证券代码：002743 证券简称：富煌钢构 公告编号：2025-043 安徽富煌钢构股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 一、会议召开情况 （1）现场会议召开时间为：2025年6月12日（星期四）下午15:00。 （2）网络投票时间为：2025年6月12日； 其中通过深圳证券交易所交易系统进行网络投票的具体时间为2025年6月12 日上午9:15-9:25、9:30-11:30和下午13:00-15:00。通过深圳证券交易所互联网投票 系统投票的具体时间为2025年6月12日上午9:15-15:00期间的任意时间。 规范性文件和《公司章程》的规定，会议的表决程序和表决结果合法有效。 二、会议出席情况 占公司总股份的35.0870％。 其中：出席现场会议的股东及股东代表4人，代表股份145,556,314股，占上 市公司总股份的33.4406％； 通过网络投票的股东275人，代表股份7,166,302股，占上市公司总股份的 参加现场会议投票的中小投资者1人，代表股份10,000股，占上市公司总股份 的0.0023％； 参加网络 ...

Group 1: Company Growth Potential - The company is exploring new growth highlights and potential despite being in a traditional bridge steel structure industry, focusing on technology innovation to drive product upgrades [3] - The company is expanding its market presence by responding to the "Belt and Road" initiative and actively exploring overseas markets while diversifying its business beyond traditional bridge steel structures [3][4] - Digital transformation is being prioritized to enhance management efficiency and reduce costs through the optimization of ERP systems [4] Group 2: Management and Strategic Decisions - The company adheres to a modern corporate management system, ensuring that personnel selection is based on merit and experience to maintain operational professionalism and efficiency [4] - The controlling shareholder's children are not guaranteed positions within the company, as their career choices are respected and not influenced by family ties [4] - Currently, there are no plans to introduce external strategic investors, although the company remains open to such considerations if it aligns with strategic development goals [4]

Group 1 - The company issued convertible bonds totaling RMB 2 billion, approved by the board and shareholders in 2021, with a maturity of 6 years [1][2][3] - The bonds were issued at a face value of RMB 100 each, with a total of 20 million bonds sold, raising RMB 200 million after expenses [1][2] - The interest rates for the bonds are structured to increase over the years, starting at 0.3% in the first year and reaching 2.0% in the sixth year [1][2] Group 2 - The initial conversion price for the bonds was set at RMB 5.00 per share, with adjustments made due to dividend distributions, currently at RMB 4.86 per share [2][10][11] - The company has provisions for redeeming the bonds at 112% of the face value plus interest if certain conditions are met, such as stock prices exceeding 130% of the conversion price [4][5] - Holders of the convertible bonds have the right to sell them back to the company if the stock price falls below 70% of the conversion price during the last two years of the bond's term [5][6] Group 3 - The company reported a revenue of RMB 18.49 billion in 2024, a 12.03% increase from the previous year, while net profit decreased by 6.69% to RMB 512 million [7][8] - Total assets increased by 9.80% to RMB 25.61 billion, with equity attributable to shareholders rising by 5.05% to RMB 8.94 billion [7][8] - The company has utilized RMB 187.62 million of the raised funds, with a remaining balance of RMB 11.31 million, primarily for operational liquidity [8]

