中密控股股份有限公司 章 程 二〇二五年五月 目 录 1 第一章 总则 第二章 经营宗旨和范围 第三章 股份 第一节 股份发行 第二节 股份增减和回购 第三节 股份转让 第四章 股东和股东大会 第一节 股东 第二节 股东大会的一般规定 第三节 股东大会的召集 第四节 股东大会的提案与通知 第五节 股东大会的召开 第六节 股东大会的表决和决议 第五章 董事会 第一节 董事 第二节 董事会 第六章 总经理及其他高级管理人员 第七章 监事会 第一节 监事 第二节 监事会 第八章 党的组织及党建工作 2 第九章 财务会计制度、利润分配和审计 第一节 财务会计制度 第二节 内部审计 第三节 会计师事务所的聘任 第十章 通知和公告 第一节 通知 第二节 公告 第十一章 合并、分立、增资、减资、解散和清算 第一节 合并、分立、增资和减资 第二节 解散和清算 第十二章 修改章程 第十三章 附则 第一章 总 则 第一条 为维护公司、股东和债权人的合法权益，规范公司的组织和行为， 充分发挥中国共产党中密控股股份有限公司党总支委员会的政治核心作用，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》 ...

证券代码：300470 证券简称：中密控股 公告编号：2025-025 中密控股股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开的基本情况 1、中密控股股份有限公司（以下简称"公司"）2024年年度股东会于2025 年5月7日（星期三）14:30在公司（四川省成都市武科西四路8号）四楼会议室召 开。本次股东会同时开通网络投票，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5月7日9:15-9:25、9:30-11:30、13:00-15:00；通过 深圳证券交易所互联网投票系统进行网络投票的具体时间为：2025年5月7日9:15 至15:00期间的任意时间。 本次股东会由公司董事会召集，董事长彭玮先生主持。本次股东会的召集、 召开与表决程序符合法律、行政法规、部门规章、规范性文件及《公司章程》的 规定。 2、本次股东会出席现场会议和参加网络投票表决的股东及股东授权代表共 计171人，代表股份113,166,267股，约占 ...

