股票代码：000761 200761 股票简称：本钢板材 本钢板 B 债券代码：127018 债券简称：本钢转债 本钢板材股份有限公司投资者关系活动记录表 编号：2026-02 | 关于本次活动是 | | | --- | --- | | 否涉及应披露重 | 无 | | 大信息的说明 | | | 活动过程中所使 | | | 用的演示文稿、 | | | 提供的文档等附 | 无 | | 件（如有，可作 | | | 为附件） | | | | 特定对象调研 分析师会议 | | --- | --- | | 投资者关系活动 | 媒体采访 业绩说明会 | | 类别 | 新闻发布会 路演活动 | | | 现场参观 其他 | | | 财通证券-郑惠文 | | 参与活动单位及 人员 | 工银瑞信-周桐 | | | 银华基金-江珊 | | 时间 | 2026 年 2 月 25 日 15:00-16:00 | | 地点 | 本溪市 | | 形式 | 线下调研 | | 上市公司接待人 员 | 陈立文、贾晶乔 | | | 1.重大资产置换目前是否还在推进，进展情况？ | | | 答：公司于 2023 年 6 | | | 月 ...

Core Viewpoint - Chongqing Zongshen Power Machinery Co., Ltd. is planning a significant asset swap with Longxin General Power Co., Ltd. to address competition issues and enhance business focus and specialization [2][4][12]. Group 1: Transaction Overview - The company intends to exchange its motorcycle engine-related assets and liabilities, primarily the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd., with Longxin General's general machinery-related assets and liabilities, primarily the equity of Chongqing Xinlongxin Electromechanical Co., Ltd. [2][4] - The transaction will involve cash compensation for the difference in asset values, and the specific asset scope will be determined after due diligence, auditing, and evaluation [2][4][5]. - This transaction is classified as a related party transaction and is expected to constitute a major asset restructuring as per regulations [2][5]. Group 2: Impact on the Company - The transaction aims to resolve the existing competition between Zongshen Power and Longxin General, promoting clearer and more specialized business development [12]. - Post-transaction, Zongshen Power will focus resources on developing core businesses in general machinery with technological advantages and market potential, optimizing asset and resource allocation [12]. - The transaction will not involve issuing shares and will not change the company's controlling shareholder or actual controller, thus maintaining the current equity structure [13].

Core Viewpoint - The company plans to conduct an asset swap with its controlling shareholder, Jiushi Group, and its affiliates, which constitutes a related party transaction and a significant asset restructuring, without changing the controlling shareholder and actual controller [1] Group 1: Asset Swap Details - The company intends to acquire cultural, entertainment, and tourism assets, such as equity in event operation companies [1] - The company plans to divest passenger vehicle sales assets, including equity in automobile repair companies, with cash adjustments for the difference [1] - A framework agreement for the asset swap has been signed, but the transaction price has not yet been determined, and due diligence by intermediary organizations is currently underway [1] Group 2: Transaction Status - As of the announcement date, the transaction process is ongoing, but the final implementation remains uncertain [1]

Group 1: Investor Relations Activities - The investor relations activity was a targeted research event held on January 21, 2026, from 10:00 to 11:00 in Benxi City [2][3] - Participants included representatives from various asset management firms and funds, such as Taibao Asset and Morgan Stanley Huaxin [3] Group 2: Major Asset Restructuring - The company disclosed a major asset restructuring plan in June 2023, which may significantly increase reliance on controlling shareholders and affect independent operations [4] - The feasibility and compliance of the restructuring plan are under further scrutiny, with ongoing evaluations and necessary disclosures to be made [4] Group 3: Convertible Bond Management - The company is preparing for the maturity of its convertible bonds by enhancing market value management and exploring financing channels [4] - Strategies include cost reduction, efficiency improvements, and professional integration to enhance profitability [4] Group 4: Industry Competition and Strategy - Following the restructuring of the controlling shareholder, there is a recognition of overlapping competition with Angang Group, which will be addressed through asset restructuring and business adjustments [4] - The company aims to respond to industry trends and optimize production while adhering to market demands [4] Group 5: Financial Performance and Future Goals - The company has faced three consecutive years of losses, with measures in place to comply with Shenzhen Stock Exchange regulations to avoid being classified as ST [4] - The target for automotive steel sales in 2026 is to focus on high-end products, aiming for significant growth and positioning as a core supplier to mid-to-high-end customers [4][5]

Group 1 - The company plans to conduct a major asset swap with Benxi Steel Group, involving the acquisition of 100% equity in Benxi Steel (Group) Mining Co., Ltd. and the divestment of all assets and liabilities except for retained assets and liabilities [3][5] - The transaction will require cash compensation to balance the difference between the assets being swapped [3] - The company has been disclosing progress on the asset swap since March 21, 2023, with multiple announcements detailing the ongoing developments [4][5][6][7][8][9][10][11][12][14] Group 2 - As of the latest announcement, the transaction plan requires further verification and negotiation, with the scope of the assets and transaction price yet to be finalized [12] - The company will convene its board again to review the transaction once the relevant matters are determined [12]

