过了本次交易的相关议案，公司独立董事在董事会前认真审核了本次交易的相 关议案及文件，召开独立董事专门会议审议通过并同意提交公司董事会审议。 金浦钛业股份有限公司董事会 关于本次交易履行法定程序的完备性、 合规性及提交法律文件的有效性的说明 金浦钛业股份有限公司（以下简称"上市公司"或"公司"）拟通过重大 资产置换、发行股份及支付现金的方式购买南京金浦东裕投资有限公司、南京 恒誉泰和投资合伙企业（有限合伙）持有的南京利德东方橡塑科技有限公司 （以下简称"利德东方"）100%股权并同时募集配套资金（以下简称"本次交 易"）。 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重 大资产重组管理办法》《上市公司信息披露管理办法》《公开发行证券的公司 信息披露内容与格式准则第 26 号——上市公司重大资产重组》《上市公司监管 指引第 9 号——上市公司筹划和实施重大资产重组的监管要求》《深圳证券交 易所股票上市规则》等相关法律法规、规范性文件的规定，上市公司董事会就 本次交易履行法定程序的完备性、合规性及提交法律文件的有效性说明如下： 一、关于本次交易履行法定程序的完备性、合规性的说明 且充分的保密措施， ...

金浦钛业（000545）公告，预计2025年上半年净利润亏损1.6亿元-1.86亿元，上年同期为亏损2000.07万 元，同比下降700%-830%。 ...

Core Viewpoint - Jinpu Titanium Industry Co., Ltd. is planning a significant asset swap, issuance of shares, and cash payment for asset acquisition, along with fundraising for related transactions, which is currently in the planning stage and subject to uncertainties [1][2]. Group 1 - The company has applied for a trading suspension to ensure fair information disclosure and protect investor interests due to the uncertainties surrounding the transaction [1][2]. - The company is actively advancing the transaction and engaging in discussions and evaluations regarding the transaction plan [2]. - The stock will remain suspended until the company discloses relevant information by July 15, 2025, in accordance with the Shenzhen Stock Exchange regulations [1][2]. Group 2 - The company will strictly adhere to legal regulations and necessary internal decision-making processes while expediting the transaction [2]. - The company commits to timely information disclosure based on the progress of the transaction during the suspension period [2]. - Investors are encouraged to pay attention to subsequent announcements and remain aware of investment risks [2].

Core Viewpoint - Jinpu Titanium Industry (000545.SZ) announced a significant asset restructuring plan to acquire controlling stakes in Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd. (Lide Oriental) through asset swaps, share issuance, and cash payments, amid ongoing losses and debt issues faced by the company [2][5]. Group 1: Asset Acquisition Details - The acquisition involves Lide Oriental, which was previously a subsidiary of Jinpu Titanium and is now controlled by the actual controller's daughter, Guo Yantong, through a series of share transfers [2][6]. - Lide Oriental, established in 1949, is the only domestic enterprise specializing in high-speed rail rubber hoses and has reported sales exceeding 1 billion yuan last year [5][6]. - The transaction is expected to be disclosed by July 15, with the company aiming to revitalize its operations by integrating a quality asset [5][7]. Group 2: Historical Context and Financial Performance - Jinpu Titanium sold its stake in Jinpu Dongyu Investment Co., which held shares in Lide Oriental, due to poor asset profitability affecting the listed company [3][6]. - The company has faced financial pressure, reporting losses for three consecutive years due to weak demand in the titanium dioxide market and rising costs [7][8]. - The previous asset swap involved receiving shares in Shanghai Dongyi Hotel Management Co., which incurred a loss of 77.27 million yuan in 2024 [3][7]. Group 3: Risks and Concerns - The acquisition raises concerns about the financial stability of the controlling shareholder, Guo Jindong, whose debts may impact the transaction [8][9]. - There are potential regulatory risks if the acquisition is perceived as a means to transfer debt liabilities, especially if the funding for the acquisition is linked to Guo Jindong's financial obligations [9].

