证券代码：300473 证券简称：德尔股份 公告编号：2025-076 阜新德尔汽车部件股份有限公司 第五届监事会第十二次会议决议公告 本公司及监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、监事会会议召开情况 阜新德尔汽车部件股份有限公司（以下简称"公司"）于 2025 年 11 月 13 日在公司会议室以现场及通讯表决相结合的方式召开了第五届监事会第十二次 会议，公司于 2025 年 11 月 10 日以邮件的方式通知了全体监事。本次监事会会 议应到监事 3 名，实到监事 3 名，会议由监事会主席王冬冬召集和主持。本次会 议的召集及召开程序符合《中华人民共和国公司法》及《公司章程》的规定。 与会监事以书面表决方式审议通过如下议案： 议案一：审议通过《关于修订<公司章程>并办理工商变更的议案》 为全面贯彻落实最新法律法规要求，进一步提升公司管理水平，完善公司治 理结构，根据《公司法》《上市公司章程指引》《上市公司治理准则》《深圳证券 交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号— —创业板上市公司规范运作》等法律法规规定，公司结合自身 ...

证券代码：300473 证券简称：德尔股份 公告编号：2025-075 阜新德尔汽车部件股份有限公司 第五届董事会第十六次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、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 议案一：审议通过《关于修订<公司章程>并办理工商变更的议案》 为全面贯彻落实最新法律法规要求，进一步提升公司管理水平，完善公司治 理结构，根据《公司法》《上市公司章程指引》《上市公司治理准则》《深圳证 券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 2 号 ——创业板上市公司规范运作》等法律法规规定，公司结合自身实际需要，不再 设置监事会，《公司法》规定的监事会的职权由董事会审计委员会行使，公司《监 事会议事规则》相应废止，同时《公司章程》中涉及监事会等相关条款亦作出相 应修订。公司拟调整董事会席位结构，将一名非独立董事席位调整为职工代表董 事席位，调整后的董事会将由 3 名非独立董事、3 名独立董事、1 名职工代表董 事组成，并对《公司章程》及公司相关制度进行修订。 公司拟对《公司章程》相关条款进行相应修订，并提请股东大会授权董事会 ...

Core Points - Del Shares announced plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. from Shanghai Deri Industrial Group Co., Ltd. through a share issuance [2] - The company also intends to issue shares to no more than 35 specific investors to raise supporting funds for the acquisition [2] - The Shenzhen Stock Exchange's M&A Review Committee approved the transaction on November 7, 2025, confirming it meets restructuring conditions and information disclosure requirements [2]

Core Viewpoint - Del's Automotive Parts Co., Ltd. has received approval from the Shenzhen Stock Exchange for its asset acquisition and fundraising plan, which is a significant step for the company's merger and acquisition strategy in the industry [2] Group 1: Transaction Details - The transaction consists of two parts: Del plans to acquire 100% of Aizhuo Intelligent Technology Co., Ltd. by purchasing 70% of its shares from Shanghai Deri Industrial Group for a price of 270 million yuan, while also acquiring the remaining 30% at zero cost [3] - The share issuance price is set at 14.15 yuan per share, which is 80% of the average trading price over the previous 120 trading days, with an expected issuance of approximately 19.08 million shares, accounting for 11.22% of the total share capital post-issuance [3] Group 2: Fundraising and Allocation - Del plans to raise up to 82.7 million yuan through a private placement to no more than 35 specific investors, with the funds allocated primarily to three projects: 49.2 million yuan for the smart upgrade of automotive decorative parts (Phase 1), 23.5 million yuan for the R&D center, and 10 million yuan for intermediary fees and taxes [4] - The fundraising is contingent upon the successful implementation of the share issuance for asset acquisition, but the acquisition will proceed regardless of the fundraising outcome [4] Group 3: Company Profile and Valuation - Aizhuo Technology, established in 2005, specializes in the R&D, production, and sales of automotive film and covering parts, recognized as a national high-tech enterprise with multiple intellectual property rights [4] - The 100% equity of Aizhuo Technology is valued at 270 million yuan based on the income approach, reflecting a 392.12% appreciation, with a projected net profit commitment for 2025, 2026, and 2027 of no less than 23.4 million yuan, 27 million yuan, and 34 million yuan, respectively [5]

