证券代码：603209 证券简称：兴通股份 公告编号：2025-053 兴通海运股份有限公司 关于召开2025年第二次临时股东大会的通知 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： 召开的日期时间：2025 年 7 月 2 日 11 点 00 分 召开地点：福建省泉州市泉港区驿峰东路 295 号兴通海运大厦七楼会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 7 月 2 日 (七)涉及公开征集股东投票权 不适用 二、 会议审议事项 本次股东大会审议议案及投票股东类型 投票股东类型 序号 议案名称 A 股股东 至2025 年 7 月 2 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过互 联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股 ...

Group 1 - The shipping sector saw an increase of 1.02%, ranking fifth among concept sectors, with 53 stocks rising, including Ningbo Marine, Xingtong Co., and Baoshui Technology hitting the daily limit [1][2] - Notable gainers included Guohang Ocean with a rise of 7.08%, Bohai Ferry at 6.04%, and Yongtai Transportation at 4.45% [1] - The top decliners were COSCO Shipping Technology down 3.63%, CGN Technology down 2.83%, and Jushen Co. down 2.48% [1] Group 2 - The shipping sector attracted a net inflow of 900 million yuan, with 38 stocks receiving net inflows, and 6 stocks exceeding 50 million yuan in net inflow [2] - Ningbo Marine led the net inflow with 355 million yuan, followed by Baoshui Technology with 219 million yuan and Xingtong Co. with 113 million yuan [2][3] - The net inflow ratios for Ningbo Marine, Xingtong Co., and Baoshui Technology were 48.91%, 24.57%, and 23.34% respectively [3] Group 3 - The trading volume for Ningbo Marine was 10.10%, with a turnover rate of 14.16%, while Baoshui Technology had a trading volume of 9.93% and a turnover rate of 16.93% [3] - Other notable stocks included COSCO Shipping with a trading volume of 1.30% and a turnover rate of 0.53%, and Huadong Heavy Industry with a trading volume of 3.81% and a turnover rate of 8.64% [3][4]

证券代码：603209 证券简称：兴通股份 公告编号：2025-052 兴通海运股份有限公司 关于变更注册资本并修订《公司章程》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： 上述内容的变更最终以市场监督管理部门核准的内容为准，修订后的《公司 章程》同日在上海证券交易所网站（www.sse.com.cn）予以披露。 特此公告。 二、修订《公司章程》部分条款的相关情况 基于上述注册资本和股本总数的变更情况，根据《中华人民共和国公司法》 《上市公司章程指引》《上海证券交易所股票上市规则》等相关规定，结合公司 实际情况，现拟对《兴通海运股份有限公司章程》（以下简称"《公司章程》"） 的相应条款进行修订，具体修订内容如下： 变更条款 原章程条款 修改后条款 第七条 公司注册资本为人民币 28,000 万元。 公司注册资本为人民币 32,500 万元。 公司股份总数为 28,000 万股，全部为 公司股份总数为 32,500 万股，全部为 第二十条 普通股，每股面值 1 元。 普通股，每股面值 1 元。 除上述条 ...

Core Viewpoint - The company has announced an adjustment to the amount of funds to be invested in its fundraising projects based on the actual funds raised from the issuance of A-shares, ensuring that the use of funds remains unchanged and does not require shareholder approval [1][5][6] Fundraising Overview - The company issued 45,000,000 A-shares at a price of RMB 14.28 per share, raising a total of RMB 642.6 million, with a net amount of RMB 632.77 million after deducting issuance costs of RMB 9.83 million [1][2] - The total amount planned for investment in fundraising projects is RMB 119.42 million, with a net amount intended for use from fundraising of RMB 112.42 million [2][3] Adjustment of Fund Investment Amount - Due to the actual net amount raised being lower than the originally planned investment amount, the company will adjust the investment amounts for the fundraising projects without changing the intended use of the funds [3][5] - The adjustment will be made according to the actual needs of the projects, with any shortfall to be covered by the company's own funds [2][3] Impact of Adjustment - The adjustment is a prudent decision based on the actual situation of fundraising and project implementation, ensuring no change in the intended use of funds and protecting the interests of all shareholders, especially minority shareholders [5][6] - The company will enhance supervision over the construction of fundraising projects and the use of funds to improve the efficiency of fund utilization [5] Review Process - The adjustment was approved during the company's board and supervisory meetings held on June 16, 2025, following necessary decision-making procedures [5][6] - Both the supervisory board and the sponsor have confirmed that the adjustment complies with relevant regulations and does not adversely affect the normal use of the funds [5][6]