Group 1 - Kanghong Pharmaceutical received a drug registration certificate for Lifisig Eye Drops, approved for treating dry eye symptoms [1] - Kanghong Biotech, a wholly-owned subsidiary, received clinical trial approval for KH813 injection for metastatic non-squamous non-small cell lung cancer [1] - Kanghong Pharmaceutical was established in October 1996, focusing on drug and medical device research, production, and sales [1] Group 2 - Guoyuyuan's subsidiary received a government subsidy of 7.5521 million yuan, accounting for 10.14% of the company's audited net profit for 2024 [2] - Guoyuyuan was founded in November 1996, specializing in drug research, production, and sales [3] Group 3 - Haicheng Bonda's subsidiary signed a lease termination agreement, incurring a termination fee of 3.35 million USD [4] - Haicheng Bonda was established in December 2009, providing comprehensive modern logistics services [4] Group 4 - Hongxin Electronics' subsidiary signed contracts totaling 373 million yuan for computing power business [5] - Hongxin Electronics was founded in September 2003, focusing on FPC research, design, manufacturing, and sales [6] Group 5 - Tianbang Food reached a settlement agreement regarding a 1.214 billion yuan lawsuit, agreeing to repay 410 million yuan over 36 months [8] - Tianbang Food was established in September 1996, specializing in pig farming and pork processing [9] Group 6 - Daoshi Technology's controlling shareholder plans to reduce holdings by up to 1.97% of the company's shares [10] - Daoshi Technology was founded in September 2007, focusing on ceramic color glazes and related products [10] Group 7 - Jinpu Titanium is planning a major asset restructuring, leading to a stock suspension [10] - Jinpu Titanium was established in November 1989, specializing in titanium dioxide production and sales [11] Group 8 - Shenzhen Energy plans to invest 6.332 billion yuan in upgrading the Mawan Power Plant [12] - Shenzhen Energy was founded in August 1993, focusing on conventional and renewable energy development [13] Group 9 - Lihua Co. plans to reduce holdings by up to 3% of the company's shares [14] - Lihua Co. was established in June 1997, specializing in the breeding and sales of poultry [15] Group 10 - China Communications Construction Company plans to repurchase shares worth 500 million to 1 billion yuan [16] - China Communications Construction Company was founded in October 2006, focusing on infrastructure design and construction [17] Group 11 - Huatiankeji's subsidiary received a government subsidy of 80.6569 million yuan, accounting for 13.09% of the company's latest audited net profit [20] - Huatiankeji was established in December 2003, specializing in integrated circuit packaging and testing [21] Group 12 - Luxin Chuangtou plans to acquire shares in Hongke Electronics for a total of 9 million yuan [23] - Luxin Chuangtou was founded in November 1993, focusing on venture capital and industrial development [24] Group 13 - Feilong Co.'s controlling shareholder plans to reduce holdings by up to 563,250 shares [25] - Feilong Co. was established in January 2001, specializing in thermal management components for automotive and civil applications [26] Group 14 - Linglong Tire submitted an application for H-share listing on the Hong Kong Stock Exchange [27] - Linglong Tire was founded in June 1994, focusing on tire design, development, manufacturing, and sales [27] Group 15 - Saiwei Electronics plans to acquire 9.5% of its subsidiary's shares for up to 324 million yuan [28] - Saiwei Electronics was established in May 2008, focusing on MEMS chip development and semiconductor equipment [28] Group 16 - Suzhou Bank's major shareholder plans to increase holdings by no less than 400 million yuan [29] - Suzhou Bank was founded in December 2004, focusing on various banking services [29]

Core Viewpoint - Jinpu Titanium Industry plans to acquire the equity of Lide Dongfang through significant asset replacement, issuing shares, and cash payment, while simultaneously raising matching funds [1][5]. Group 1: Transaction Details - After the transaction, Lide Dongfang will become a controlling subsidiary of Jinpu Titanium Industry [2]. - The stock of Jinpu Titanium will be suspended from trading starting July 1, with the transaction plan expected to be disclosed within 10 trading days [2]. - The assets to be replaced include certain assets and liabilities of the company, with the specific scope yet to be determined [5]. Group 2: Company Background - Lide Dongfang has a registered capital of 200 million yuan and was established in 2011, focusing on automotive parts, rail transit components, rubber and plastic products, and related manufacturing services [5]. - Jinpu Titanium Industry is one of the earliest producers of titanium dioxide in China, facing environmental pressures and overcapacity issues in the industry [5]. Group 3: Strategic Shift - The company has shifted its main business focus to a dual-drive model of "titanium dioxide + lithium battery materials" due to the byproduct of ferrous sulfate from titanium dioxide production being used in iron phosphate preparation [5]. - In April, the company announced the termination of its investment plan in a lithium battery new materials company, indicating a complete withdrawal from a 200,000 tons/year iron phosphate project [6]. Group 4: Financial Performance - For 2024, the company expects total revenue of 2.133 billion yuan, a year-on-year decrease of 5.86%, with a net loss of 244 million yuan compared to a loss of 175 million yuan in the previous year [7]. - In the first quarter of 2025, the company reported total revenue of 542 million yuan, a year-on-year decline of 3.62%, with a net loss of 15.38 million yuan compared to a loss of 13.57 million yuan in the same period last year [7]. - The proportion of shares held by Jinpu Group that are judicially frozen or marked has reached 100%, which may lead to changes in the controlling shareholder and actual controller [7].

