每经AI快讯，特变电工8月18日晚间发布公告称，公司2025年第八次董事会临时会议于2025年8月17日 在公司国际会议中心以现场会议+腾讯会议方式召开。会议审议了《特变电工股份有限公司向不特定对 象发行可转换公司债券预案》等文件。 （记者 曾健辉） 每经头条（nbdtoutiao）——拿自己钱买基金，基金经理晒实盘：最高的赚了100多万元！实际收益率被 网民吐槽？同行评价：没必要 ...

格隆汇8月18日丨特变电工(600089.SH)公布向不特定对象发行可转换公司债券预案，本次发行的可转换 公司债券募集资金总额为不超过人民币80亿元（含本数），扣除发行费用后募集资金净额将用于以下项 目：准东20亿Nm3/年煤制天然气项目。 ...

Core Viewpoint - The company is issuing convertible bonds to unspecified investors, which may dilute immediate returns but includes measures to mitigate this impact and protect minority investors' rights [2][10][21] Financial Impact of the Issuance - The company estimates that the issuance of up to 800,000 million yuan in convertible bonds will affect key financial metrics, with various scenarios for net profit growth analyzed [5][9] - The projected net profit for 2025, assuming no growth, is 393,842.81 million yuan, with potential increases of 10% and 20% leading to 433,227.09 million yuan and 476,549.80 million yuan respectively [9][10] - Basic earnings per share (EPS) under different scenarios are projected to be 0.7962 yuan, 0.9060 yuan, and 1.1216 yuan for the years 2025 and 2026, depending on profit growth assumptions [9][10] Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development capabilities, aligning with national industrial policies [11][13] Relationship of Fundraising Projects to Existing Business - The funds will support a coal-to-natural gas project, which is integral to the company's energy business and aims to enhance the value of its coal operations [12][13] Measures to Mitigate Dilution of Immediate Returns - The company plans to improve governance and operational performance, accelerate project implementation, and enhance profit distribution policies to counteract the dilution of immediate returns [16][17][18] Commitments from Company Executives - Company executives and major shareholders have committed to ensuring that measures to mitigate the dilution of immediate returns are effectively implemented [18][21]

Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to ensure sustainable and stable returns for investors while considering various operational and financial factors [1][2]. Group 1: Factors Considered in Dividend Planning - The company focuses on long-term sustainable development, taking into account operational performance, strategic goals, shareholder expectations, external financing costs, and industry characteristics [1]. - The profit distribution policy emphasizes reasonable returns to investors while adhering to legal regulations and maintaining operational stability [1]. Group 2: Specific Shareholder Return Plan (2025-2027) - The company will distribute profits in cash, stock, or a combination, prioritizing cash dividends [2]. - Cash dividends will be distributed only if the company has positive profits and cash flow, with specific conditions outlined for withholding dividends [2]. - The company aims to distribute at least 30% of the average distributable profit over the last three years in cash [3]. Group 3: Conditions for Stock Dividends - Stock dividends may be proposed if the company has positive undistributed profits and the stock valuation is reasonable, alongside meeting cash dividend conditions [4]. Group 4: Decision-Making Mechanism - The board will thoroughly discuss the profit distribution plan, considering independent directors' opinions and engaging with shareholders, especially minority shareholders [4][5]. - Any adjustments to the profit distribution policy must be justified and approved by the board and shareholders, ensuring transparency and protection of investor interests [5]. Group 5: Other Provisions - The plan will be executed in accordance with relevant laws and regulations, with the board responsible for its interpretation [6].

Core Viewpoint - The company announced that it is not required to prepare a report on the use of previously raised funds due to the elapsed time since the last fundraising activities [2][3]. Group 1: Company Actions - The company held its eighth temporary board meeting and fourth temporary supervisory meeting on August 17, 2025, where it approved the plan to issue convertible bonds to unspecified objects [2]. - The company has not raised funds through methods such as rights issues, private placements, or convertible bond issuances in the last five accounting years [2]. Group 2: Regulatory Compliance - According to the China Securities Regulatory Commission's guidelines, a report on the use of previously raised funds is only necessary if the funds were raised within the last five accounting years [2]. - Since the company’s last fundraising occurred over five accounting years ago, it is exempt from preparing a report on the use of previous funds and does not need to hire an accounting firm for verification [2].

Core Viewpoint - The company has confirmed that it has not faced any penalties or regulatory measures from securities regulatory authorities or exchanges in the past five years [2][3]. Group 1: Company Compliance and Governance - The company has adhered to relevant laws and regulations, including the Company Law of the People's Republic of China and the Securities Law, to enhance its governance structure and internal control systems [3]. - The company is committed to maintaining a high level of governance and operational standards to ensure sustainable and healthy development [3]. Group 2: Regulatory Status - In the last five years, the company has not been subject to any penalties from securities regulatory authorities or exchanges [3]. - There have been no regulatory measures or required rectifications imposed on the company by securities regulatory authorities or exchanges in the past five years [3].