为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1 北京金杜（成都）律师事务所 关于中密控股股份有限公司 2024 年年度股东会 之法律意见书 致：中密控股股份有限公司 北京金杜（成都）律师事务所（以下简称本所）接受中密控股股份有限公司 （以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 《上市公司股东会规则（2025 修订）》（以下简称《股东会规则》）等中华人民 共和国境内（以下简称中国境内，为本法律意见书之目的，不包括中国香港特别 行政区、中国澳门特别行政区和中国台湾地区）现行有效的法律、行政法规、规 章和规范性文件和现行有效的《中密控股股份有限公司章程》（以下简称《公司 章程》）有关规定，指派律师出席了公司于 2025 年 5 月 7 日召开的 2024 年年度 股东会（以下简称本次股东会），并就本次股东会相关事项出具本法律意见书。 1. 经公司 2023 年年度股东大会审议通过的《公司章程》； 2. 公司 2025 年 4 月 15 日刊登于巨潮资讯网（www.cninfo.com.c ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a net profit attributable to shareholders of 392 million yuan for 2024, representing a year-on-year increase of 13.21%, and for Q1 2025, the net profit was 94 million yuan, up 13.84% year-on-year [4][5] - The company achieved a record high net profit of 120 million yuan in Q4 2024, with a full-year gross margin of 48.34%, slightly down by 1.31 percentage points year-on-year [5] - The company has a strong order backlog and is actively expanding production, with significant projects underway, including the construction of a new sealing plant expected to be completed by 2026 [5][6] Financial Performance Summary - In 2024, the company achieved revenue of 1.567 billion yuan, a year-on-year increase of 14.4%, and for Q1 2025, revenue was 410 million yuan, up 21.99% year-on-year [6] - The company’s international business revenue reached 200 million yuan in 2024, growing nearly 50% year-on-year, driven by expansion in the overseas mid-to-high-end petrochemical market [6] - The company’s mechanical sealing segment continues to perform well domestically, while the rubber and plastic sealing segment reported revenue of 180 million yuan for the first time [6] Earnings Forecast and Valuation - The earnings forecast for 2025-2027 predicts revenues of 1.751 billion yuan, 1.960 billion yuan, and 2.201 billion yuan respectively, with net profits of 448 million yuan, 502 million yuan, and 560 million yuan [7][8] - The projected diluted EPS for 2025-2027 is 2.15 yuan, 2.41 yuan, and 2.69 yuan respectively, with corresponding PE ratios of 16.6, 14.8, and 13.3 [7][8] - The company is positioned as a leading domestic mechanical sealing enterprise, focusing on import substitution in core areas and expanding its international business [7]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][4]. Core Views - The company is expected to achieve a revenue of 1.567 billion yuan in 2024, representing a year-on-year growth of 14.40%, and a net profit attributable to shareholders of 392 million yuan, reflecting a growth of 13.21% [1][4]. - The company's gross margin and net margin for 2024 are projected to be 48.34% and 25.10%, respectively, with slight declines compared to the previous year [1]. - The company has shown stable management of operating expenses, with a net operating cash flow of 322 million yuan in 2024, up 3.03% year-on-year [1]. - The international business segment is rapidly growing, with a revenue of approximately 200 million yuan in 2024, marking a growth of about 50% [2]. - The company has increased its market share in domestic large petrochemical projects, contributing to the growth of its incremental business [2]. Summary by Sections Financial Performance - In 2024, the company achieved a revenue of 1.567 billion yuan, a 14.40% increase from the previous year, and a net profit of 392 million yuan, up 13.21% [1][5]. - The revenue for Q4 2024 was 424 million yuan, a year-on-year increase of 11.39%, with a net profit of 122 million yuan, reflecting a growth of 23.42% [1]. - The revenue for Q1 2025 is projected to be 410 million yuan, a 21.99% increase year-on-year, with a net profit of 94 million yuan, up 13.84% [1]. Business Segments - The equipment manufacturing segment generated a revenue of 658 million yuan in 2024, growing 17.68% year-on-year, primarily driven by international business growth [2]. - The rubber and plastic sealing segment achieved a revenue of 180 million yuan, a 26.79% increase, with a gross margin of 40.34% [3]. - The special valve segment reported a revenue of 141 million yuan, up 37.28%, with a gross margin of 49.52% [3]. Profitability and Valuation - The company’s profitability is expected to decline slightly due to an increase in the proportion of incremental business and a slight decrease in the gross margin of existing businesses [1][2]. - The projected net profits for 2025-2027 are 419 million yuan, 484 million yuan, and 558 million yuan, respectively, with corresponding P/E ratios of 18, 15, and 13 [4][5].

Investment Rating - The investment rating for the company is "Outperform the Market" [6][4]. Core Views - The company is expected to achieve a revenue growth of 14.40% year-on-year in 2024, reaching 1.567 billion yuan, and a net profit growth of 13.21%, totaling 392 million yuan. This performance is considered stable despite a low downstream market sentiment [1][9]. - The international business is rapidly expanding, with a significant increase in revenue from the equipment manufacturing sector, which is projected to grow by 17.68% to 658 million yuan in 2024, driven by international market developments [2]. - The company has shown strong performance in the rubber and plastic sealing and special valve segments, with revenue growth of 26.79% and 37.28% respectively in 2024, indicating successful market expansion and product development [3]. Summary by Sections Financial Performance - In 2024, the company is projected to have a gross margin of 48.34% and a net margin of 25.10%, with slight declines in profitability due to increased contributions from lower-margin businesses [1]. - The operating cash flow for 2024 is expected to be 322 million yuan, reflecting a year-on-year increase of 3.03% [1]. Revenue Breakdown - The revenue from the existing business segments, including petrochemical and coal chemical sectors, is expected to grow modestly, with specific increases of 1.82%, 6.64%, and 9.18% for different segments [2]. - The company’s international business is anticipated to grow by approximately 50%, contributing around 200 million yuan to the total revenue [2]. Profitability Metrics - The company’s net profit for 2025 is forecasted to be 419 million yuan, with a projected PE ratio of 18 times [4][5]. - The gross margin for the rubber and plastic sealing segment is expected to be 40.34%, while the special valve segment is projected to have a gross margin of 49.52% [3]. Future Projections - The company’s net profit is expected to reach 484 million yuan in 2026 and 558 million yuan in 2027, with corresponding PE ratios of 15 and 13 times [4][5]. - The revenue growth rates for the years 2025 to 2027 are projected to be 12.4%, 13.3%, and 14.1% respectively [5].