Group 1: Company Announcements - Jingce Electronics' subsidiary signed sales contracts for semiconductor measurement equipment totaling 113 million yuan [1] - Zhifei Biological plans to issue company bonds not exceeding 6 billion yuan for technology innovation and working capital [1] - Rijiu Optoelectronics' subsidiary plans to invest 822 million yuan in a functional film project with an annual production capacity of 6 million square meters [1] - Huiyun Titanium Industry's subsidiary intends to acquire a 53.125% stake in Chenshang Mining for 30.6 million yuan and increase capital by 32.4 million yuan [2] - Hongte Technology plans to raise up to 650 million yuan through a rights issue for various projects and working capital [2] - Jincheng Pharmaceutical's subsidiary received FDA approval for the active pharmaceutical ingredient Posaconazole [4] - Kairun Co. plans to reduce its shareholding by up to 2% due to personal funding needs [5] - Rundou Co. passed an FDA inspection for nine active pharmaceutical ingredients [6] - Sanyou Lianzhong's shareholders plan to reduce their holdings by up to 3% due to funding needs [7] - *ST Yazhen's stock was suspended for trading due to a significant price increase of 29.43% [9] - Online and Offline plans to change control with a share transfer agreement, leading to a new controlling shareholder [10] - Dazhong Mining intends to purchase office space from an affiliate for 50.17 million yuan [11] - Suzhou Bank's major shareholder increased its stake by 856 million yuan [12] - *ST Fanli's subsidiary plans to acquire a 60% stake in Guangzhou Fengteng for up to 28.8 million yuan [14] - Hengmingda's major shareholders plan to reduce their holdings by up to 3.15% [16] - Guomai Technology's shareholder plans to reduce its stake by up to 1% due to funding needs [17] - ST Bailin's stock will change its name to Guizhou Bailin and remove risk warnings [17] - *ST Xianfeng's stock will change its name to Xianfeng Holdings and remove risk warnings [18] - Maiwei Bio signed an exclusive licensing agreement with CALICO for a monoclonal antibody, receiving an upfront payment of 25 million USD [19] - Maiwei Bio signed a technology licensing agreement with Qilu Pharmaceutical for a new drug project, with a total payment of up to 500 million yuan [21] - Maiwei Bio plans to repurchase shares worth between 25 million and 50 million yuan [22] - Mengwang Technology plans to acquire 100% of Bicheng Digital for 1.28 billion yuan to expand its e-commerce services [22] Group 2: Industry Overview - Jingce Electronics operates in the mechanical equipment sector, focusing on measurement systems for displays, semiconductors, and new energy [1] - Zhifei Biological is in the pharmaceutical sector, specializing in vaccine and biological product development [1] - Rijiu Optoelectronics is part of the electronics industry, focusing on touch display materials and functional films [1][2] - Huiyun Titanium Industry operates in the basic chemicals sector, focusing on titanium dioxide products [2] - Hongte Technology is in the automotive industry, specializing in aluminum alloy precision die-casting for automotive components [2][3] - Jincheng Pharmaceutical is in the pharmaceutical sector, focusing on chemical pharmaceuticals and active ingredients [4] - Rundou Co. operates in the pharmaceutical sector, focusing on chemical drug formulations and raw materials [6] - Sanyou Lianzhong is in the electrical equipment sector, specializing in relays and transformers [7] - *ST Yazhen operates in the light industry, focusing on high-end furniture products [9] - Online and Offline is in the communication sector, focusing on communication services and applications [10] - Dazhong Mining operates in the steel industry, focusing on iron ore mining and processing [11] - Suzhou Bank is a city commercial bank, providing various banking services [12] - *ST Fanli operates in the media sector, focusing on online advertising and marketing services [14] - Hengmingda is in the electronics sector, focusing on precision components for consumer electronics [16] - Guomai Technology operates in the education sector, focusing on IoT technology services [17] - ST Bailin is in the energy sector, providing engineering consulting and smart factory solutions [17] - *ST Xianfeng operates in the animal health sector, focusing on vaccines and animal nutrition [18] - Maiwei Bio is in the pharmaceutical sector, focusing on biopharmaceuticals [19][21][22] - Mengwang Technology operates in the communication sector, focusing on cloud platform services [22]