Fundraising Plan - The company plans to issue convertible bonds to raise up to RMB 800 million for the construction of a coal-to-natural gas project in Xinjiang [1][3] - The total investment for the project is RMB 1,703,941.12 million, with the company covering any shortfall in funding [3] Project Overview - The Xinjiang project aims to produce 20.54 billion Nm³ of coal-to-natural gas annually, with 8.4 billion Nm³ converted to liquefied natural gas (LNG) [2][3] - The project will include various production facilities and is expected to take three years to complete [2] Economic Benefits - The project is projected to generate significant economic benefits, including an annual production of 121,428 million Nm³ of synthetic natural gas (SNG) and 58,267.2 million tons of LNG [3][4] - The project is expected to reduce China's dependence on imported natural gas by 1.36 percentage points, enhancing national energy security [5][6] Strategic Importance - The project aligns with national energy strategies and supports the development of coal-to-gas production bases, contributing to the clean and efficient use of coal resources [5][10] - It is positioned as a key initiative to enhance domestic energy supply capabilities and reduce reliance on foreign energy sources [6][10] Technical Feasibility - The project utilizes advanced coal gasification technology and has received necessary approvals from relevant government bodies [10][11] - The company has established a strong technical and management team to ensure successful project execution [11] Financial Impact - The fundraising will enhance the company's asset and business scale, improving cash flow and financial stability [12][13] - The project is expected to boost the company's revenue and profitability, providing good returns for investors [12][13]

Core Viewpoint - TBEA Co., Ltd. plans to issue convertible bonds to unspecified investors, with a total fundraising amount not exceeding RMB 800 million, aimed at financing various projects and enhancing its financial position [5][19]. Group 1: Legal Compliance and Issuance Overview - The issuance complies with relevant laws and regulations, including the Company Law and Securities Law, confirming that the company meets the conditions for issuing convertible bonds [5]. - The type of securities to be issued is convertible bonds that can be converted into A-shares of the company, which will be listed on the Shanghai Stock Exchange [5]. - The total amount of funds to be raised through this issuance is capped at RMB 800 million, with the specific amount to be determined by the board of directors [5][19]. Group 2: Financial Details - Each bond will have a face value of RMB 100 and will be issued at par [6]. - The bonds will have a term of six years from the date of issuance [6]. - The interest payment will occur annually, with the principal and final interest paid at maturity [6][7]. Group 3: Conversion and Redemption Terms - The conversion period for the bonds will start six months after issuance and end on the maturity date [7][8]. - The initial conversion price will be determined based on the average trading price of the company's shares prior to the issuance [8]. - The company reserves the right to redeem the bonds if certain conditions are met, such as the stock price exceeding 130% of the conversion price for a specified period [12]. Group 4: Financial Statements and Performance - As of March 31, 2025, the company reported total assets of approximately RMB 21.36 billion, with significant increases in current assets compared to previous years [20][21]. - The company's total liabilities stood at approximately RMB 12.13 billion, reflecting a stable financial structure [21]. - Shareholder equity amounted to approximately RMB 9.23 billion, indicating a solid capital base for future growth [21].

Core Points - The document outlines the rules for the bondholders' meeting of TBEA Co., Ltd., aiming to standardize the organization and behavior of the meeting, define the rights and obligations of bondholders, and protect their legal rights [1][2][3] Group 1: General Provisions - The rules are established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] - The convertible bonds discussed are those issued by the company as per the prospectus [1][2] Group 2: Rights and Obligations of Bondholders - Bondholders have rights to interest, participation in meetings, conversion to shares, and other rights as stipulated in the prospectus [6] - Bondholders are obligated to comply with the terms of the bonds and pay subscription funds [3][6] Group 3: Authority of the Bondholders' Meeting - The meeting can make decisions on significant changes proposed by the company, including amendments to the prospectus [8] - The meeting has the authority to decide on solutions if the company fails to pay interest on time [8] Group 4: Convening the Bondholders' Meeting - The meeting can be proposed by the board, bondholders holding over 10% of the total bonds, or the bond trustee [9] - Specific circumstances require the convening of the meeting, such as changes to the prospectus or failure to pay interest [10][11] Group 5: Meeting Procedures - The meeting must be announced at least 15 days in advance, detailing the time, place, and agenda [8][12] - Bondholders can attend in person or through proxies, and specific documentation is required for participation [11][12] Group 6: Voting and Resolutions - Each bondholder has the right to vote on proposals, and resolutions require a majority of the voting rights present [30][36] - The results of the voting must be recorded and announced, ensuring transparency [37][39]

特变电工股份有限公司 证券代码：600089 证券简称：特变电工 特变电工股份有限公司 向不特定对象发行可转换公司债券 方案的论证分析报告 二零二五年八月 特变电工股份有限公司 第一节 本次发行证券及其品种选择的必要性 特变电工股份有限公司（以下简称"特变电工"、"公司"或"发行人"）结 合自身的实际情况，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》"）《上市公司证券发行注册管 理办法》 （以下简称"《注册管理办法》"）等相关法律、法规和规范性文件的规定， 拟通过向不特定对象发行可转换公司债券（以下简称"本次发行"，可转换公司 债券简称"可转债"）的方式募集资金。 本论证分析报告中如无特别说明，相关用语具有与《特变电工股份有限公司 向不特定对象发行可转换公司债券预案》相同的含义。 一、本次发行证券种类 本次发行证券的种类为可转换为公司股票的可转债，本次发行的可转债及未 来经本次可转债转换的公司股票将在上海证券交易所主板上市。 二、本次发行可转债的必要性 （一）本次发行是公司主营业务高质量发展的需要 本次发行募集资金投资项目为"准东 20 亿 Nm3/ ...