东睦新材料集团股份有限公司 NBTM NEW MATERIALS GROUP Co., Ltd. 第九届董事会独立董事专门会议第二次会议 决 议 表决结果：赞成3票，反对0票，弃权0票，表决通过。 一、审议通过《关于公司签署 <关于上海富驰高科技股份有> 限公司之股东协议的补充协议（二）>的议案》 公司分别于2023年9月28日、2025年4月24日签署了《关于上 海富驰高科技股份有限公司之股东协议》、《关于上海富驰高科 技股份有限公司之股东协议的补充协议》。现经过协议各方充分 协商，各方签署《关于上海富驰高科技股份有限公司之股东协议 的补充协议（二）》对各方的权利义务进行进一步调整。公司独 立董事同意签订该协议，并同意将该议案提交公司第九届董事会 第二次会议审议。 表决结果：赞成3票，反对0票，弃权0票，表决通过。 二、审议通过《关于公司签署 <关于上海富驰高科技股份有> 限公司的股份转让协议之补充协议（二）>的议案》 公司分别于2020年1月14日、2025年3月7日签署了《东睦新 材料集团股份有限公司与上海钟于企业管理有限公司、钟伟、于 立刚、上海创精投资咨询合伙企业（有限合伙）关于上海富驰高 科技股份 ...

证券代码：600114 股票简称：东睦股份 编号：2025-079 东睦新材料集团股份有限公司 NBTM NEW MATERIALS GROUP Co., Ltd. 第九届董事会第二次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记 载、误导性陈述或者重大遗漏，并对其内容的真实性、准确性和 完整性承担个别及连带责任。 一、董事会会议召开情况 东睦新材料集团股份有限公司（以下简称"公司"）于2025年8月15 日以书面形式向公司全体董事发出召开第九届董事会第二次会议的通知。 公司第九届董事会第二次会议于2025年8月21日16:30在公司会议室以现场 会议的方式召开，应出席会议董事9人，实际出席会议董事9人。公司董事 长朱志荣先生主持了本次会议，公司全体高管人员列席了本次会议。会议 的召开符合《中华人民共和国公司法》和《东睦新材料集团股份有限公司 章程》的有关规定。 二、董事会会议审议情况 全体董事对本次董事会会议的议案进行了审议，经表决形成如下决 议： （一）审议通过《关于公司签署 <关于上海富驰高科技股份有限公司> 之股东协议的补充协议（二）>的议案》 公司分别于2023年9月28日、20 ...

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 on August 21, 2025, at 14:30, in Ningbo, Zhejiang Province [2][3] - The meeting will utilize a combination of on-site and online voting methods, with online voting available from 9:15 to 15:00 on the same day [2][3] - The agenda includes the review of several key proposals, including the 2025 Restricted Stock Incentive Plan and its implementation management measures [4][6][9] Proposal Summaries - Proposal No. 25-04-01: The company proposes the 2025 Restricted Stock Incentive Plan to attract and retain talent, aligning the interests of shareholders, the company, and core team members [4][5] - Proposal No. 25-04-02: The company seeks approval for the implementation management measures of the 2025 Restricted Stock Incentive Plan to ensure its smooth execution [6][8] - Proposal No. 25-04-03: The company requests authorization from the shareholders to the board for handling matters related to the 2025 Restricted Stock Incentive Plan [9][10] - Proposal No. 25-04-04: The company proposes to authorize the board to manage and sign relevant agreements concerning the acquisition of Shanghai Fuchi High-Tech Co., Ltd. through a combination of stock issuance and cash payment [11][12]

Core Viewpoint - Dongmu New Materials Group Co., Ltd. reported significant growth in revenue and net profit for the first half of 2025, driven by its focus on new material technologies and market expansion [1] Financial Performance - The company achieved operating revenue of 2.93 billion yuan, a year-on-year increase of 24.51% [1] - Net profit attributable to shareholders reached 261 million yuan, up 37.61% year-on-year [1] - The net profit excluding non-recurring gains and losses was 250 million yuan, reflecting a growth of 40.61% [1] Business Strategy - The company is focusing on three new material technology platforms: P&S, SMC, and MIM, to provide optimal solutions and value-added services for the new energy and high-end manufacturing sectors [1] - Dongmu is committed to continuous market expansion and internal technological innovation to achieve stable performance growth [1] MIM Technology Platform - The MIM technology platform has shown significant revenue growth, becoming a key driver of the company's performance [1] - MIM business revenue reached 1.207 billion yuan, with a year-on-year increase of 57.26% [1] - The consumer electronics sector accounted for approximately 82.16% of MIM revenue, while medical and automotive sectors contributed 3.89% and 8.33%, respectively [1] Acquisition Strategy - Since entering the MIM sector in 2020, the company has strategically enhanced its control over Shanghai Fuchi High-Tech Co., Ltd. to strengthen its position in the MIM industry [2] - The company plans to acquire an additional 34.75% stake in Shanghai Fuchi for 735 million yuan, increasing its ownership to 99% [2] - The acquisition will be supported by a fundraising initiative targeting specific investors, with 361 million yuan allocated for technology upgrades and production expansion [2] Market Expansion Potential - The MIM technology has matured in traditional sectors but holds potential for expansion in AI, computing, and robotics [3] - The company aims to enhance its MIM technology applications beyond consumer electronics and is focusing on breakthroughs in material technology [3] - Dongmu has invested in a company specializing in titanium and titanium alloy powders, which will aid in promoting its products in various sectors [3]