Fund Market - In June, the public fund issuance market experienced a "small peak" with 89 new funds launched, 70% of which were equity products [1] - Major fund companies like E Fund, Bosera, and Huatai-PineBridge actively participated in the issuance, with 41 funds starting on the first day after the Dragon Boat Festival [1] Banking Sector - In the first five months of this year, 184 small and medium-sized banks were approved for mergers or dissolutions, indicating a rising trend in bank consolidations [1] - The number of banks is expected to decrease from a peak of 4,600 to around 3,000 by 2025, shifting the focus from quantity to quality in banking development [1] Semiconductor Industry - The global semiconductor market is projected to reach $700.9 billion in 2025, with a year-on-year growth of 11.2%, driven by demand in AI, cloud infrastructure, and advanced consumer electronics [2] - The DRAM industry revenue for Q1 2025 is estimated at $27.01 billion, a 5.5% decrease from the previous quarter, but prices are expected to stabilize and rise in Q2 2025 [1][2] Lithium Carbonate Market - The battery-grade lithium carbonate index price is currently at 60,456 yuan per ton, with a recent decline, and the market is expected to remain weak in the short term due to oversupply [2] Electronic Information Manufacturing - From January to April, the added value of China's electronic information manufacturing industry grew by 11.3% year-on-year, outperforming the overall industrial and high-tech manufacturing sectors [2] Travel and Tourism - During the Dragon Boat Festival in 2025, domestic travel reached 119 million person-times, a 5.7% increase year-on-year, with total spending of 42.73 billion yuan, up 5.9% [3] Microsoft Investment - Microsoft announced a $400 million investment in Switzerland to expand AI infrastructure and cloud computing services, enhancing its data centers in the region [4] Corporate Developments - Wanrun Co., Ltd. announced the resignation of its chairman, Huang Yiwu, due to work adjustments [5] - Honglu Steel Structure signed a procurement contract worth 458 million yuan for a steel structure project [6] - Fengfan Co., Ltd. won a bid for a 228 million yuan project with the State Grid [7] - Yatai Co., Ltd. received a notification for a new energy vehicle project with a total sales amount of approximately 200 million yuan over its lifecycle [8] Market Performance - The market saw a slight rebound with major indices rising, driven by strong performance in innovative drug and consumer sectors, while automotive stocks faced adjustments [9][10]

Group 1 - The company announced that its wholly-owned subsidiary, Anhui Hongxiang Building Materials Co., Ltd., has signed a steel structure procurement contract with China Seventeen Metallurgical Group Co., Ltd. for the Zhenstone Green High-end Nickel-Chromium New Material Intelligent Manufacturing Project [1] - The estimated quantity of steel structure production is 91,425 tons, with an estimated value of 458 million yuan [1] - This contract accounts for approximately 2.13% of the company's audited main business revenue for the year 2024 [1]

Core Viewpoint - Fuhuang Steel Structure is actively seeking industrial upgrades amid pressure on its traditional business by acquiring 100% of Zhongke Vision for 1.14 billion yuan and raising up to 400 million yuan from specific investors [1][2] Company Overview - Fuhuang Steel Structure's main business includes steel structure processing and manufacturing, focusing on heavy and light steel structures, solid wood composite doors, and high-end windows and doors, primarily used in large industrial plants, high-rise buildings, exhibition centers, municipal bridges, and residential buildings [1] - Zhongke Vision specializes in high-speed visual perception and measurement technology, with its main products including high-speed cameras and various visual measurement and analysis systems [1] Strategic Shift - The acquisition marks a significant strategic shift for Fuhuang Steel Structure, transitioning its focus from steel structure business to the technology sector, aiming to optimize resource allocation and develop a high-tech company centered on high-speed vision [2] Financial Performance - Zhongke Vision's financial performance is underwhelming, with projected revenues of 191 million yuan and 222 million yuan for 2023 and 2024, respectively, and net profits of 15.54 million yuan and 15.45 million yuan, indicating a decline in net profit despite revenue growth in 2024 [2] - As of December 31, 2024, Zhongke Vision's net asset value is 391 million yuan, with a valuation of 1.14 billion yuan, reflecting a significant increase of 748 million yuan and a valuation increase rate of 191.22% [2] Recent Performance - Fuhuang Steel Structure has faced declining operating revenue and net profit from 2022 to 2024, but showed signs of recovery in Q1 2025 with revenues of 933 million yuan and net profits of 17.42 million yuan, representing year-on-year growth of 1.65% and 4.04%, respectively [2] Profit Commitment - Zhongke Vision has committed to achieving net profits of no less than 33.33 million yuan, 50.72 million yuan, and 73.11 million yuan for the years 2025, 2026, and 2027, respectively, with a cumulative target of at least 157 million yuan over three years [3]

