The Second A Shareholder's and H Shareholder's Class Meeting in 2025 会 议 材 料 紫金矿业集团股份有限公司 紫金矿业集团股份有限公司 ? 会议时间：2025 年 6 月 26 日（星期四）上午 9 点。 ? 网络投票时间：2025 年 6 月 26 日，通过交易系统投票平台：9:15－9:25，9:30 －11:30，13:00－15:00；通过互联网投票平台：9:15－15:00。 ? 会议地点：福建省厦门市思明区环岛东路 1811 号中航紫金广场 B 塔 41 层。 ? 会议主持：陈景河。 ? 参会人员：股东及股东代表、董事、监事、高管、中介机构等。 议 程 主持人宣布大会开幕； 董事会秘书宣布参加本次股东会现场会议的股东人数、代表股份总额； 主持人根据公司章程提议表决票清点人； 本次会议逐项审议下列议案： 定的议案 联交所上市的预案》的议案 人合法权益的议案 股东提供保证配额的议案 （议案1-11为特别决议案，其他为普通决议案。） 现场会议议案表决； 统计并宣布现场投票表决结果； 与会代表休息（等待网络投票结果）； 统计并宣布最终表 ...

2025年6月12日，苏州汇川联合动力系统股份有限公司的创业板过会，以2025年首单"A拆 A"的身份，成为新"国九条"政策框架下监管智慧与市场活力共振的典型样本。 这场过会之所以具有标志性意义，在于其完整呈现了 2024年以来监管政策从"准入管 控"到"生态培育"的进化逻辑。当分拆上市规则体系不再局限于"是否允许分拆"的底线思维， 而是转向"如何让优质企业分拆后更具竞争力"的系统设计，联合动力的闯关路径便成为解读监 管政策红利的最佳注脚。 制度赋能与企业实力共振 联合动力"A拆A"意义 2024年新"国九条"的颁布，标志着我国资本市场分拆上市规则体系迈向"全周期赋能"新阶 段。监管政策从单纯的"准入管控"向"生态培育"转型，既通过量化、细化的审核标准筑牢"严 进"防线，同时以"优中选优、精准筛选"的思路配置资源、提升市场效率。联合动力的过会之 路，便是这一政策变革的最佳注脚。 在 "严进"层面，监管层对分拆上市设置了严苛的量化指标。联合动力需证明其独立性、成长 性、可持续性。这些标准的设定，并非为企业发展设限，而是引导市场资源向真正具备核心竞 争力的企业集聚，避免分拆上市沦为资本游戏。 汇川技术作为母公司， ...

Core Viewpoint - The successful listing of Suzhou Huichuan United Power System Co., Ltd. (referred to as "United Power") marks a significant event in the capital market, reflecting the innovative practices of the system and its alignment with national strategies [1] Group 1: Significance of Spin-off Listing - The spin-off listing represents a selection of high-quality companies, emphasizing the need for business independence, technological advancement, necessity of spin-off, and reasonable valuation clarity [2] - United Power has shown remarkable financial independence, with revenue growth from 5.027 billion to 16.178 billion from 2022 to 2024, achieving a compound growth rate of 79.39% [2] - The spin-off is justified by the parent company Huichuan Technology's compliance with profit thresholds and the high growth potential of United Power in the new energy sector [3] Group 2: Modern Enterprise System Practices - United Power's success is attributed to its solid modern enterprise system and governance, which are crucial for attracting capital market interest under the new regulatory environment [4] - Huichuan Technology has demonstrated significant growth since its listing, with revenue increasing from 600 million to 37 billion and net profit from 200 million to 4.3 billion, showcasing the capital market's role in optimizing resource allocation [5] Group 3: Strategic Alignment and Institutional Synergy - The capital market serves not only as a financing tool but also as a mechanism for strategic implementation through resource integration and governance constraints [9] - United Power's spin-off exemplifies a dual empowerment mechanism, acquiring resources while maintaining governance transparency to meet regulatory requirements [9] - The case of United Power illustrates how the new regulatory framework and modern enterprise governance can effectively support national strategic goals [9] Group 4: Implications for Mergers and Acquisitions Market - The spin-off operation of United Power is crucial for enhancing the M&A market ecosystem, potentially leading to improved performance and valuation for the company [10] - The successful case of United Power serves as a benchmark for the M&A market, boosting market confidence and demonstrating the capital market's ability to select technology-intensive enterprises [10] - The spin-off creates a synergistic structure where the parent company focuses on industrial control while the subsidiary specializes in new energy, validating the capital market's role in supporting the real economy [10]

