际出席董事 7 人（其中，独立董事潘明章先生以通讯表决方式出席会议）。公司高级管理人员 列席了本次会议。本次会议的召集、召开符合法律、行政法规、规范性文件和《公 司章程》的有关规定。 二、董事会会议审议情况 经全体与会董事逐项审议，会议以记名投票方式通过如下议案： 1 (二) 审议通过《关于南宁盛达供应链管理有限公司减少注册资本的议案》 公司控股子公司南宁盛达供应链管理有限公司（以下简称南宁盛达）目前注 册资本为 1000 万元人民币，实收资本为 ...

Core Viewpoint - ST Bailing reported a revenue of 283 million yuan for the first half of 2025, reflecting a year-on-year growth of 3.54% and a net profit of 56.7756 million yuan, which represents an impressive year-on-year increase of 83.81% [1] Financial Performance - The company's revenue for the first half of 2025 was 283 million yuan, showing a growth of 3.54% compared to the previous year [1] - The net profit reached 56.7756 million yuan, marking an increase of 83.81% year-on-year [1] Dividend Policy - The company announced plans not to distribute cash dividends, issue bonus shares, or increase capital through reserves [1]

Financial Performance - The company's operating revenue for the first half of 2025 was ¥283,307,347.16, representing a 3.54% increase compared to ¥273,620,150.34 in the same period last year[19] - Net profit attributable to shareholders reached ¥56,775,640.72, an increase of 83.81% from ¥30,888,580.29 in the previous year[19] - The net profit after deducting non-recurring gains and losses was ¥55,210,548.55, up 95.04% from ¥28,306,788.21 year-on-year[19] - Basic earnings per share increased to ¥0.20, a 66.67% rise from ¥0.12 in the same period last year[19] - In the first half of 2025, the company's consolidated revenue reached 283.31 million yuan, a year-on-year increase of 3.54%[55] - The net profit attributable to shareholders of the listed company was 56.78 million yuan, representing a significant year-on-year growth of 83.81%[55] - The net profit after deducting non-recurring gains and losses was 55.21 million yuan, up 95.04% year-on-year[55] - The company reported a significant increase in investment income, amounting to $47.46 million, which constitutes 83.75% of total profit[63] - The gross profit margin for the automotive sector decreased by 4.68% to 14.98% compared to the previous year[61] - The company achieved a total comprehensive income of $56.84 million, up from $30.90 million, reflecting an increase of approximately 83.9%[196] Assets and Liabilities - The total assets of the company at the end of the reporting period were ¥1,200,739,349.49, reflecting a 6.08% increase from ¥1,131,901,170.87 at the end of the previous year[19] - The net assets attributable to shareholders increased by 6.84% to ¥941,743,206.31 from ¥881,459,219.12 at the end of the previous year[19] - The total liabilities were 258.99 million yuan, reflecting a growth of 3.42% compared to the beginning of the period[56] - The asset-liability ratio was 21.57%, a decrease of 0.56% from the beginning of the period[56] - The company's total current assets at the end of the reporting period amounted to 479,126,988.35 RMB, an increase from 466,401,464.47 RMB at the beginning of the period[187] - Total non-current assets increased to ¥721.61 billion from ¥665.50 billion, representing an increase of approximately 8.4% year-over-year[188] - Long-term equity investments rose to ¥212.84 billion, up from ¥167.30 billion, marking a growth of about 27.2%[188] - Current liabilities totaled ¥254.93 billion, slightly up from ¥246.11 billion, indicating a growth of about 3.4%[189] Cash Flow - The net cash flow from operating activities was ¥11,725,667.76, a decrease of 78.12% compared to ¥53,586,567.66 in the same period last year[19] - The net cash flow from investing activities worsened by 46.22%, resulting in a cash outflow of $24.62 million compared to $16.84 million in the previous year[59] - Operating cash flow for the first half of 2025 was ¥11,725,667.76, a decrease of 78.1% compared to ¥53,586,567.66 in the first half of 2024[199] - Total cash inflow from operating activities decreased to ¥199,336,297.69, down 25.2% from ¥266,764,524.29 in the previous year[199] - Cash outflow from operating activities was ¥187,610,629.93, a reduction of 12.0% compared to ¥213,177,956.63 in the same period last year[199] Market and Industry Insights - In the first half of 2025, China's automotive market saw production and sales of 15.62 million and 15.65 million vehicles, representing year-on-year growth of 12.5% and 11.4% respectively[27] - New energy vehicle production and sales reached 6.968 million and 6.937 million units, with year-on-year growth of 41.4% and 40.3%, accounting for 44.3% of total new vehicle sales[27] - The automotive parts manufacturing industry faces risks from macroeconomic fluctuations and increased competition, impacting sales orders and inventory management[85] - The automotive parts industry is experiencing intensified competition, particularly in the context of the rapid development of the new energy vehicle sector, which may impact the company's market share and profitability if it fails to maintain competitiveness[88] Risk Management - The company has detailed the risks it faces and corresponding countermeasures in the report, emphasizing the importance of risk awareness for investors[4] - The company is implementing strategies to mitigate risks from raw material price fluctuations and competitive pricing pressures in the automotive market[86] - The company has faced legal disputes related to the construction of a theater for the "Dinosaur Project," with claims amounting to CNY 228.71 million and CNY 143.41 million in two separate cases[93] - The company is currently under risk warnings for its stock due to past unauthorized guarantees, which have not yet been resolved[97] Research and Development - The company’s R&D is guided by customer and market demands, focusing on modular development and collaboration with OEMs[37] - The company holds 83 valid invention and utility model patents, enhancing its ability to respond to technological iterations and product development needs[45] Corporate Governance and Compliance - The company adheres to a robust governance structure, ensuring equal access to information for all shareholders and maintaining their rights through various communication channels[119] - The company complies with labor laws, providing social insurance and a fair working environment, while implementing a comprehensive performance evaluation system[120] - The company has been included in the environmental information disclosure list, with one subsidiary, Liuzhou Bailing Technology Co., Ltd., listed for compliance[117] Employee Stock Ownership Plans - The employee stock ownership plan (ESOP) involved 59 employees holding a total of 532,388 shares, representing 0.19% of the company's total equity[108] - The total amount invested in the ESOP was 293,690,525.76 yuan, with 9,933,789 shares purchased from the secondary market, accounting for 3.51% of the company's total equity[108] - The first stock option incentive plan includes a total of 10 million options, accounting for 3.53% of the company's total equity, with 8.5 million options granted initially[101] - The second stock option incentive plan also consists of 10 million options, with the same percentage of 3.53% of the company's total equity[106] Legal Matters - The company is involved in ongoing litigation related to a securities false statement liability case, with a total amount involved of 3.2759 million yuan[139] - The company is pursuing legal action against individuals for providing false financial statements, which misled the company and intermediaries[138] - The company has reported a significant legal development where the Guangxi High Court has ordered a retrial of a previous case[137]