Core Viewpoint - The company *ST Baoshi is undergoing a significant transformation by divesting its traditional bearing business and acquiring state-owned new energy assets in an effort to survive after being warned of delisting risks due to continuous losses [2][3] Group 1: Asset Restructuring - On January 13, 2026, Baota Petrochemical Group, a major shareholder, reduced its stake in *ST Baoshi from 34.99% to 17.43% after transferring 200 million shares [2] - The major asset swap has been completed, changing the company's main business from traditional bearing manufacturing to new energy generation and storage [2] - The asset swap involves a total valuation of 8.09 billion yuan for the new energy assets and 4.68 billion yuan for the divested assets, with a cash payment of 3.41 billion yuan by the company [2] Group 2: Financial Performance - Since 2008, *ST Baoshi has reported negative net profits excluding non-recurring items, but post-restructuring, it achieved a revenue of 504 million yuan in the first three quarters of 2025, a year-on-year increase of 7.74%, and a net profit of 118 million yuan, marking a turnaround [3] - The dramatic financial improvement has led the market to interpret the restructuring as a "shell protection" action, crucial for maintaining its listing status [3] Group 3: Performance Commitments and Challenges - The transaction includes a three-year performance commitment, with net profit targets for the new energy assets set at no less than 75.86 million yuan, 78.79 million yuan, and 78.51 million yuan for the years 2025 to 2027 [3] - The new energy business faces challenges, including a decline in gross margin from 51.63% in 2023 to 39.03% in 2024, indicating increased competition in the new energy generation sector [3] - The asset-liability ratio is high, reaching 83.07% by the end of March 2025 [3]

Core Viewpoint - The company has experienced significant stock price fluctuations, with a cumulative increase of 20% over two consecutive trading days, triggering an abnormal trading situation as per Shanghai Stock Exchange regulations [1] Group 1: Stock Trading Activity - The company's stock trading on January 15 and 16, 2026, showed a cumulative price increase of 20%, indicating abnormal trading activity [1] - The abnormal trading situation is in accordance with the relevant rules of the Shanghai Stock Exchange [1] Group 2: Corporate Actions - On January 14, 2026, the company held its 12th meeting of the 10th Board of Directors, where it approved a proposal related to significant asset swaps, issuance of shares, cash purchases of assets, and fundraising for related transactions [1] - The audit and evaluation work related to this transaction is still incomplete, and it requires further approval from the Board of Directors and the shareholders' meeting [1] - The implementation of the transaction is subject to approval from regulatory authorities, indicating uncertainty regarding its execution [1]

Group 1 - The company Wenkang Development held its 12th meeting of the 10th board of directors on January 14, 2026, to discuss significant asset swaps and related transactions [1] - The meeting reviewed proposals regarding the legality of major asset exchanges, issuance of shares, cash payments for asset purchases, and fundraising [1] Group 2 - Haili Biological's valuation has decreased by 50% over eight months despite a ninefold increase in the value of its acquisition target [1] - The company's largest client is a company that has not yet been established, raising questions about its business model and future prospects [1]

Key Points Summary Core Viewpoint - Shanghai Jiaoyun Group Co., Ltd. is facing significant risks related to major asset restructuring and anticipated losses in 2025 due to market competition and declining profit margins in its business segments [2][10]. Group 1: Major Asset Restructuring Risks - The company is planning a major asset swap and related transactions, which require approval from the board, shareholders, and relevant state-owned asset supervision authorities, introducing uncertainty regarding the approval timeline [2][5]. - The specific details of the asset swap, including the asset range and transaction price, are not yet finalized, and the transaction is still in the planning stage [5]. Group 2: Stock Price Volatility Risks - The company's stock price has experienced significant fluctuations, with a cumulative increase of 20% over three consecutive trading days, leading to a trading halt on January 13, 2026, with a closing price increase of 10.04% [2][7]. - Due to the recent sharp increase in stock price, there is a potential risk of a subsequent decline in the short term [2][7]. Group 3: Operating Performance Risks - The company has recognized an asset impairment provision of 161.55 million yuan, reflecting a cautious approach to accurately represent its financial status and asset values for the fiscal year 2025 [3][10]. - Preliminary estimates indicate that the company will report a net loss for 2025, primarily due to competitive pressures in the road freight and logistics sector, as well as declining margins in the automotive sales segment [10][11].

Group 1 - The company is planning a significant asset swap to transition from its current automotive-related business to the cultural and sports industry, which is expected to constitute a major asset restructuring [1] - The asset swap involves exchanging automotive sales and services, as well as parts manufacturing, for assets related to the cultural and sports sectors held by the controlling shareholder, Shanghai Jiushi (Group) Co., Ltd. [1] - The company aims to improve asset quality, enhance risk resistance, and boost operational sustainability and competitive advantage through this strategic transformation [1] Group 2 - The company has reported continuous losses in its net profit attributable to shareholders, with figures of -1.74 billion yuan, -4.29 billion yuan, and -2.16 billion yuan for the first three quarters of 2023, 2024, and 2025 respectively [1] - The main business segments, including road freight and logistics, passenger vehicle sales, and automotive parts manufacturing, are under pressure due to intense competition and declining consumer demand [2] - The proposed assets to be acquired include 100% equity of Shanghai Jiushi Sports Event Management Co., Ltd., a newly established sports venue operation company, and significant stakes in various sports and tourism-related entities [2][3] Group 3 - Shanghai Jiushi Sports Event Management Co., Ltd. holds numerous high-profile sports assets, including major events like the F1 Chinese Grand Prix and various sports venues in Shanghai [3] - The company also manages landmark sports facilities and has a basketball club that is the only entity in Shanghai qualified to participate in the Chinese Men's Basketball Professional League (CBA) [3]