证券代码：600495 股票简称：晋西车轴 公告编号：临2025-051 晋西车轴股份有限公司 关于变更部分募集资金投资项目的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： （一）募集资金基本情况 经中国证券监督管理委员会《关于核准晋西车轴股份有限公司非公开发行股票的批复》（证监许可 〔2013〕803号）核准，晋西车轴股份有限公司（以下简称"公司"）于2013年8月以非公开发行股票的方 式向包括晋西工业集团有限责任公司在内的七名特定投资者发行人民币普通股（A股）11,727.27万股， 每股面值1.00元，每股发行价11.00元，募集资金总额为人民币129,000.00万元，扣除主承销商发行费用 2,680.00万元后的募集资金金额126,320.00万元（含应付未付的审计费、律师费及发行费等）已于2013年 8月7日全部到账，并经瑞华会计师事务所（特殊普通合伙）审验，出具瑞华验字〔2013〕第218A0002 号验资报告。扣除审计费、律师费等费用后，该次募集资金实际净额126,113.70万元。 （二 ...

Group 1 - The core viewpoint of the article highlights that Jinxi Axle Co., Ltd. has shown significant growth in revenue and a reduction in net loss in its recent half-year report, indicating a positive trend in its financial performance [2] - In the first half of 2025, the company achieved an operating income of 608 million yuan, representing a year-on-year increase of 41.73%, while the net profit after deducting non-recurring items was a loss of 808,000 yuan, which is a reduction in loss by 50.04 million yuan compared to the same period last year [2] - Jinxi Axle is the largest railway axle manufacturer in China, holding the highest market share, and has consistently secured the largest share in the procurement of freight car axles by China National Railway Group [2] Group 2 - The company is actively accelerating its diversification strategy, focusing on enhancing its core business in railway transportation equipment manufacturing while exploring new business areas such as defense equipment and smart firefighting [3] - The company plans to strengthen market research and analysis to adapt to the competitive landscape, aiming for breakthroughs in high value-added products and international markets while maintaining its market share in core products [3] - Jinxi Industrial Group, the controlling shareholder of Jinxi Axle, plans to increase its stake in the company by investing between 50 million and 100 million yuan over the next 12 months, reflecting confidence in the company's future development [3] Group 3 - Established in December 2000 and listed on the Shanghai Stock Exchange in 2004, Jinxi Axle's products cover various types of railway freight cars, passenger cars, subways, light rail, locomotives, and high-speed trains [4] - Axles are critical components for railway and urban rail transit vehicles, essential for the assembly and production of various types of vehicles [4]

Group 1 - The stock price of Jinxichaxu closed at 5.74 yuan on August 14, 2025, down by 0.20 yuan, representing a decline of 3.37% from the previous trading day [1] - The trading volume on that day was 1.1713 million hands, with a total transaction amount of 688 million yuan [1] - Jinxichaxu's main business includes railway vehicle parts, axles, precision forging products, and equipment manufacturing, with applications in railway transportation and engineering machinery [1] Group 2 - On August 14, at 9:35 AM, Jinxichaxu's stock price experienced a rapid rebound, increasing by over 2% within 5 minutes, reaching a peak of 6.01 yuan [1] - The net outflow of main funds on that day was 59.1164 million yuan, with a cumulative net outflow of 57.3385 million yuan over the past five days [1]

Core Viewpoint - 晋西车轴 has demonstrated resilient growth in a challenging market, achieving revenue and profit increases despite industry headwinds [2][3] Group 1: Company Performance - In 2024, 晋西车轴 reported a revenue of 1.314 billion yuan, a year-on-year increase of 2.4%, and a net profit of 23.08 million yuan, up 13.39% [2] - The company aims to sell 75,400 railway axles and 1,600 railway vehicles in 2025, with a focus on expanding its new industries such as defense equipment and smart firefighting [3] Group 2: Market Position - 晋西车轴 is positioned within a competitive landscape dominated by global giants like Siemens and Alstom, facing challenges from market demand and pricing pressures [2] - The company maintains a leading market share in the procurement of railway freight car axles and has achieved record high orders for complete vehicles [3] Group 3: R&D and Investor Relations - 晋西车轴 has consistently implemented a stable dividend policy for eight years, with a proposed cash dividend of 0.14 yuan per share for 2024, amounting to 16.91 million yuan, which is 73.30% of the net profit [4] - The company allocates over 6% of its revenue to R&D annually, emphasizing the importance of innovation for future growth [4] Group 4: Recent Developments - In Q1 2024, 晋西车轴 achieved a revenue of 373 million yuan, a 52.67% increase year-on-year, and a net profit of 7.82 million yuan, marking a significant turnaround [5] - The controlling shareholder plans to increase their stake in the company by investing between 50 million and 100 million yuan, which is expected to boost investor confidence [6]