Group 1 - Aerospace Universe's subsidiary won a project worth 246 million yuan [1] - Aerospace Universe was established in March 2000, focusing on providing technical solutions and manufacturing services for the aerospace sector [1] Group 2 - Bixing Wulian's shareholder plans to reduce holdings by up to 1% [2] - Bixing Wulian was founded in January 2012, specializing in hardware for sensing devices and big data processing software systems [2] Group 3 - SanSheng Guojian's shareholder intends to reduce holdings by up to 1% [3][4] - SanSheng Guojian was established in January 2002, focusing on the research, production, and sales of antibody drugs [4] Group 4 - Tianyi New Materials is facing a bankruptcy pre-restructuring application from creditors [5] - Tianyi New Materials was founded in November 2009, specializing in powder metallurgy brake pads and renewable energy [5] Group 5 - Hongda High-Tech's director plans to reduce holdings by up to 100,000 shares [6] - Hongda High-Tech was established in July 1997, focusing on the research, production, and sales of textile fabrics and medical devices [6] Group 6 - Weixinno plans to issue 419 million shares to raise up to 2.937 billion yuan [7] - Weixinno was founded in January 1998, specializing in the research, production, and sales of OLED and Micro-LED display devices [7] Group 7 - Jingneng Thermal's shareholder plans to reduce holdings by up to 3% [8] - Jingneng Thermal was established in December 2002, focusing on thermal supply and energy-saving technology services [8] Group 8 - Silk Road Vision's director plans to reduce holdings by up to 68,200 shares [9][10] - Silk Road Vision was founded in March 2000, specializing in digital visual comprehensive services based on CG creativity and technology [10] Group 9 - New Ray Energy's shareholder plans to reduce holdings by up to 0.65% [11] - New Ray Energy was established in June 1997, focusing on the research, production, and sales of high-efficiency power supply products [11] Group 10 - Jian Ke Yuan's shareholder plans to reduce holdings by up to 1% [12] - Jian Ke Yuan was founded in August 2007, specializing in providing technical services for urban green development [12] Group 11 - Del Shares' plan to acquire Aizhuo Intelligent Technology has been approved by the Shenzhen Stock Exchange [13] - Del Shares was established in November 2004, focusing on automotive parts systems [13] Group 12 - Weining Health elected a new chairman, Liu Ning [14] - Weining Health was founded in April 2004, focusing on integrated solutions for medical health information [14] Group 13 - Huichang Communications elected He Fei as the new chairman [15] - Huichang Communications was established in February 2006, specializing in smart cloud video software and hardware [15] Group 14 - Shen Sanda A's controlling shareholder plans to transfer 3.01% of shares [16] - Shen Sanda A was founded in December 1993, focusing on digital and information services [16] Group 15 - Taiji Co. plans to transfer 4.64% of shares [17] - Taiji Co. was established in October 1987, focusing on providing digital services for various sectors [17] Group 16 - Tianzhun Technology's controlling shareholder plans to donate 8 million shares and 8 million yuan in cash [18] - Tianzhun Technology was founded in August 2009, specializing in industrial intelligent equipment [18] Group 17 - ST Lutong's second extraordinary general meeting resolutions are deemed valid [20][21] - ST Lutong was established in February 2007, focusing on broadband network intelligent connection solutions [21] Group 18 - Yinxin Technology's controlling shareholder plans to reduce holdings by up to 1% [22] - Yinxin Technology was founded in May 2004, specializing in IT infrastructure solutions for data centers [22]