Group 1 - The company held its 19th meeting of the 8th Board of Directors on August 5, 2025, with all 9 directors present, and the meeting complied with relevant laws and regulations [1] - The Board approved the full text and summary of the 2025 semi-annual report with a unanimous vote of 9 in favor [2] - The Board approved an increase in the 2025 technical transformation investment budget to no more than 400 million yuan, allowing the general manager to implement specific investment projects [2][3] Group 2 - The Board approved the establishment of a market value management system for the company, with a unanimous vote of 9 in favor [3] - The Board approved the revision of the information disclosure management system, also with a unanimous vote of 9 in favor [3] - The Board agreed to adjust the board members of Shanghai Fuchi High-Tech Co., Ltd., appointing three new directors while keeping the rest unchanged, with a unanimous vote of 9 in favor [4]

Core Viewpoint - Dongmu Co., Ltd. reported strong financial performance in the first half of 2025, with significant growth in revenue and net profit, driven by advancements in powder metallurgy technology and expanding applications in various sectors [1][2]. Financial Performance - In the first half of 2025, Dongmu achieved revenue of 2.93 billion yuan, a year-on-year increase of 24.51% [1] - The net profit attributable to shareholders was 261 million yuan, up 37.61% year-on-year [1] - The net profit after deducting non-recurring items was 250 million yuan, reflecting a growth of 40.61% [1] Business Segments - The company's three technology platforms (P&S, SMC, and MIM) generated significant revenue, with MIM showing the highest growth [1] - Revenue from the P&S platform was 1.261 billion yuan, a year-on-year increase of 13.59% [1] - The SMC platform revenue was 444 million yuan, down 2.68% year-on-year [1] - MIM platform revenue reached 1.207 billion yuan, marking a substantial growth of 57.26% [1] Market Trends - The MIM technology is primarily applied in the consumer electronics sector, which accounted for approximately 82.16% of MIM revenue [1] - The medical sector contributed about 3.89%, while the automotive sector accounted for 8.33% of MIM revenue [1] - The folding machine hinge has emerged as a significant growth driver for the company [1] Strategic Initiatives - Dongmu is expanding its market presence beyond consumer electronics, focusing on non-consumer electronics and material technology advancements [2] - The company is actively pursuing research and development in the MIM titanium alloy sector, anticipating demand from AI and computing infrastructure [2] - In June 2025, Dongmu announced plans to acquire a 34.75% stake in Shanghai Fuchi Technology Co., Ltd. for 735 million yuan, alongside a fundraising initiative of up to 548 million yuan [2][3] Competitive Landscape - Shanghai Fuchi, a key player in the MIM industry, has over 20 years of experience and operates in various sectors including telecommunications, automotive, and medical [3] - Major competitors in the MIM space include Jingyan Technology, Tonglian Precision, Changying Precision, and Luxshare Precision [3] Infrastructure Development - Dongmu's wholly-owned subsidiary, Shanxi Dongmu Magnetic Electric Co., Ltd., received a property certificate for a project aimed at producing 60,000 tons of soft magnetic materials annually [3]

Group 1 - The company plans to acquire a 34.75% stake in Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payments to five counterparties [1] - The transaction is expected not to constitute a major asset restructuring as defined by relevant regulations [1] - The transaction will not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1] Group 2 - The company's stock was suspended from trading starting February 25, 2025, due to the planning of this transaction, with an expected suspension period of no more than 10 trading days [2] - The board of directors approved the transaction proposal and related resolutions during the 11th meeting [2] - The stock resumed trading on March 11, 2025, following the necessary disclosures [2] Group 3 - The supervisory board approved a revised proposal for the transaction, which included adjustments to the pricing benchmark date and the issuance price of shares [3] - The adjusted share issuance price for the transaction was set at 14.69 yuan per share, down from 14.99 yuan per share due to a cash dividend distribution [3] - The transaction's related audit and evaluation work has been completed, and the transaction price has been determined [3] Group 4 - The company and related parties are actively advancing the transaction and will comply with relevant legal and regulatory requirements for subsequent approvals and disclosures [4]

