登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：601686 证券简称：友发集团 公告编号：2025-122 债券代码：113058 转债简称：友发转债 天津友发钢管集团股份有限公司关于公司终止 向特定对象发行A股股票事项的公告 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个别及连带责任。 天津友发钢管集团股份有限公司（以下简称"友发集团"或"公司"）于 2024年 11月 30 日召开 2024 年第 五次临时股东大会审议通过了《关于公司 2024 年度向特定对象发行 A 股股票方案的议案》及相关事 项，并授权董事会全权办理本次事项，授权的有效期自公司股东大会审议通过之日起十二个月。授权期 限已届满，董事会经审慎研究后决定不再申请延期并终止此次发行事宜，现将相关事项公告如下： 一、本次向特定对象发行股票事项的基本情况 2024 年 10 月 17 日，公司召开第五届董事会第十一次会议和第五届监事会第十次会议审议通过了《关 于公司 2024 年度向特定对象发行 A 股股票方案的议案》及相关事项。2024 年 11 月 30 ...

Company Overview - The company specializes in various types of pipes, including hot-dip galvanized steel pipes, high-frequency welded pipes, and stainless steel pipes, which are used in multiple sectors such as water supply, gas transmission, and construction [1]. - The company maintains a strong financial position with low debt levels and ample cash reserves [2]. Financial Performance - In the first three quarters of 2025, the company experienced a decline in revenue and net profit compared to the previous year, but the rate of decline has narrowed since the first half of the year [1]. - The third quarter saw significant growth in both revenue and net profit compared to the previous quarters [1]. Operational Efficiency - The company has improved inventory turnover and accounts receivable turnover, indicating better liquidity management [2]. - The asset-liability ratio remains low, enhancing the company's financial stability and risk management capabilities [2]. Product Strategy - The company is optimizing its product structure, with stable sales in civil pipes and growth in industrial pipes driven by national pipeline renovation projects [3]. - The introduction of hydrogen pipelines is expected to be a future revenue growth point [3]. Investment and Expansion Plans - The company is cautious about large-scale expansions in the steel pipe industry, focusing instead on technological improvements and customized production based on customer orders [5][6]. - A new subsidiary has been established to align with national development strategies and enhance competitiveness in major infrastructure projects [15][16]. Industry Trends - The steel pipe industry's profit models are evolving, with a shift towards high-end products and customized production to meet specific customer needs [7]. - The company is exploring opportunities in the robotics sector, leveraging its existing market resources to expand into high-end specialized robots [9][20]. Hydrogen Pipeline Project - The company has secured a contract for a 20 km hydrogen pipeline project, part of a larger 195 km hydrogen transport network, marking a significant step in the commercialization of hydrogen energy [12][13]. - This project is aligned with national goals for hydrogen energy infrastructure development, with substantial investments expected in the coming years [13]. Future Outlook - The company anticipates significant growth in the robotics industry, driven by policy support and technological advancements, with a focus on core components and scenario-based solutions [20]. - The integration of AI and robotics is expected to enhance operational efficiency and open new market opportunities [20].

Core Insights - The company is actively engaging in investor relations activities, focusing on specific target research and strategic partnerships in the robotics and hydrogen sectors [1][2]. Group 1: Company Overview and Strategic Initiatives - The company specializes in a range of products including hot-dip galvanized steel pipes, high-frequency welded pipes, and stainless steel pipes, serving various industries such as water supply, gas transmission, and construction. It maintains a strong financial position with low debt and ample liquidity, outperforming industry averages [1]. - A joint venture, Jinzhou Tianchuang, is set to launch, focusing on industrial inspection in harsh environments, leveraging advanced navigation and control technologies [1][2]. - The company has successfully secured a contract for a long-distance hydrogen pipeline project, which is designed to transport 100,000 tons of hydrogen annually, marking a significant step in the development of green hydrogen infrastructure in China [3]. Group 2: Second Main Business Strategy - The company has outlined five criteria for selecting its second main business, emphasizing alignment with national strategic emerging industries, technological advantages, and the potential for workforce skill enhancement [4]. - The investment strategy involves a "dual-wheel drive" approach, prioritizing mergers and acquisitions of companies with existing orders and establishing industry funds to invest in high-quality upstream and downstream targets [4]. Group 3: Other Important Developments - The company is monitoring the progress of the China-Russia-Mongolia natural gas pipeline project for potential business opportunities and has established a branch in墨脱 to enhance its competitive edge in major infrastructure projects [4][5]. - The company is also expanding its presence in the nuclear energy sector by promoting its welding steel pipes for nuclear applications, aligning with industry demands [5].

