证券代码：002392 证券简称：北京利尔 公告编号： 2025-039 北京利尔高温材料股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 北京利尔高温材料股份有限公司（以下简称"公司"）于2024年9月27日召 开第六届董事会第四次会议,审议通过了《关于回购公司股份的议案》，同意使 用自有资金或自筹资金以集中竞价交易方式回购公司股份，本次回购股份将用于 实施员工持股计划或股权激励。本次回购股份的资金总额不低于人民币10,000 万元（含），不超过人民币20,000万元（含），回购股份价格不超过人民币4.68 元/股，具体回购股份数量以回购期满时实际回购的股份数量为准。本次回购股 份的实施期限为自公司董事会审议通过最终回购股份方案之日起不超过12个月。 《关于回购公司股份方案的公告暨回购报告书》详见公司指定信息披露媒体 《中国证券报》、《证券时报》、《证券日报》、《上海证券报》和巨潮资讯网 (http://www.cninfo.com.cn)。 截至本公告披露日，公司本次回购股份方案已实施完毕。根据《上市公司股 份回购规则》、《深圳证券交易所上市公 ...

Core Viewpoint - The recent surge in mergers and acquisitions (M&A) in the A-share market reflects a deep-seated logic of industrial upgrading and strategic transformation, showcasing the diversification and specialization of the current M&A landscape [1] Group 1: Characteristics of Recent M&A Activity - Cash transactions dominate the current wave of M&A, with companies accelerating their entry into new sectors [2] - The M&A activities are driven by three strategic directions: seeking breakthroughs in technological innovation, enhancing risk resilience through resource integration, and capitalizing on policy incentives to enter emerging sectors like AI and semiconductors [2] Group 2: Industry Chain Integration - Industry chain integration is a core driver of M&A among A-share companies, with firms pursuing horizontal and vertical integration to enhance competitiveness [3] - Jiangsu Zongyi Co., Ltd. plans to acquire control of Jiangsu Jilai Microelectronics Co., Ltd. to extend its reach into the power semiconductor sector [3] - Suzhou Dongshan Precision Manufacturing Co., Ltd. intends to acquire 100% of Groupe Mécanique Découpage to optimize its debt structure and enhance its capabilities in the automotive parts sector [3][4] Group 3: Strategic Focus and Diversification - Companies are adopting divergent strategies, with some focusing on core businesses while others pursue diversification [5] - Jiangsu Zongyi's acquisition of Jilai Microelectronics aims to strengthen its position in the integrated circuit sector, enhancing its technical capabilities and market share [5] - China National Pharmaceutical Group plans to acquire Beijing Jinsui Technology to enter the e-commerce service sector, diversifying its business and revenue streams [5] Group 4: Investment Trends - Beijing Lier High-Temperature Materials Co., Ltd. is investing in Shanghai Zhenliang Intelligent Technology Co., Ltd. to enter the AI chip market, reflecting a commitment to both core business and new growth areas [6] Group 5: Valuation and Compliance Concerns - Valuation and compliance are critical issues in M&A transactions, directly impacting their success [8] - Huafeng Chemical Co., Ltd. terminated its planned acquisition of Zhejiang Huafeng Synthetic Resin Co., Ltd. due to high valuation and lack of shareholder approval, highlighting the risks associated with high-premium related transactions [8][9] - Companies are advised to establish a scientific valuation system and ensure transparency in operations to mitigate risks associated with related-party transactions [10]

Group 1 - The company held its 11th meeting of the 6th board of directors on May 9, 2025, where it approved a proposal for joint investment with related parties [1][3] - The board approved a proposal to authorize the board to handle small-scale rapid financing matters, with a total financing amount not exceeding RMB 300 million, which is less than 20% of the net assets at the end of the previous year [3][26] - The proposal for joint investment involves the company investing RMB 200 million in Shanghai Zhenliang Intelligent Technology Co., Ltd., acquiring 11.43% of its equity [6][8] Group 2 - The chairman of the company, Zhao Wei, will invest RMB 50 million, acquiring 2.86% of the equity in Shanghai Zhenliang [6][8] - The investment in Shanghai Zhenliang is considered a related party transaction, and it does not require approval from the shareholders' meeting [8][10] - The company aims to capitalize on the growing demand for AI chips, aligning with national policy trends and the potential market space for domestic AI chip companies [20][21] Group 3 - The company has a history of engaging in related transactions, with a total amount of RMB 12.41 million in related transactions occurring since the beginning of the year [20] - The independent directors have reviewed and approved the related party investment proposal, affirming that it aligns with the company's strategic planning and does not harm the interests of shareholders [21][22] - The company plans to use its own funds for the investment, which is expected to have no significant impact on its normal operations [20][21]

Group 1 - The company held its 11th meeting of the 6th Board of Directors on May 9, 2025, with all 11 directors present, complying with legal and procedural requirements [1] - The board approved a proposal for a related party investment and transaction with 10 votes in favor, 0 against, and 0 abstentions, with the independent directors having reviewed the proposal [1] - The board also approved a proposal to authorize the board to handle small-scale rapid financing, allowing for a total financing amount not exceeding RMB 300 million, which is less than 20% of the net assets as of the end of the previous year [2]