Group 1: Company Developments - Delong Holdings (德尔股份) announced plans to acquire 100% equity of Aizhuo Intelligent Technology (爱卓智能科技) through share issuance and to raise supporting funds from no more than 35 specific investors [1] - The Shenzhen Stock Exchange's M&A Review Committee approved the transaction, confirming it meets restructuring conditions and information disclosure requirements [1] - Delong Holdings reported stable growth in revenue and profit for the first three quarters, achieving revenue of 3.642 billion yuan, a year-on-year increase of 7.67%, and a net profit attributable to shareholders of 79.23 million yuan, a year-on-year increase of 228.13% [1] Group 2: Industry Trends - The Fourth China Nuclear Energy High-Quality Development Conference will be held from November 12 to 14, 2025, in Shenzhen, highlighting the significance of nuclear energy in China's energy transition [3][4] - China's nuclear industry has entered a phase of rapid development, with a total of over 10 nuclear power units approved annually for four consecutive years, maintaining the world's largest operational and under-construction nuclear power capacity [4] - The demand for AI Data Centers (AIDC) is expected to grow at over 40% annually for the next two to three years, with nuclear power being a suitable energy source due to its efficiency and stability [5] Group 3: Market Performance - Nuclear power concept stocks have shown strong performance, with an average increase of 63.07% year-to-date, significantly outperforming the Shanghai Composite Index [6] - Among 13 nuclear power stocks, several have rolling price-to-earnings ratios below 30, with Huaneng International at the lowest at 8.89 times, reporting a net profit of 14.841 billion yuan for the first three quarters, a year-on-year increase of 42.52% [6][7] - Trading activity for nuclear power concept stocks has surged, with 19 stocks showing an increase in average daily trading volume in November compared to the previous month, including Lansi Heavy Industry with a remarkable increase of 325.94% [8]

Group 1 - The importance of nuclear energy is increasingly highlighted in the global transition to a clean and low-carbon energy structure [1] - Delong Co., Ltd. plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. and raise matching funds through issuing shares to no more than 35 specific investors [1] - Delong's revenue for the first three quarters reached 3.642 billion yuan, a year-on-year increase of 7.67%, while net profit attributable to shareholders was 79.23 million yuan, up 228.13% year-on-year [1] Group 2 - The Fourth China Nuclear Energy High-Quality Development Conference will be held from November 12 to 14, 2025, in Shenzhen, showcasing China's nuclear energy achievements [3][4] - China has maintained a leading position in the global nuclear industry, with over 10 nuclear power units approved annually for four consecutive years [4] - The demand for AI data centers (AIDC) is expected to grow at over 40% annually for the next two to three years, with nuclear power being a suitable energy source due to its efficiency and stability [5] Group 3 - Nuclear power stocks have shown strong performance, with an average increase of 63.07% year-to-date, significantly outperforming the Shanghai Composite Index [6] - Among 13 nuclear power stocks, several have rolling P/E ratios below 30, with Huaneng International at the lowest P/E of 8.89 [7] - The trading activity of nuclear power concept stocks has increased significantly, with some stocks seeing over 50% growth in average daily trading volume compared to the previous month [8]

Group 1 - Great Wall Technology has terminated the planning of control change matters and will resume trading on November 10, 2025 [2] - The actual controllers of Great Wall Technology were in discussions for a share transfer that could lead to a change in control, but they decided to terminate the planning due to a lack of consensus on core issues [2] Group 2 - Eight One Steel and other companies or shareholders are under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws [3] - Eight One Steel received a notice from the CSRC regarding the investigation, stating that their production and operations remain normal and will not be significantly affected [3] Group 3 - ST Chang Pharmaceutical has been investigated by the CSRC for suspected false reporting of financial data, which could lead to mandatory delisting if found guilty of major violations [4] - Intercontinental Oil and Gas is also under investigation, but the investigation pertains to a shareholder and does not affect the company's operations [4] Group 4 - Tianyi New Materials has agreed to undergo pre-restructuring due to creditor applications, which is expected to improve the chances of successful restructuring [6] - The pre-restructuring process will facilitate early communication with creditors and potential investors [6] Group 5 - Suzhou Planning intends to acquire 100% of Dongjin Aviation Technology through a combination of share issuance and cash payment, with a transaction price of 250 million yuan [7] - This acquisition aims to create a competitive integrated solution in air traffic management, addressing industry pain points and aligning with the development of the low-altitude economy [7] Group 6 - Del Shares plans to acquire 100% of Aizhuo Intelligent Technology through share issuance and will raise matching funds from specific investors [8] - The transaction has been reviewed and approved by the Shenzhen Stock Exchange's merger and reorganization review committee [8] Group 7 - Degute has decided to terminate its major asset restructuring transaction due to difficulties in forming a satisfactory plan within the effective time window [9] - The termination requires further negotiations and internal approval processes from the involved parties [9] Group 8 - Aerospace Hanyu's subsidiary has won a bid for a project worth approximately 246.3 million yuan, which is expected to positively impact the company's performance [11] - Huachang Communications has elected a new chairman, which may influence the company's strategic direction [11] Group 9 - Maolai Optical has received approval from the CSRC to issue convertible bonds to unspecified investors [12] - Tianchen Medical has adjusted its share repurchase plan, increasing the maximum repurchase price and total amount [12] Group 10 - Jiangsu Youxian's controlling shareholder plans to increase its stake in the company by investing between 100 million and 150 million yuan [21] - Jian Ke Institute plans to reduce its holdings by up to 1,466,600 shares [21]