Company Overview - The company specializes in various types of pipes, including hot-dip galvanized steel pipes, high-frequency welded pipes, and stainless steel pipes, which are widely used in water supply, drainage, firefighting, gas, and oil transportation sectors [1] - The company maintains a strong financial position with low debt and ample funds [1] Joint Venture and Robotics - The company has established a joint venture with Tianchuang Intelligent to expand the application of special robots in oil, gas, and municipal water sectors [2] - Tianchuang Intelligent has deployed over 4,000 special robots in more than 300 major projects, focusing on high-end special robots for harsh environments [2] Second Business Line - The criteria for selecting the second business line include market growth potential, core technology advantages, and a strong team [4] - The company plans to pursue mergers and acquisitions of 1-2 targets with existing orders to quickly enter the market and enhance synergy [4] Hydrogen Pipeline Project - The company’s subsidiary has won a contract for a 20 km hydrogen pipeline project, part of a larger 195 km hydrogen transport network in Inner Mongolia, designed to transport 100,000 tons of hydrogen annually [5] - The project is a key component of China's green hydrogen transport network, with significant future investment expected in hydrogen pipelines [6] Natural Gas Pipeline Project - The company is monitoring the progress of the China-Russia-Mongolia natural gas pipeline project, which is led by Gazprom and CNPC, with a focus on long-term gas procurement and sales [7] Expansion Plans - The establishment of a branch in墨脱 is part of the company's strategy to respond to national development initiatives and enhance its core competitiveness in pipeline manufacturing [8] - The company is exploring opportunities in the nuclear power sector, particularly in the production of heavy-duty steel pipes for nuclear applications [9] Market Management - The company plans to implement market management strategies, including targeted share issuance and asset acquisitions, as part of its long-term growth strategy [10]

Group 1: Company Overview and Products - The company specializes in various types of pipes, including hot-dip galvanized steel pipes, high-frequency welded pipes, and composite pipes, widely used in water supply, drainage, gas, and petrochemical industries [2][3] - The company maintains a strong financial position with low debt levels and ample liquidity [2] Group 2: Hydrogen Pipeline Project - The company’s subsidiary has secured a contract for a 20 km hydrogen pipeline project, part of a larger 195 km hydrogen transport network, designed to transport 100,000 tons of hydrogen annually [3] - This project is a key component of Inner Mongolia's green hydrogen transport network and marks the first commercial hydrogen pipeline in Northwest China [3] Group 3: National Infrastructure Investment - The National Development and Reform Commission plans to invest 5 trillion yuan to construct and upgrade 700,000 km of underground pipelines, significantly boosting demand for various types of pipes [4] - It is estimated that nearly 90% of the investment during the 14th Five-Year Plan will be directed towards water supply, drainage, and gas pipeline networks, leading to an annual market growth rate exceeding 8% in the pipeline manufacturing industry [4] Group 4: Natural Gas Pipeline Project - The China-Russia-Mongolia natural gas pipeline project is being led by Gazprom, with CNPC responsible for the construction of key segments and long-term gas procurement [6] - A legally binding cooperation memorandum was signed in September 2025, indicating a phased approach to project development [6] Group 5: Company Performance and Strategy - The company reported stable profitability in the first three quarters of 2025, with a decrease in revenue and net profit compared to the previous year, but a narrowing decline compared to the first half of the year [9] - Key factors for the company's performance include product structure optimization, cost reduction efforts, and improved management of accounts receivable and inventory [10]

Core Viewpoint - The company has announced its plan for providing guarantees for its subsidiaries in 2025, with a total guarantee amount not exceeding RMB 1,477,700 million, which includes new guarantees of up to RMB 363,459.40 million and the continuation of existing loans [2][3][12]. Group 1: Guarantee Plan Overview - The company held meetings on December 13 and December 30, 2024, to approve the guarantee plan for 2025, allowing for a total guarantee amount of RMB 1,477,700 million [3][11]. - From October 1 to October 31, 2025, the company will provide guarantees amounting to RMB 50,000 million for its subsidiaries [10][11]. - As of October 31, 2025, the total guarantee balance provided by the company will be RMB 458,235.43 million, which represents 58.37% of the company's latest audited net assets [10][28]. Group 2: Asset Pledge Details - The company plans to pledge its own assets with a book value of RMB 18,000 million from October 1 to October 31, 2025, and the cumulative pledged assets will total RMB 266,407.72 million, accounting for 33.94% of the company's latest audited net assets [2][6][7]. Group 3: Subsidiary Information - The company has several subsidiaries, including Handan Youfa Steel Pipe Co., Ltd., Jiangsu Youfa Steel Pipe Co., Ltd., and others, each with specific operational focuses and financial data [5][6][17][19]. - The financial performance of these subsidiaries varies, with some reporting net losses while others show profitability, indicating a diverse operational landscape [14][16][18][21][23]. Group 4: Board's Opinion - The board of directors believes that the guarantees are necessary for the normal operation of the subsidiaries and will not adversely affect the company's financial status or the interests of shareholders, particularly minority shareholders [7][27].

