安徽安纳达钛业股份有限公司 董事会议事规则 （2025 年 7 月） 第一章 总 则 第一条 为健全和规范安徽安纳达钛业股份有限公司(以下简称公司)董事会的议事方式和决 策程序，确保董事会高效运作和科学决策，根据《中华人民共和国公司法》 （以下简称《公司法》）、 《中华人民共和国证券法》（以下简称《证券法》）、《深圳证券交易所股票上市规则》等法律、 行政法规、规范性文件和《安徽安纳达钛业股份有限公司章程》（以下简称《公司章程》）的有 关规定，制定本议事规则。 第二条 公司依法设立董事会，董事会对股东会负责。董事会是公司经营管理的决策机构， 为维护公司和全体股东的利益，在《公司章程》和股东会的授权范围内，负责公司发展目标和重 大经营活动的决策。 （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案； （六）拟订公司重大收购、收购本公司股票或者合并、分立、解散及变更公司形式的方案 （七）在股东会授权范围内，决定公司对外投资、收购出售资产、资产抵押、对外担保事项、 委托理财、关联交易、对外捐赠等事项； 第三条 董事会应当在《公司法》和《公司章程》规定的范围内 ...

安徽安纳达钛业股份有限公司董事会薪酬与考核委员会工作细则 安徽安纳达钛业股份有限公司 （2025 年 7 月） 第一章 总 则 第一条 为进一步建立健全公司董事（非独立董事）及高级管理 人员的考核和薪酬管理制度，完善公司治理结构，根据《中华人民共 和国公司法》《上市公司治理准则》《上市公司独立董事管理办法》 （以下简称《独董办法》）、《深圳证券交易所股票上市规则》《深 圳证券交易所上市公司自律监管指引第 1 号——主板上市公司规范 运作》和《公司章程》的规定，公司设立董事会薪酬与考核委员会， 并制订本工作细则。 第二条 薪酬与考核委员会是董事会设立的专门工作机构，主要 负责制订公司董事及高级管理人员的考核标准并进行考核；负责制定、 审查公司董事、高级管理人员的薪酬政策与方案，对董事会负责。 第三条 本细则所称董事是指在公司任职的董事，高级管理人员 是指董事会聘任的总经理、董事会秘书、副总经理、总工程师和财 务负责人等其他高级管理人员。 第二章 人员组成 第四条 薪酬与考核委员会由三名董事组成，其中独立董事两 名。 安徽安纳达钛业股份有限公司董事会薪酬与考核委员会工作细则 第五条 薪酬与考核委员会由董事长、1/ ...

Group 1 - The titanium dioxide concept sector rose by 1.70%, ranking 10th among concept sectors, with 13 stocks increasing in value, including Daowen Co., Huayun Titanium, and Guocheng Mining, which rose by 5.06%, 4.25%, and 3.40% respectively [1] - The main capital flow in the titanium dioxide concept sector showed a net outflow of 0.29 billion yuan, with five stocks experiencing net inflows, led by Longbai Group with a net inflow of 22.26 million yuan [2][3] - The net inflow ratios for leading stocks in the titanium dioxide sector were 9.41% for Annada, 6.71% for Longbai Group, and 6.32% for Huayun Titanium [3] Group 2 - The top stocks in the titanium dioxide concept sector based on capital flow included Longbai Group, Huayun Titanium, and Vanadium Titanium Co., with respective net inflows of 22.26 million yuan, 20.56 million yuan, and 13.66 million yuan [3][4] - Stocks such as Donghua Technology and Jinpu Titanium experienced significant net outflows, with -3.41% and -14.09% in net inflow ratios respectively [4]

Core Viewpoint - The restructuring plan of Jinpu Titanium Industry, which involves a significant acquisition aimed at transforming the company from the chemical sector to the rubber and plastic technology field, has raised concerns regarding the motivations behind the asset transactions and the financial health of the controlling shareholder's family [1][2][3]. Group 1: Restructuring Details - Jinpu Titanium Industry's restructuring is characterized as a "reverse operation," where the company sold a 31.81% stake in Nanjing Jinpu Dongyu Investment Co., Ltd. to a company controlled by the actual controller, Guo Jindong, and received a 100% stake in Shanghai Dongyi Hotel Management Co., Ltd. as compensation [2]. - The company later announced plans to acquire 100% of Nanjing Lide Oriental Plastic Technology Co., Ltd. from Jinpu Dongyu, which is now controlled by Guo Jindong's daughter, effectively repurchasing assets that were sold a year prior [2][3]. Group 2: Financial Performance and Challenges - Jinpu Titanium Industry has faced continuous losses since 2019, with cumulative losses exceeding 900 million yuan over six and a half years, including projected losses of 160 to 186 million yuan for the first half of 2025 [3][4]. - The company's main business in titanium dioxide has been adversely affected by industry challenges such as overcapacity, high costs, weak demand, and intense low-price competition, leading to a significant decline in profitability [4]. Group 3: Strategic Shift and Future Prospects - The acquisition of Lide Oriental is seen as a last resort for Jinpu Titanium Industry to exit the titanium dioxide sector and pivot to producing rubber hoses and sealing products for the rail and automotive industries, with the expectation that Lide Oriental's profits could offset the company's annual losses [4]. - However, the transition poses risks due to the lack of synergy between the rubber and plastic products and the company's previous operations, raising questions about the effectiveness of asset integration and the sustainability of Lide Oriental's recent profit growth [5][6].