Core Viewpoint - Company reported steady growth in revenue and net profit for 2024 despite a challenging market environment, driven by strong international business performance and strategic product development across various segments [2][19]. Revenue and Profit Growth - In 2024, the company achieved a revenue increase of 21.99% year-on-year, reaching 4.1 billion yuan, and a net profit increase of 13.84%, amounting to approximately 94.35 million yuan [19]. - The mechanical seal segment saw revenue growth from both incremental and existing markets, with international business revenue reaching 200 million yuan, a 50% increase year-on-year [2]. Segment Performance - The mechanical seal segment maintained stable gross margins despite a slight decline in existing market margins, while the rubber and plastic seal segment experienced a notable net profit increase of 58.67% due to higher-value product sales [2][15]. - The special valve segment secured significant orders in the water conservancy and petrochemical sectors, contributing to substantial revenue and profit growth [2][5]. Research and Development - In 2024, the company focused on several key R&D achievements, including the development of diamond coating technology and a new software for machining rubber and plastic seals [3]. - Future R&D priorities include undertaking national and industry-specific projects, advancing basic technology research, and developing forward-looking products [3]. Cash Flow and Financial Management - The company reported a 3.03% increase in net cash flow from operating activities in 2024, although the first quarter of 2025 saw a negative cash flow due to increased employee costs and higher tax payments [4]. - The company has established a robust system for managing accounts receivable, ensuring low bad debt rates and efficient cash flow management [18]. Market Strategy and Outlook - The company aims for an 11.32% revenue growth and a 5.05% net profit growth in 2025, with strategies focused on market expansion, R&D, and operational efficiency [12]. - The company is actively exploring new markets, including renewable energy and environmental sectors, leveraging its technological advantages [17]. Shareholder Returns - The profit distribution plan for 2024 includes a cash dividend of 5 yuan per 10 shares, reflecting the company's commitment to shareholder returns while considering its growth and capital expenditure needs [14].

Group 1: Financial Performance - In 2024, the company achieved a revenue of 2 billion yuan from international business, marking a year-on-year growth of approximately 50% [3] - The mechanical seal segment saw a year-on-year revenue increase of 17.68% despite a challenging market environment [6] - The net profit of the rubber and plastic sealing segment increased significantly by 58.67% due to enhanced high-value product ratios and cost reduction efforts [7] Group 2: Research and Development - Major R&D achievements in 2024 included the trial production of diamond coatings in the mechanical seal segment and the launch of the UTOSEAL software in the rubber and plastic sealing segment [3] - Future R&D focuses will include undertaking key national and industry research projects, developing market-responsive applications, and enhancing foundational technology research [3] Group 3: Cash Flow and Financial Management - The net cash flow from operating activities increased by 3.03% year-on-year, but the first quarter of 2025 saw a negative cash flow due to increased employee costs and a 21.99% rise in sales revenue [4] - The accounts receivable balance was 160.77% of the net profit, indicating a significant amount of outstanding payments [8] Group 4: Market Strategy and Growth Plans - The company plans to maintain a revenue growth target of 11.32% and a net profit growth target of 5.05% for 2025, with strategies focused on market capture, R&D, and efficiency improvements [6] - The special valve segment is expected to continue its growth trajectory, leveraging strong market demand in oil and gas transportation and water engineering [4] Group 5: Shareholder Returns and Incentives - The profit distribution plan for 2024 includes a cash dividend of 5 yuan for every 10 shares, reflecting the company's commitment to investor returns [7] - The implementation of a restricted stock incentive plan is anticipated to positively impact future performance without diluting shareholder equity [5]