Core Viewpoint - The company, Nanning Baling Technology Co., Ltd., has approved the grant of reserved stock options to the incentive objects under the first stock option incentive plan during its board meetings held on August 11, 2025 [1][6]. Group 1: Announcement Details - The company held the eighth meeting of the seventh board's remuneration and assessment committee and the twenty-first meeting of the seventh board to review the proposal for granting reserved stock options [1]. - The details of the stock option incentive plan were disclosed on August 12, 2025, through various financial news outlets and the company's official website [2]. Group 2: Public Disclosure and Review - The company publicly disclosed the list of reserved stock option incentive objects from August 12 to August 21, 2025, for a period of 10 days [2]. - No objections were raised by employees regarding the list of reserved stock option incentive objects during the public disclosure period [3]. Group 3: Verification Opinions - The remuneration and assessment committee verified that all individuals listed as incentive objects are company directors, middle management, and core technical (business) personnel, excluding independent directors and major shareholders [4]. - The committee confirmed that the listed incentive objects do not fall under any disqualifying conditions as per the relevant regulations [4][5]. - The basic information regarding the incentive objects is accurate, with no falsehoods or significant omissions [5].

Core Viewpoint - The company has approved the list of candidates for the first phase of the stock option incentive plan, ensuring compliance with relevant regulations and confirming that no objections were raised during the public disclosure period [1][2]. Disclosure Situation - The company publicly disclosed the list of candidates for the stock option incentive plan on August 12, 2025, with a public notice period from August 12 to August 21, 2025, lasting 10 days [2]. - No objections were received from employees regarding the list of candidates during the public disclosure period [2]. Verification Opinions - The candidates included in the incentive plan are all directors, middle management, and core technical (business) personnel of the company and its subsidiaries, excluding independent directors and major shareholders [3][4]. - The verification confirmed that none of the candidates fall under the disqualifying conditions outlined in the relevant regulations, such as being deemed inappropriate by the stock exchange or regulatory authorities within the last 12 months [3]. - The basic information of the candidates is accurate, with no falsehoods or significant omissions identified [4].