Core Viewpoint - Jinpu Titanium Industry is undergoing a significant asset restructuring by divesting its titanium dioxide assets and acquiring controlling stakes in Nanjing Lide Oriental Rubber and Plastic Technology Co., marking a strategic shift towards the high-growth automotive and rail transportation components sector [1] Group 1: Industry Context - The titanium dioxide market is facing challenges due to weak demand influenced by the real estate sector, leading to price declines and cost pressures [1] - The average market price for titanium dioxide in China is estimated at 14,425 yuan per ton, reflecting an 11% decrease compared to the same period last year [1] - China's reliance on titanium dioxide exports is significant, with nearly 40% of exports affected by anti-dumping measures from major trading partners [1] Group 2: Lide Oriental's Strengths - Lide Oriental is a leading application research and development platform in the rubber new materials sector, with a comprehensive product system covering various applications including automotive and rail transportation [2] - The company is recognized as a hidden champion in the automotive brake hose sector, with its products used in 50% of cars and 70% of high-speed trains [2] - Lide Oriental has received numerous accolades, including being a certified "specialized, refined, distinctive, and innovative" small giant by the Ministry of Industry and Information Technology [2] Group 3: Financial Performance and Growth - Lide Oriental's sales revenue is projected to exceed 1 billion yuan in 2024, with a strong growth trajectory expected to reach 1.5 billion yuan in 2025 [3] - The company achieved 400 million yuan in sales revenue in the first quarter of 2025, indicating robust demand, particularly from the new energy vehicle sector [3] Group 4: Technological Innovation - Lide Oriental emphasizes product research and innovation, with over 100 R&D personnel and multiple partnerships with prestigious research institutions [4] - The company holds 178 authorized patents, including 71 invention patents, and has played a significant role in formulating national and industry standards [4] Group 5: Strategic Implications for Jinpu Titanium Industry - The asset restructuring is expected to significantly improve Jinpu Titanium's financial performance, transitioning from a loss of 24.4 million yuan in 2024 to potentially benefiting from Lide Oriental's growth [7] - The restructuring aligns with national industrial policies, as the special rubber sector is experiencing accelerated domestic substitution [7] - The partnership with Lide Oriental is anticipated to enhance Jinpu Titanium's competitiveness and sustainable development capabilities, leveraging Lide Oriental's strong market position and growth potential [7]

Core Viewpoint - Jinpu Titanium Industry (000545.SZ) is planning a major asset restructuring to alleviate its financial difficulties, aiming to acquire 100% of Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd. through asset swaps, share issuance, and cash payments [1][2]. Group 1: Restructuring Details - The restructuring plan involves three steps: asset swap with Jinpu Dongyu for 91% of Lide Oriental, issuance of shares and cash to acquire the remaining 9%, and raising additional funds from specific investors [4]. - The target asset, Lide Oriental, is expected to generate a net profit of approximately 121 million yuan in 2024, which could improve Jinpu Titanium's financial performance post-restructuring [2][9]. - The transaction pricing is yet to be determined, raising questions about potential arbitrage opportunities [2][6]. Group 2: Financial Performance and Historical Context - Since 2018, Jinpu Titanium has faced significant financial challenges, with five out of six years reporting negative net profits, totaling over 900 million yuan in losses [1][7]. - The company’s revenue peaked at 1.855 billion yuan in 2018 but has since declined, with continuous losses reported from 2022 to 2024 [7][8]. - Jinpu Titanium has previously attempted strategic transformations, including ventures into new industries, but faced regulatory and market challenges [8]. Group 3: Market Reactions and Future Outlook - The market reacted positively to the restructuring announcement, with Jinpu Titanium hitting its first trading limit up following the news [2]. - The restructuring signifies a strategic exit from the titanium dioxide industry, as the company shifts focus to the rubber and plastic sector [7]. - There are uncertainties regarding whether the restructuring will fundamentally improve the company's operations and financial health [10].