Core Points - The company, Jinxi Axle Co., Ltd., is established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [3][4] - The registered capital of the company is RMB 1,208,190,886 [5] - The company aims to become a leading enterprise in high-end equipment manufacturing by focusing on key products, market orientation, and technological innovation [6] Company Structure - The company was founded by several entities, including Jinxi Machinery Factory and American Aimo International Co., Ltd., and is registered with the Shanxi Provincial Market Supervision Administration [3] - The company has a total of 1,208,190,886 shares, all of which are ordinary shares [9] - The company’s shares are issued in accordance with principles of openness, fairness, and justice, ensuring equal rights for all shareholders [7] Share Issuance and Capital Increase - The company issued 40,000,000 ordinary shares to the public in 2004, which were listed on the Shanghai Stock Exchange [3] - The company has conducted several capital increases through the conversion of capital reserves into share capital, including a significant increase in 2014 where 536,973,727 shares were issued [8][9] Governance and Management - The chairman of the board represents the company in executing its affairs and is the legal representative [5] - The company has established a party organization in accordance with the Communist Party of China’s regulations, ensuring the integration of party activities within the company [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, participate in shareholder meetings, and supervise the company's operations [14] - The company’s shareholders are prohibited from withdrawing their capital except as provided by law [18] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [22] - The company must provide adequate notice of meetings and ensure that all shareholders can participate, including through online voting [27] Decision-Making Process - Ordinary resolutions require a simple majority, while special resolutions require at least two-thirds of the votes cast [79][81] - The company’s board of directors is responsible for reporting to shareholders on its activities and financial performance during the annual meeting [73]

Summary of Allison Transmission's Analyst and Investor Call Company and Industry - **Company**: Allison Transmission - **Acquisition Target**: Dana Incorporated's off highway business - **Industry**: Powertrain and industrial solutions for commercial duty applications Core Points and Arguments 1. **Strategic Alignment**: The acquisition aligns with Allison's strategic priorities to expand its emerging market footprint, enhance core technologies, and deliver strong financial results, positioning Allison as a global provider in on highway, off highway, and defense markets [6][10][13] 2. **Transaction Details**: The purchase price is $2.7 billion, financed with new debt and cash on hand, representing a 6.8 times multiple on 2024 adjusted EBITDA of approximately $400 million. Including identified annual run rate synergies of around $120 million, the transaction value represents a 5.2 times multiple on 2024's adjusted EBITDA [7][8] 3. **Financial Impact**: The acquisition is expected to increase Allison's revenue significantly, nearly doubling net sales to approximately $6 billion, and increasing adjusted EBITDA by 40% to $1.7 billion, while maintaining industry-leading adjusted EBITDA margins [14][15] 4. **Operational Synergies**: Identified annual run rate synergies are expected to be achieved primarily from operations, procurement, R&D, and SG&A by year four [7][8] 5. **Global Presence**: Dana's off highway business operates in over 25 countries, generating $2.8 billion in revenue for 2024, with over 70% of revenue from outside North America, enhancing Allison's global footprint [10][11] 6. **Product Portfolio Expansion**: The acquisition will expand Allison's product offerings to include axles, gears, and hybrid drivetrain systems, leveraging shared competencies in software, controls, and system integration [11][12] 7. **Sustainability Focus**: The acquisition positions Allison as a leader in the transition to more sustainable solutions across various end markets [12][13] 8. **Cash Flow and Capital Allocation**: Allison's robust cash flow allows for continued dividend payments and share repurchase programs while focusing on deleveraging to a target below two times leverage [26][28] Additional Important Content 1. **Market Share and Competitive Position**: Dana's off highway business is recognized as a significant player in its market, and the combination with Allison is expected to enhance market reach and execution capabilities [18] 2. **Revenue Synergies**: While initial synergies are cost-focused, there is potential for revenue synergies through expanded market access and product offerings, particularly in international markets [39] 3. **Integration Efforts**: The integration of Dana's business is expected to proceed smoothly, with the team being experienced in M&A and integration processes [32] 4. **Future Growth Opportunities**: The acquisition opens up new growth opportunities in adjacent markets, particularly in construction, agriculture, and industrial applications [44][49] This summary encapsulates the key points discussed during the call, highlighting the strategic rationale behind the acquisition and its anticipated impact on Allison Transmission's growth and market position.