证券代码:002592 证券简称: ST 八菱 公告编号:2025-073 南宁八菱科技股份有限公司 董事会薪酬与考核委员会关于第一期股票期权激励计划预留授 予激励对象名单的核查意见及公示情况说明 本公司及董事会薪酬与考核委员会全体成员保证信息披露的内容真实、准确 和完整，没有虚假记载、误导性陈述或重大遗漏。 根据《上市公司股权激励管理办法》（以下简称《管理办法》）和《深圳证券 交易所上市公司自律监管指南第 1 号——业务办理》（以下简称《自律监管指南 第 1 号》）等相关法律、法规、规范性文件和《南宁八菱科技股份有限公司第一 期股票期权激励计划（草案）》（2025 年 7 月修订）（以下简称《激励计划（草案）》） 的规定，公司将第一期股票期权激励计划（以下简称本激励计划）预留授予激励 对象名单在公司内部进行了公示。公司董事会薪酬与考核委员会结合公示情况对 预留授予激励对象进行了核查，相关公示情况及核查情况如下： 一、公示情况说明 公司于 2025 年 8 月 12 日在巨潮资讯网（www.cninfo.com.cn）披露了《关 于向第一期股票期权激励计划激励对象授予预留股票期权的公告》《第一期股票 期权激励 ...

证券代码:002592 证券简称: ST 八菱 公告编号:2025-068 南宁八菱科技股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、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： 一、 会议召开和出席情况 （一）会议召开情况 （1）现场会议时间：2025年8月11日（星期一）14:30 （2）网络投票时间：2025年8月11日 其中，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 8 月 11 日的交易时间，即 9:15—9:25，9:30—11:30 和 13:00—15:00；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 八菱科技股份有限公司办公楼三楼会议室。 十次会议决议召开。 《上市公司股东会规则》 《深 开。 圳证券交易所股票上市规则》等法律、行政法规、部门规章、规范性文件和《公 司章程》的有关规定。 （二）会议出席情况 出 席 本 次 股 东 会 现 场 会 议 的 股 东 及 股 东 代 理 人 共 10 人 ， 代 表 股 份 通过深圳证券交易所交易系统和互联网投票系统投票的股东共 1 ...

Summary of Key Points Core Viewpoint - Nanning Bailing Technology Co., Ltd. has announced the first grant list of its second stock option incentive plan, which includes a total of 1,000,000 stock options allocated to middle management and core technical personnel, representing 3.53% of the total equity incentive plan [1]. Group 1: Overall Situation - The total number of stock options granted is 1,000,000, with 139,000 options allocated to middle management and core technical personnel [1]. - A reserved portion of 150,000 options is set aside, accounting for 15% of the total options granted [1]. - The total number of stock options involved in the incentive plan does not exceed 10% of the company's total equity [1]. Group 2: Incentive Recipients - The incentive recipients do not include independent directors or shareholders holding more than 5% of the company's shares, as well as the spouses, parents, and children of the actual controllers of the company [1]. - The cumulative stock options granted to any individual recipient under the effective stock incentive plan do not exceed 1% of the company's total equity [1].

Core Points - The company has announced the first grant of stock options under its second stock option incentive plan, with a total of 8.5 million options to be granted at a price of 6.5 yuan per option, effective from August 11, 2025 [1][8][12] - The total number of stock options to be granted under this plan is 10 million, representing 3.53% of the company's total share capital [2][4] - The incentive plan includes performance assessment criteria based on net profit targets for the years 2025 to 2027, with specific target values set for each year [5][6] Summary by Sections Incentive Plan Overview - The incentive plan grants stock options as the form of equity [1] - The stock options will be sourced from the company's A-share common stock issued to the incentive recipients [2] - The first grant consists of 8.5 million options, which is 85% of the total options to be granted [2][11] Grant Details - A total of 143 individuals, including directors, senior management, and key technical personnel, will receive the stock options [2][11] - The waiting period for the options is set at 12 months, with specific percentages of options becoming exercisable at different intervals [3][4] Performance Assessment - The performance assessment for the stock options is based on net profit targets, with specific values set for each year from 2025 to 2027 [5][6] - The targets for the first, second, and third assessment years are 78 million yuan, 85 million yuan, and 88 million yuan, respectively [5][6] Financial Impact - The estimated fair value of the stock options granted is approximately 13.31 million yuan, which will be recognized as an expense over the vesting period [12][13] - The company will not provide any financial assistance for the exercise of options, and all tax obligations will be handled according to national regulations [13][14] Legal and Compliance - The board has confirmed that all conditions for granting the stock options have been met, and the plan has received the necessary approvals [10][15] - Legal opinions have been obtained to ensure compliance with relevant laws and regulations [15]