Group 1 - The core viewpoint of the news is that Jinpu Titanium Industry is undergoing a strategic transformation by divesting its titanium dioxide business and acquiring 100% equity of Lide Dongfang, shifting focus to the rubber products sector [1][2] - The company has faced continuous losses due to industry challenges, with an expected loss of 160 million to 186 million yuan in the first half of 2025, a significant increase from a loss of 20 million yuan in the same period last year [1] - The transaction involves asset swaps, issuance of shares, and cash payments, resembling a "reverse merger" while maintaining control by the major shareholders [1] Group 2 - The new business, Lide Dongfang, specializes in rubber hoses and sealing shock-absorbing components, serving stable downstream industries such as automotive and rail transit [2] - Market expectations are positive, as evidenced by a stock price surge after the announcement, indicating investor optimism about the strategic shift [2] - The rubber products industry has stable demand but is characterized by high concentration and moderate technical barriers, making the integration and technical transformation capabilities of Jinpu Titanium crucial for successful transition [2][3] Group 3 - Despite initial market enthusiasm, the integration of the new business will require time, and the rubber products sector is highly competitive with limited price elasticity [3] - The ability of Jinpu Titanium to achieve a turnaround in performance will depend on its execution and resource allocation in the new sector [3] - The initial stock price increase may reflect a recovery in sentiment, but the real challenge lies in the practical implementation of the transformation [3]

Group 1 - The Shanghai Composite Index opened flat, while the Shenzhen Component Index rose by 0.15% and the ChiNext Index increased by 0.65%. Sectors such as titanium dioxide, education, securities, and rare earth permanent magnets saw significant gains [1] - According to Xinda Securities, the market may replicate the performance seen in the second half of 2014, with a decoupling of market performance from earnings since September last year, similar to the period from 2013 to 2015 [1] - The current 10-year government bond yield is approximately half of what it was in 2014, and the speed of decline over the past two years has been comparable to that of 2014. The real estate market is currently weaker than in 2014, indicating a potentially more severe asset shortage [1] Group 2 - Guotai Junan believes that a "transformation bull" market is forming, driven by a systematic reduction in stock market discount rates, favorable changes in economic structure, and a decrease in economic uncertainty [2] - The reduction in risk-free interest rates and the diminishing of high-yield, risk-free assets have lowered the opportunity cost of investing in stocks, leading to a historical turning point for new capital entering the market [2] - The expectation is that the upward slope will slow down, with the next phase of stock indices likely to consolidate horizontally, which is seen as a preparation for new highs. Short-term focus will be on "anti-involution" themes, and the financial market trend is not yet over, with a rotation in growth themes [2]

Core Viewpoint - Jinpu Titanium Industry is strategically exiting the titanium dioxide business and shifting its main operations to the rubber products industry through the acquisition of 100% equity in Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd. [2][5] Group 1: Transaction Details - Jinpu Titanium plans to acquire 100% equity of Lide Oriental through a major asset swap, issuance of shares, and cash payments [2][3] - The company will exchange its assets and liabilities related to Nanjing Titanium and Xuzhou Titanium for 91% equity of Lide Oriental held by Nanjing Jinpu Dongyu Investment Co., Ltd. [3][4] - Jinpu Titanium will issue shares and pay cash to acquire the remaining 9% equity from Nanjing Hengyutaihe Investment Partnership [4] Group 2: Business Transition - The company will exit the titanium dioxide industry, which has been facing challenges such as overcapacity, high costs, weak demand, and intense low-price competition [5][8] - Jinpu Titanium's main products will transition to rubber products, including rubber hoses, seals, shock absorbers, and casings [5][8] Group 3: Financial Performance - Jinpu Titanium has reported significant losses since 2019, with a net profit loss of 160 million to 186 million yuan in the first half of 2025, representing a year-on-year decline of 700% to 830% [6][7] - The company has experienced continuous declines in revenue and profitability over the past three years, necessitating a strategic transformation [5][6] Group 4: Future Outlook - The transaction is expected to enhance the company's asset quality, improve profitability, and strengthen its ability to withstand risks [8]

Core Viewpoint - Jinpu Titanium Industry is strategically exiting the titanium dioxide business and will shift its main operations to the rubber products industry through the acquisition of 100% equity in Nanjing Lide Dongfang Rubber and Plastic Technology Co., Ltd. [3][12] Group 1: Strategic Shift - The company announced a major asset swap, issuing shares and cash to acquire 100% equity in Lide Dongfang while simultaneously raising matching funds [5][9]. - The transaction is expected to constitute a significant asset restructuring and related party transaction, with no change in control of the company post-transaction [9][12]. - Jinpu Titanium's main products will transition to rubber products, including rubber hoses, seals, shock absorbers, and casings [12]. Group 2: Financial Performance - Jinpu Titanium has faced significant financial challenges, with substantial losses reported since 2019, particularly in 2022, due to industry overcapacity, high costs, weak demand, and intense low-price competition [12][13]. - The company reported a projected net loss of 160 million to 186 million yuan for the first half of 2025, a decline of 700% to 830% compared to the same period last year [15]. - The company aims to improve asset quality, enhance profitability, and strengthen risk resistance through this strategic transformation [16].