Core Viewpoint - The company plans to acquire 100% equity of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. from Shanghai Deri Industrial Group Co., Ltd. through a share issuance and aims to raise supporting funds by issuing shares to no more than 35 specific investors [1] Group 1 - The Shenzhen Stock Exchange's M&A and Restructuring Review Committee held its 10th review meeting on November 7, 2025, to assess the transaction [1] - The review committee concluded that the transaction meets the restructuring conditions and information disclosure requirements [1]

Key Points - The article summarizes important announcements from several listed companies in the Shanghai and Shenzhen stock markets on November 9, 2025 [2] Group 1: Corporate Actions - Visionox (维信诺) plans to issue 419 million shares to Hefei Jianzhu Investment Co., Ltd. at a price of 7.01 yuan per share, raising up to 2.937 billion yuan for working capital and debt repayment. This may lead to a change in control of the company [3] - Huachang Communication (会畅通讯) elected He Fei as the new chairman of the board, effective from the date of the board meeting [4][5] - Weining Health (卫宁健康) appointed Liu Ning as the new chairman after the resignation of Zhou Wei due to personal reasons [6] - Delong Co., Ltd. (德尔股份) received approval from the Shenzhen Stock Exchange for a share issuance to acquire 100% of Aizhuo Intelligent Technology (Shanghai) Co., Ltd. [7] - Tianyi New Materials (天宜新材) is undergoing pre-restructuring after a creditor applied for bankruptcy due to the company's inability to repay debts [8] Group 2: Major Contracts - Aerospace Huanyu (航天环宇) announced that its subsidiary, Hunan Feiyu Aviation Equipment Co., Ltd., won a bid for a project worth 246 million yuan [9] Group 3: Shareholding Changes - Hongda High-Tech (宏达高科) announced that its director and deputy general manager, Gu Weifeng, plans to reduce his holdings by up to 100,000 shares, representing 0.06% of the total shares [11] - Jingneng Thermal Power (京能热力) shareholder Zhao Yibo intends to reduce his stake by up to 3%, amounting to approximately 790,920 shares [12] - Jiankeyuan (建科院) plans to reduce its holdings by up to 1%, equating to 146,660 shares [13] - San Sheng Guojian (三生国健) shareholder Dajia International plans to reduce its holdings by up to 1%, totaling 616,790 shares [14] - Yinxin Technology (银信科技) announced that its actual controller's associates plan to reduce their holdings by up to 1%, which is 444,240 shares [15] - Bixing Wulian (碧兴物联) shareholder Beijing Biyuan Technology Co., Ltd. intends to reduce its stake by up to 1%, amounting to 78,520 shares [16] - Xinle Energy (新雷能) shareholder Shanghai Lianxin Investment Management plans to reduce its holdings by up to 0.65%, totaling 3.5 million shares [17] - Silk Road Vision (丝路视觉) director Wang Junping plans to reduce his holdings by up to 0.056%, which is 68,156 shares [19]