Core Viewpoint - Dongmu New Materials Group Co., Ltd. plans to acquire 34.75% equity of Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1][2]. Group 1: Transaction Overview - The self-inspection period for insider information trading related to this transaction spans from six months before the first trading suspension to one day before the disclosure of the transaction report, specifically from August 24, 2024, to June 6, 2025 [2]. - The scope of the insider information trading inspection includes directors, supervisors, senior management, major shareholders, and related personnel of both the listed company and the target company, as well as their immediate family members [2]. Group 2: Trading Activities - During the self-inspection period, various individuals and institutions within the defined scope engaged in trading activities involving the company's stock, with specific transactions documented [3][5][6]. - Notable transactions include: - On September 18, 2024, Chen Zhiyuan bought 600 shares and sold 600 shares on the same day [5]. - On October 16, 2024, the chairman of Dongmu, Zhu Zhirong, sold 46,140 shares [9]. - On October 29, 2024, Huang Yanjing, a supervisor, bought 300 shares [13]. Group 3: Compliance and Declarations - All involved parties have declared that their trading activities were based on independent judgment regarding market conditions and did not utilize any insider information related to the transaction [6][10][12]. - The independent financial advisor concluded that the trading activities of the relevant individuals and institutions during the self-inspection period did not constitute insider trading and did not pose substantial legal obstacles to the transaction [42][43].

Core Viewpoint - Dongmu Co., Ltd. is significantly increasing its stake in the MIM (Metal Injection Molding) sector by acquiring 34.75% of Shanghai Fuchi High-Tech Co., Ltd. for 735 million yuan, aiming to hold 99% of the company post-transaction, which is expected to enhance its growth in the MIM business and overall performance [1][2]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments to five parties for a total of 34.75% equity in Shanghai Fuchi, with a transaction price of 735 million yuan [2]. - Dongmu plans to raise up to 548 million yuan from no more than 35 specific investors to fund the acquisition and technology upgrades for MIM production lines [2]. Group 2: Business Performance - In Q1 2025, Dongmu reported revenue of 1.459 billion yuan, a year-on-year increase of 32.41%, and a net profit of 112 million yuan, up 37.61% [1][5]. - The MIM business generated revenue of 634 million yuan in Q1 2025, reflecting a growth of approximately 65.86% [5]. - For the full year 2024, Dongmu achieved total revenue of 5.143 billion yuan, a 33.20% increase, with net profit reaching 397 million yuan, a significant rise of 100.59% [5]. Group 3: MIM Business Growth - The MIM segment's revenue for 2024 was 1.965 billion yuan, marking a 92.19% increase and accounting for 38.2% of the company's total revenue [5]. - The company has added seven new production lines for foldable hinge modules in 2024, transitioning from "MIM parts" to "MIM parts + modules" [3]. Group 4: R&D and Innovation - Dongmu has focused on R&D to drive high-end manufacturing upgrades, with R&D expenses increasing from 245 million yuan in 2020 to 322 million yuan in 2024 [5]. - As of the end of 2024, Dongmu holds 222 invention patents and 622 utility model patents, forming a technological moat in MIM, P&S, and SMC platforms [6].

中国经济网北京6月9日讯东睦股份（600114）(600114.SH)6月6日晚间披露的发行股份及支付现金购买 资产并募集配套资金暨关联交易报告书(草案)显示，上市公司拟通过发行股份及支付现金的方式购买远 致星火、钟伟、创精投资、宁波华莞、宁波富精共5名交易对方合计持有的上海富驰高科技股份有限公 司(以下简称"上海富驰")34.75%股权。本次交易前，上市公司持有标的公司64.25%股份，标的公司为上 市公司控股子公司；本次交易完成后，上市公司持有标的公司99%股份，对标的公司的控制力进一步增 强。 截至2024年12月31日，上海富驰股东全部权益评估值为164,800.00万元，因评估基准日后长期应付款调 整事项，坤元评估调整上海富驰的股东全部权益价值至193,800.00万元，与合并报表口径归属于母公司 的股东权益账面价值94,335.03万元相比，评估增值99,464.97万元，增值率为105.44%。经交易各方参考 评估值协商确定，标的资产上海富驰34.75%股权的整体交易价格为73,462.54万元，对应100%股权作价 为211,397.95万元。 | 交易标的名称 | 基准日 | 評估 | 评估 ...