Core Viewpoint - Suzhou Huichuan United Power System Co., Ltd. (referred to as "United Power") has gained significant market attention following its successful IPO approval on the ChiNext board, marking a benchmark for spin-off listings in the A-share market due to its clear independent main business and leading market position [1] Group 1: Company Overview - United Power is the only entity within the Huichuan Technology system that operates electric drive and power systems for new energy vehicles, showcasing a complete and independent product development, production, and sales system [3][4] - The company has achieved rapid revenue growth, with revenues of 29.03 billion, 50.27 billion, 93.65 billion, and 161.78 billion from 2021 to 2024, reflecting a compound annual growth rate of approximately 79.39% [4][8] - As of May 2025, United Power has an order backlog of 78.59 billion, indicating strong short-term performance support [4] Group 2: Market Position - United Power holds a leading position in the new energy vehicle core component market, with a market share of approximately 10.7% for electric control products, 10.5% for motors, 6.3% for drive assemblies, and 4.5% for on-board chargers [5] - The company is recognized as the largest independent third-party power system supplier in China, which is a core support for its successful IPO [4][5] Group 3: Technological Leadership - United Power has invested heavily in R&D, with expenditures of 57.18 million, 62.56 million, and 90.84 million over the past three years, totaling 210.58 million [8] - The company has established a robust R&D team of over 1,800 personnel, with more than half holding master's or doctoral degrees, focusing on high-power density, high efficiency, and low noise technologies [8] - United Power has developed 26 core product technologies and 6 platform technologies, holding 98 invention patents and 407 utility model patents, achieving breakthroughs in key technologies such as IGBT/SiC power modules [8][9] Group 4: Industry Impact - The successful listing of United Power is expected to significantly influence the development of China's new energy vehicle industry chain, enhancing the domestic supply chain and promoting technological upgrades [9] - The company’s expansion and technological advancements are anticipated to stimulate regional economic growth and support the transformation of traditional industries [9]

Core Viewpoint - Suzhou United Power System Co., Ltd. (referred to as "United Power") has met the conditions for listing and is positioned as a leading enterprise in the new energy vehicle power system sector, having been spun off from Huichuan Technology [2][3] Group 1: Company Overview - United Power is the only entity within the Huichuan Technology system that operates the electric drive and power systems for new energy vehicles, showcasing a complete and independent R&D, production, and sales system [2][3] - Huichuan Technology, the parent company, has a market capitalization of 170 billion yuan and reported a revenue of 37.04 billion yuan in 2024, with a year-on-year growth of 21.77% [3] Group 2: Business Performance - United Power's revenue has shown significant growth from 2.90 billion yuan in 2021 to 16.18 billion yuan in 2024, with a compound annual growth rate of approximately 79.39% over the past three years [4] - In 2024, United Power held a market share of approximately 10.7% in the electric control products segment, ranking first among third-party suppliers [4] Group 3: Industry Position and Innovation - United Power is positioned at the core of the new energy vehicle industry chain, focusing on technological innovation in core components, and has developed 26 core product technologies and 98 invention patents [6] - The company has actively participated in national key research projects, enhancing its technological barriers and industry recognition [6] Group 4: Spin-off Benefits - The spin-off of United Power aims to enhance its transparency and showcase its value, which is expected to positively impact its valuation and stock price [7] - This separation allows Huichuan Technology to focus on its core business, improving operational efficiency and reducing risks associated with diversification [7][8]

Core Viewpoint - United Power has successfully passed the listing review by the Shenzhen Stock Exchange for its initial public offering (IPO), aiming to raise approximately 4.857 billion yuan for key projects in the production of core components for new energy vehicles [1] Group 1: Company Overview - United Power was established in 2016 and focuses on the research, production, sales, and technical services of electric drive and power products for new energy vehicles [2] - The company is a wholly-owned subsidiary of Huichuan Technology, which holds 94.51% of its shares, making it the controlling shareholder [3] Group 2: Market Position - According to NE Times statistics, United Power holds approximately 10.7% of the electric control product market share in China's new energy passenger vehicle sector, ranking first among third-party suppliers [3] - The company also ranks first among third-party suppliers in the electric motor product market with a share of about 10.5% [3] Group 3: Financial Performance - United Power is experiencing rapid growth, with total assets projected to reach 9.087 billion yuan, 12.297 billion yuan, and 18.072 billion yuan from 2022 to 2024 [3] - The company's revenue is expected to grow from 5.027 billion yuan in 2022 to 16.178 billion yuan in 2024, with net profit turning from a loss of 179 million yuan in 2022 to a profit of 936 million yuan in 2024 [3] Group 4: Parent Company Performance - Huichuan Technology's revenue from the new energy vehicle and rail transit segment reached 9.920 billion yuan in 2023, accounting for 32.61% of total revenue, and is projected to grow to 16.642 billion yuan in 2024, representing a year-on-year increase of 67.76% [4] - This segment has become the largest revenue contributor for Huichuan Technology, surpassing general automation [4]

Core Viewpoint - The company is evaluating the potential for a separate IPO of its TOP TOY brand, aiming to optimize shareholder value, although the plan is still in the preliminary stages and dependent on market conditions [1][2]. Group 1: Company Strategy - The company has engaged JPMorgan and UBS to assist with a potential IPO in Hong Kong, although this has not been officially confirmed in their announcements [1][3]. - The founder expressed a desire to achieve a separate listing for TOP TOY within three years, indicating confidence in the brand's future and ongoing planning for independent development and capital operations [3][4]. Group 2: Market Performance - TOP TOY's revenue for 2024 increased by 44.71% to 984 million yuan, with GMV rising by 41.04% to 1.148 billion yuan [3]. - In Q1 2025, TOP TOY's revenue grew by 58.9%, and the number of new stores increased by 120 compared to the same period last year, highlighting the brand's rapid growth [3]. Group 3: Investment and Valuation - The company is looking to attract strategic investors, such as sovereign wealth funds, before selling shares of TOP TOY, which would create favorable conditions for the IPO [4]. - Comparisons with other brands in the industry suggest that TOP TOY's valuation could significantly increase with the progress of its IPO, as seen with competitors like Pop Mart and Blokus [3].