Core Viewpoint - The company Zhongmi Holdings (300470) has shown a steady growth in its financial performance, with significant increases in revenue and net profit in the first quarter of 2025, while also experiencing changes in shareholder structure and capital flow dynamics [4][5][6]. Financial Performance - For Q1 2025, Zhongmi Holdings reported a main revenue of 410 million yuan, representing a year-on-year increase of 21.99% [4] - The net profit attributable to shareholders was 94.35 million yuan, up 13.84% year-on-year [4] - The company's debt ratio stands at 15.3%, with investment income of 2.63 million yuan and financial expenses of -1.63 million yuan, resulting in a gross profit margin of 44.43% [4] Shareholder Dynamics - As of March 31, 2025, the number of shareholders increased to 17,500, up by 1,226 from December 31, 2024, marking a growth rate of 7.51% [3] - The average number of shares held per shareholder decreased from 12,800 shares to 11,900 shares, with an average market value of 440,400 yuan per shareholder [3] Capital Flow - On April 25, 2025, the capital flow for Zhongmi Holdings showed a net outflow of 1.89 million yuan from main funds, while speculative funds saw a net inflow of 2.18 million yuan, and retail investors experienced a net outflow of 286,000 yuan [2][5] Business Segments Performance - The mechanical seal segment has increased its market share in domestic large petrochemical projects, while international business revenue reached 200 million yuan in 2024, reflecting a growth of approximately 50% [6] - The rubber and plastic seal segment saw an 8.18% increase in revenue, with net profit rising by 58.67% [6] - The special valve segment experienced a revenue increase of 37.28% and a net profit increase of 108.3% [6] Future Outlook - The growth of international business is expected to slow down in 2025 compared to previous years, despite a significant increase in orders in recent years [6] - The coal chemical sector is anticipated to positively impact the company's performance due to the rapid advancement of national coal chemical projects [6] - Key growth drivers for 2025 include sustained growth in international business, successful market expansion by subsidiaries, and improved internal management efficiency [6] Capital Expenditure Plans - The company's capital expenditure will focus on infrastructure development and acquisitions, with investment decisions being dynamically adjusted based on market conditions [6]

Group 1 - Gao Yi Asset recently conducted research on three listed companies, including Muyuan Foods, Zhongmi Holdings, and Taiji Group [1][2][3] - Muyuan Foods has partnered with Element Driven to establish Henan Muyuan Anliang Company, with a synthetic biology project that has commenced production at an annual capacity of 30,000 tons [1] - Zhongmi Holdings holds an 11.11% stake in Chengdu Chuanha Robot and Intelligent Equipment Research Institute, and has technological advantages in the field of sealing components for new energy vehicle batteries [2] - Zhongmi Holdings has won bids for water conservancy projects in Yunnan, marking its first breakthroughs in flow regulation valves with a diameter of DN1000 [2] - Taiji Group has developed "Taiji Acute Support Health" smart body and collaborated on the "Herbal Intelligence Library · Traditional Chinese Medicine Model" with several institutions [3] - Taiji Group's subsidiary, Sichuan Nanchong Pharmaceutical Co., produces pediatric hepatitis granules for clearing heat and dampness, and relieving pain [3] Group 2 - Gao Yi Asset Management is a prominent private equity fund management company in China, known for its strong research capabilities and large management scale [4] - The company focuses on capital markets and aims to provide top-notch research support and resources to outstanding investment managers [4] - The research team consists of over 30 members, including experienced investment managers and award-winning fund managers from leading firms [4]