Meeting Overview - The second meeting of the second supervisory board of Xingtong Shipping Co., Ltd. was held on June 16, 2025, with all three supervisors present [1][2] - The meeting was convened in accordance with relevant laws, regulations, and the company's articles of association [1] Resolutions Passed - The supervisory board approved the adjustment of the proposed investment amount for fundraising projects, confirming that the decision followed necessary procedures and would not adversely affect the normal use of raised funds [1][2] - The board also approved the use of raised funds to replace self-raised funds that were previously invested in fundraising projects and to cover issuance costs, ensuring compliance with legal requirements and benefiting the company's operations [2] - A resolution was passed to change the registered capital from 280 million yuan to 325 million yuan following a specific issuance of A-shares, with the total number of shares increasing correspondingly, and the company's articles of association will be revised accordingly [2][3] Voting Results - All resolutions received unanimous approval with 3 votes in favor, and no votes against or abstentions [2][3] - The resolution regarding the change in registered capital requires submission to the shareholders' meeting for further approval [3]

General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company was established as a joint-stock company and registered with the local market supervision authority, with a unified social credit code [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 50 million shares on February 10, 2022, and was listed on the Shanghai Stock Exchange on March 24, 2022 [2][3] Company Structure - The registered capital of the company is RMB 325 million [3] - The company is a permanent joint-stock company, and its assets are divided into equal shares, with shareholders bearing responsibility limited to their subscribed shares [3][4] - The company has established a party organization to play a leading role in its operations [2][3] Business Objectives and Scope - The company's business objective is to create value and pursue excellence by focusing on customer needs and providing safe, efficient, and reliable services [3][4] - The company is engaged in various licensed activities, including waterway transportation of hazardous goods and domestic ship management [4] Share Issuance - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [5][6] - The total number of shares issued by the company is 325 million, all of which are ordinary shares with a par value of RMB 1 per share [5][6] Shareholder Rights and Obligations - Shareholders have the right to receive dividends and participate in decision-making processes, including attending and voting at shareholder meetings [11][12] - Shareholders holding more than 5% of voting shares must report any pledges of their shares to the company [14] 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 [48] - Shareholder meetings must be announced at least 20 days in advance for annual meetings and 15 days for temporary meetings [59][60] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [80][82] - The company must ensure that the voting process is transparent and that the results are disclosed promptly [83]

Core Viewpoint - Xingtong Co., Ltd. has completed its private placement after more than two years, but the fundraising amount has significantly decreased, with actual fundraising shrinking by approximately 44% [1][3]. Fundraising Details - The original plan was to raise 11.24 billion yuan, but the actual amount raised was 6.33 billion yuan, resulting in a net decrease of 4.91 billion yuan [1][3]. - The "LPG shipbuilding project" originally planned to use 175 million yuan but was adjusted to 0 yuan [1][3]. - The "stainless steel chemical shipbuilding project" had a total investment of 719 million yuan, with the planned fundraising amount adjusted from 649 million yuan to 453 million yuan [3]. Company Performance - In Q1 2025, the company reported revenue of 382 million yuan, a year-on-year decrease of 0.84%, and a net profit of 73.76 million yuan, down 4.75% year-on-year, marking the first decline in both revenue and profit since its listing [2][10][11]. - The gross margin for Q1 2025 fell to 31.95%, compared to 32.25% in the same period last year [11]. - The company has experienced a decline in performance after maintaining high-speed growth since its listing in March 2022 [8][10]. Shareholding Structure - The actual controller, Chen Qilong, subscribed for 3.5084 million shares, amounting to 50.1 million yuan, completing the subscription target "just in time" [1][5]. - Following the issuance, the shareholding ratio of the controlling shareholder and its concerted actors decreased from 34.56% to 30.86%, a reduction of 3.70% [5]. Market Position - As of the end of 2024, Xingtong Co., Ltd. operated 37 vessels, with a total carrying capacity of 429,500 deadweight tons, holding nearly 16% of the coastal inter-provincial liquid chemical transportation market [9]. - The company plans to launch at least 12 stainless steel chemical vessels from 2025 to 2027, which will enhance its international competitiveness and influence [9].