Group 1 - The company, Huayun Titanium Industry, announced the acquisition of a 28.125% stake from Zheng Dahua and a 25% stake from Chen Wenhua in Chenshang Mineral, totaling an investment of 3,060 million yuan, with 1,620 million yuan and 1,440 million yuan allocated for the respective stakes [1] - After the transaction, Huayun Mining Investment will hold a 70% stake in Chenshang Mineral, becoming its controlling shareholder and consolidating it into its financial statements [1][3] - Chenshang Mineral's main business involves titanium ore mining, processing, and sales, but as of February 28, 2025, it has not commenced operations [1][3] Group 2 - The mineral resources report indicates that as of April 30, 2015, the area holds a total of 28.1547 million tons of resources, with titanium iron ore mineral quantity at 2.1258 million tons and an average TiO2 grade of 6.77% [2] - The project is expected to have a processing capacity of 200,000 tons per year, with projected annual sales revenue of 219 million yuan and a net profit of 36.1287 million yuan after tax [3][4] - The company aims to reduce raw material procurement costs and ensure stable supply of upstream titanium ore resources, which is crucial for enhancing its competitive edge in the industry [4]

证券代码：000545 证券简称：金浦钛业 公告编号：2025－057 金浦钛业股份有限公司 关于取消2025年第三次临时股东会部分提案 暨股东会补充通知的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有 任何虚假记载、误导性陈述或者重大遗漏。 金浦钛业股份有限公司（以下简称"金浦钛业"或"公司"）于 于董事会换届选举非独立董事的议案》《关于董事会换届选举独立董 事的议案》。根据公司董事会换届工作安排，经第八届董事会第四十 一次会议审议，决定董事会换届延期，并取消 2025 年第三次临时股 东会提案中《关于董事会换届选举非独立董事的议案》《关于董事会 换届选举独立董事的议案》。除上述调整外，2025 年第三次临时股 东会其他事项不变。 现对2025年第三次临时股东会补充通知如下： 一、会议召开基本情况 经金浦钛业股份有限公司（以下简称"金浦钛业"或"公司"） 第八届董事会第四十次会议审议通过召开2025年第三次临时股东会。 本次股东会会议召开符合《中华人民共和国公司法》《中华人民 共和国证券法》《上市公司股东会规则》等法律、行政法规、部门规 章、规范性文件和《公司章程》的规定。 （1）现场会议召 ...

Core Viewpoint - The titanium dioxide market is experiencing price increases driven by cost pressures, but the downstream demand remains weak, leading to concerns about the overall market performance [4][10][13]. Price Increases and Market Dynamics - Since the beginning of the year, the titanium dioxide market has undergone three rounds of price increases, with the latest adjustment by leading company Longbai Group raising prices by 500 RMB/ton for domestic markets and 70 USD/ton for international clients starting March 21 [4][5]. - As of March 24, 18 domestic titanium dioxide companies have issued similar price increase notices [5]. Market Performance and Future Outlook - The titanium dioxide sector has shown strong performance in the secondary market since May, particularly after May 16, outperforming the broader market [7]. - Longbai Group anticipates continued pressure on the titanium dioxide market through 2025, with supply exceeding demand and ongoing capacity expansion [10]. Supply and Demand Analysis - The main downstream industries for titanium dioxide are coatings and plastics, with coatings accounting for 58% of demand, which is closely tied to the construction and infrastructure sectors [10]. - Over 10 domestic titanium dioxide producers plan to add 1.6 million tons of new capacity between 2025 and 2026, representing a 26% increase from 2024 levels [11]. International Market Challenges - While China's titanium dioxide production capacity is expanding, major international companies are closing plants, such as Tronox's closure of a 90,000-ton facility in the Netherlands due to supply chain issues [12]. - Since August 2023, several countries, including the EU and India, have initiated anti-dumping investigations against Chinese titanium dioxide exports, with some high tariffs exceeding market expectations [12][14]. Export Market Dynamics - In 2023, China's titanium dioxide exports accounted for nearly 40% of its production, with India being the largest export market [15]. - Despite increasing export challenges, there is optimism that global demand for titanium dioxide will grow at a stable rate of 2-3% annually, driven by GDP growth [17]. Company-Specific Developments - Longbai Group is shifting its export focus to emerging markets in the Middle East and Southeast Asia to maintain its competitive edge [17][18]. - Huayun Titanium Industry, a smaller player, has also begun expanding its international business by establishing a subsidiary in Singapore [20]. Financial Performance and Market Sentiment - Huayun Titanium Industry has seen a significant stock price increase, with a 13.3% rise from May 1 to May 29, while Longbai Group's stock has only increased by 1.3% during the same period [27][21]. - Despite Huayun's growth, it faces challenges such as a lack of chlorination technology and reliance on external titanium ore sources, which may impact its cost structure [31][34]. Inventory and Cash Flow Concerns - Huayun's inventory increased by 143% year-over-year, raising concerns about its ability to maintain stable profitability amid rising production costs [40]. - The company has struggled with cash flow since 2020, indicating potential difficulties in sustaining operations if new capacity cannot be absorbed [43].