Core Viewpoint - Gree Electric Appliances is focusing on diversifying its business and expanding its global presence, with plans for product development and market expansion in both domestic and international markets [1][4]. Group 1: Business Development - Gree Electric Appliances is structured into two main business areas: consumer electronics and industrial equipment, with air conditioning as the core of the consumer electronics segment [1]. - The company is facing growth challenges in its air conditioning business and is looking to ice washing and home appliances as new growth points, with plans to accelerate product development in these areas by 2025 [1][3]. - The company reported a revenue decline of 10.3 billion yuan year-on-year, primarily due to underperformance in its diversified business [3]. Group 2: Product and Market Strategy - Gree Electric Appliances is actively promoting its "Dong Mingzhu Healthy Home" initiative, with over 600 stores upgraded and plans to complete 3,000 store renovations by 2025 [2]. - The company is expanding its product offerings in the smart equipment sector, targeting the new energy vehicle market with three new components and launching various robotic products for different industrial applications [3]. - Gree's overseas sales revenue reached 28.202 billion yuan in 2024, a year-on-year increase of 13.25%, with a gross margin of 24.01% [4]. Group 3: Brand Strategy - The company has introduced a new air conditioning sub-brand "Jinghong," which aims to capture the market with high cost-performance advantages and complement the main Gree brand [5]. - The Jinghong brand will adopt a differentiated pricing strategy to meet the needs of price-sensitive consumers, thereby enhancing the overall product matrix of Gree Electric Appliances [5].

Core Viewpoint - Gree Electric Appliances is exploring the potential for spin-off listings of various business segments, including industrial products, high-end equipment, precision molds, electronic components, and renewable resources, based on market conditions and strategic needs [3] Group 1: Management and Strategy - The recent online performance briefing was the first led by Zhang Wei after his appointment as president, showcasing a younger management team [3] - Gree's sub-brand, Jinghong, is targeting both the engineering and consumer markets with a focus on high cost-performance products [3][4] - The company aims to achieve complementary pricing strategies between the Gree and Jinghong brands to cater to price-sensitive consumers [4] Group 2: Product Development and Innovation - Gree Electric has no immediate plans to replace copper with aluminum in air conditioning units due to significant performance and reliability concerns, despite aluminum's lower cost [3] - The company has been involved in the chip business since 2015, with an initial planned capacity of 240,000 pieces per year, funded by its own resources [4] - Gree's self-developed chips are now widely used in home air conditioners, with approximately 30% of applications being self-researched, and are also utilized in commercial air conditioning, smart equipment, and industrial robots [4] Group 3: International Expansion - Gree is expanding its multi-brand strategy overseas, with plans to establish regional sales companies and smart manufacturing bases [4] - The company has achieved over 20% market share in the Middle East and several Eastern European countries, as well as in Brazil, Indonesia, and Canada [4] - Gree's international diversification has extended beyond air conditioning to include refrigerators, washing machines, and other home appliances [4]

Investment Rating - The report maintains a "Buy" rating for the company [1][5][8]. Core Views - The company is characterized as a growth-oriented and stable operator in the copper mining sector, with recent discussions on key events such as the spin-off listing in Hong Kong, acquisition of藏格矿业, and the temporary shutdown of卡莫阿铜矿 [1]. - The spin-off of the subsidiary, 紫金黄金国际, aims to create an independent financing platform and enhance the valuation of its gold assets, although the completion of this spin-off remains uncertain [2]. - The acquisition of control over藏格矿业 has been completed, increasing the company's stake to 26.18%, which is expected to facilitate better management and integration of operations [3]. - The卡莫阿-卡库拉铜矿 has experienced a temporary shutdown due to seismic activity, but the impact on production for 2025 is expected to be limited, with a projected copper output of 520,000 to 580,000 tons [4]. Financial Projections - The report forecasts net profits for the company to be RMB 44 billion, RMB 46.5 billion, and RMB 51.8 billion for the years 2025, 2026, and 2027 respectively [5][7]. - Revenue projections for the company are set at RMB 345.3 billion, RMB 368.3 billion, and RMB 390.6 billion for the years 2025, 2026, and 2027 respectively, indicating a growth rate of 13.73%, 6.67%, and 6.04% [7][18]. - The report provides a detailed breakdown of financial ratios, including an expected EPS of RMB 1.52 for 2025 and a projected ROE of 26.1% [7][18]. Valuation Metrics - The report maintains a target price of RMB 22.49 and HKD 21.73 for the company's A/H shares, based on a cautious valuation approach [5][8]. - The report notes that the average PE ratios for comparable companies in the copper, gold, and zinc sectors are 11, 20, and 14 respectively for 2025 [5][13].