Group 1 - The company held its 28th meeting of the second board on June 16, 2025, with all 11 directors present, and the meeting was conducted in accordance with relevant regulations [2][4] - The board approved several resolutions, including adjustments to the proposed investment amounts for fundraising projects, which do not require shareholder meeting approval [3][5][7] - The company plans to hold its second extraordinary general meeting of 2025 on July 2, 2025, to discuss various matters [11][12] Group 2 - The supervisory board also convened on June 16, 2025, with all three supervisors present, and approved similar resolutions regarding the adjustment of fundraising project amounts [13][15] - The supervisory board confirmed that the adjustments would not adversely affect the normal use of the raised funds and comply with relevant laws [14][18] Group 3 - The company announced the adjustment of the proposed investment amounts for fundraising projects, stating that the actual net fundraising amount was RMB 632,767,998.06 after deducting issuance costs [23][24] - The adjustments were made to ensure the smooth implementation of fundraising projects without changing the intended use of the funds [26][28] Group 4 - The company plans to use RMB 455,452,145.79 of the raised funds to replace pre-invested self-raised funds for fundraising projects and to cover issuance costs [34][36] - The company has established a special account for the management of raised funds to protect investor interests [24][35] Group 5 - The company will change its registered capital from RMB 280 million to RMB 325 million following the issuance of new shares [41][42] - The amendments to the company's articles of association will be submitted for shareholder approval [42] Group 6 - The company has scheduled its second extraordinary general meeting for July 2, 2025, with provisions for both on-site and online voting [45][46] - The meeting will address various resolutions that have already been approved by the board and supervisory board [47]

RSM 容诚 关于兴通海运股份有限公司 以自筹资金预先投入募集资金投资项目 及支付发行费用的鉴证报告 兴通海运股份有限公司 容诚专字[2025]361Z0429号 容诚会计师事务所(特殊普通合伙) 中国 · 北京 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台〈http:// ac.mof.gov.cn] 您可使用手机"扫一扫"或进入"注册会计师行业统一监管平台〈http:// 报告编码: 京25WQPCTT 目 录 | | 1 | 1 | . | | | | --- | --- | --- | --- | --- | --- | | . | | | | | | | 以自筹资金预先投入募集资金投资项目及支付发 | 1-3 | | --- | --- | | 行费用鉴证报告 | | 以自筹资金预先投入募集资金投资项目及支付发 2 4-6 行费用专项说明 财 7180 F 容诚专字[2025]361Z0429号 兴通海运股份有限公司全体股东: 我们审核了后附的兴通海运股份有限公司(以下简称兴通股份公司)管理层编 制的《关于以自筹资金预先投入募集资金投资项目及支付发行费用的专项说明》。 一、对报告使用者和 ...

中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为兴通海 运股份有限公司（以下简称"兴通股份"或"公司"）2023 年度向特定对象发行 A 股股票（以下简称"本次发行"）的保荐人，根据《证券发行上市保荐业务管 理办法》《上市公司募集资金监管规则》《上海证券交易所股票上市规则》《上海 证券交易所上市公司自律监管指引第 1 号——规范运作》等规定，对兴通股份调 整募投项目拟投入募集资金金额进行了核查，并出具核查意见如下： 一、募集资金基本情况 经中国证券监督管理委员会《关于同意兴通海运股份有限公司向特定对象发 行股票注册的批复》（证监许可〔2024〕926 号）文件核准，公司向特定对象发 行人民币普通股股票（A 股）45,000,000 股，发行价格为每股 14.28 元。本次发 行募集资金总额为人民币 642,600,000.00 元，扣除发行费用人民币 9,832,001.94 元（不含增值税）后，实际募集资金净额为人民币 632,767,998.06 元。上述募集 资金到位情况已经容诚会计师事务所（特殊普通合伙）审验并出具了《验资报告》 （容诚验字[2025]361Z0018 号）。 为规范公司募 ...