Group 1 - The company plans to provide guarantees for its subsidiaries in 2025, with a total guarantee amount of 50,000 million RMB from August 1 to August 31, 2025 [2][4] - As of August 31, 2025, the total guarantee balance provided by the company is 456,595.43 million RMB, which accounts for 58.17% of the company's latest audited net assets [18] - The board of directors approved the guarantee plan, allowing a total guarantee amount not exceeding 1,477,700 million RMB, with new guarantees not exceeding 363,459.40 million RMB [4][23] Group 2 - The company has provided guarantees for subsidiaries with an asset-liability ratio exceeding 70%, which poses potential risks [3] - The company has no overdue guarantees as of the announcement date [3][18] - The guarantees are intended to meet the funding needs of subsidiaries and are considered manageable risks by the company [17][26] Group 3 - The company has also engaged in asset pledges, with a total pledged asset value of 52,456 million RMB from August 1 to August 31, 2025, and a cumulative pledged asset value of 263,412.94 million RMB, accounting for 33.56% of the company's latest audited net assets [21][24] - The pledged assets are intended to support normal business operations and will not adversely affect the company's financial health or shareholder interests [26] Group 4 - The company is in the process of acquiring a 70.96% stake in Jilin Huaming Pipe Industry Co., Ltd., which will become a subsidiary after the acquisition [30] - The acquisition has received approval from the State Administration for Market Regulation, allowing the company to proceed with the transaction [32]

Group 1 - The core point of the announcement is the conversion results of the convertible bonds issued by Tianjin Youfa Steel Pipe Group Co., Ltd., detailing the conversion price and the amount converted [2][3][9] - The conversion price was adjusted to 4.77 yuan per share as of June 13, 2025, with the conversion period running from October 10, 2022, to March 29, 2028 [2][8] - As of June 30, 2025, a total of 372,000 yuan worth of convertible bonds had been converted into 72,452 shares, representing 0.005064% of the company's total share capital before conversion [2][9][10] Group 2 - The company issued 20 billion yuan worth of convertible bonds on March 30, 2022, with a maturity of six years [3][4] - The total amount of unconverted convertible bonds as of June 30, 2025, was 1,999,628,000 yuan, accounting for 99.9814% of the total issuance [10][2] - The company has made several adjustments to the conversion price due to various corporate actions, including a downward adjustment to 5.07 yuan per share on July 13, 2024 [5][7][8] Group 3 - The company provided guarantees for its subsidiaries, with a total guarantee amount of 36 million yuan during June 2025 [13][17] - As of June 30, 2025, the total guarantee balance was 456,969.66 million yuan, which is 58.21% of the company's latest audited net assets [28][13] - The company has a guarantee plan for 2025, allowing for adjustments based on business needs and potential new subsidiaries [17][30] Group 4 - The company has implemented a stock option incentive plan, with a total of 688,518 options granted in the first exercise period [38][39] - As of June 30, 2025, 950,120 shares were exercised, representing 13.7995% of the total options available for that period [38][45] - The funds raised from the stock options will be used to supplement the company's working capital [48]

Group 1 - The company has completed the registration capital change and amended its articles of association, as approved in the board meeting on April 24, 2025, and the annual shareholders' meeting on May 15, 2025 [1] - The new registered capital of the company is RMB 1,433,560,637 [1] - The company has obtained a new business license from the Tianjin Jinghai District Market Supervision Administration, completing the necessary business registration changes [1] Group 2 - The company was established on December 26, 2011, and operates as a publicly listed joint-stock company [1] - The company's business scope includes manufacturing and processing of various types of pipes, wholesale and retail of metal and building materials, import and export of goods and technology, and leasing of machinery and equipment [1] - The company is located in the Baibillion Industrial Zone, Daqiuzhuang Town, Jinghai District, Tianjin [1]