Core Viewpoint - The company plans to temporarily use part of its idle raised funds to supplement working capital, ensuring that this does not affect the normal operation of its fundraising investment projects [1][6][7]. Fundraising Basic Situation - The company has received approval from the China Securities Regulatory Commission to issue 20 million convertible bonds at a face value of RMB 100 each, raising a total of RMB 200,000 million, with a net amount of RMB 1,986,231,480.13 after deducting issuance costs [1][2]. Fundraising Usage Situation - As of April 30, 2025, the company has used RMB 149,377.31 million of the raised funds, with a remaining balance of RMB 4,777.25 million [2][3]. Previous Use of Idle Funds - The company previously approved the use of up to RMB 45,000 million of idle funds to supplement working capital, with a usage period not exceeding 12 months [3][4]. Current Plan for Using Idle Funds - The company plans to use up to RMB 40,000 million of idle funds to supplement working capital, with a similar 12-month usage period, aiming to improve fund efficiency and reduce financial costs [5][6]. Reasonableness and Necessity of Current Plan - The company justifies the use of idle funds by the increasing demand for working capital due to its expanding operations, estimating a potential savings of approximately RMB 12.4 million in financial costs [6][7]. Review Procedures and Opinions - The board and supervisory committee have approved the plan, confirming that it meets legal requirements and does not affect the normal operation of fundraising investment projects [7][8].

Core Viewpoint - The company has completed the business registration change and received a new business license from the market supervision administration of Liu'an City, indicating a formal update in its corporate structure and registration details [2]. Group 1: Company Information - The company is named Changjiang Jinggong Steel Structure (Group) Co., Ltd. with a unified social credit code of 91340000711774045Q [2]. - The company is classified as a public limited company and has a registered capital of 1.999124136 billion yuan [2]. - The company was established on June 28, 1999, and is located in the Changjiang Jinggong Industrial Park, Liu'an Economic and Technological Development Zone, Anhui Province [2]. Group 2: Business Scope - The company is authorized to undertake overseas steel structure projects and domestic international bidding projects, including surveying, consulting, design, and supervision related to these projects [2]. - The company also engages in the production and sale of lightweight and high-rise steel structure products, as well as new wall materials, along with the design, construction, and installation of steel structures [2].

Group 1 - The core point of the article is that Fuhuang Steel Structure plans to acquire 100% of Zhongke Shijie for 1.14 billion yuan, marking a significant strategic shift towards high-speed visual technology [2][3][4] - The acquisition involves issuing shares and cash payments to 17 parties, with a premium rate of approximately 191% compared to the previous valuation of 130 million yuan in 2019 [3][6] - Zhongke Shijie specializes in high-speed image acquisition and processing systems, which aligns with Fuhuang Steel's goal to diversify its business and tap into the growing market driven by advancements in artificial intelligence [4][5] Group 2 - Financial data for Zhongke Shijie shows total assets of 354 million yuan and net assets of 228 million yuan as of the end of 2023, with projected revenues of 222 million yuan and net profits of 15.45 million yuan for 2024 [4][5] - The acquisition price of 1.14 billion yuan is considered high given Zhongke Shijie's relatively weak profitability, with performance commitments set for the next three years [5][10] - The stock market reacted negatively to the announcement, with Fuhuang Steel's share price dropping by 5.14% following the news, indicating investor skepticism about the acquisition's value [10][11]

Core Viewpoint - The company has decided not to lower the conversion price of its convertible bonds despite triggering conditions for a downward adjustment due to stock price performance [4][10]. Group 1: Meeting and Resolutions - The company's board of directors held a temporary meeting on May 26, 2025, with all nine directors present, and the meeting was deemed valid [1]. - The board unanimously approved the resolution not to adjust the conversion price of the "精工转债" convertible bonds [1][4]. Group 2: Convertible Bond Details - The company issued 20 million convertible bonds with a total value of 2 billion RMB, with a maturity of six years and a tiered interest rate starting from 0.3% in the first year [5]. - The initial conversion price was set at 5.00 RMB per share, which has been adjusted multiple times due to equity distributions, with the latest adjustment bringing it to 4.87 RMB per share [6]. Group 3: Price Adjustment Trigger - From May 6 to May 7, 2025, the company's stock price closed below 80% of the previous conversion price (4.86 RMB), and from May 8 to May 26, it closed below 80% of the adjusted conversion price (4.87 RMB), triggering the adjustment clause [4][9]. Group 4: Decision Against Price Adjustment - The board considered various factors, including the company's fundamentals and market conditions, and decided against lowering the conversion price at this time [10]. - The board indicated that if the conditions for adjustment are triggered again, they will reconvene to decide on the matter [10].