Core Viewpoint - The announcement details a judicial transfer of shares from Jiangxi Mubang New Energy Holdings to Tongling High-tech Qihang Equity Investment Partnership, which is currently in the enforcement stage due to the failure to fulfill the share transfer agreement [1][2][10]. Group 1: Share Transfer Details - The controlling shareholder, Jiangxi Mubang New Energy Holdings, signed a share transfer agreement on January 5, 2024, to transfer 17,816,994 shares, representing 5.2% of the company, to Tongling High-tech Qihang [1][2]. - The total transfer price is capped at 364 million yuan, with specific payment arrangements outlined in the agreement [6][8]. - Following the transfer, Jiangxi Mubang New Energy Holdings' shareholding will decrease from 87,540,610 shares (20.19%) to 69,723,616 shares (16.08%), while Tongling High-tech Qihang will hold 17,816,994 shares (4.11%) [3][4]. Group 2: Obligations and Conditions - Tongling High-tech Qihang is prohibited from transferring the shares for three years after becoming a shareholder, with a right of first refusal for the actual controller, Liao Zhiyuan, if a transfer is needed afterward [2][9]. - If the market value of the shares falls below 364 million yuan at the time of transfer, Jiangxi Mubang New Energy Holdings must refund the difference [8][10]. - The agreement includes provisions for stock pledges to secure the transfer, with specific conditions for the release of these pledges [7][8]. Group 3: Legal and Compliance Aspects - The transfer is currently under judicial enforcement due to Jiangxi Mubang New Energy Holdings' failure to fulfill its obligations under the share transfer agreement [2][10]. - The agreement stipulates that both parties must maintain consistent voting rights for the shares during the three-year period [9][10].

证券代码：603398 证券简称：*ST 沐邦 公告编号：2025-076 江西沐邦高科股份有限公司 关于控股股东前期签署协议转让暨当前司法划转的补充 提示性公告 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。 重要内容提示: 本次权益变动为司法划转，不涉及二级市场减持。 江西沐邦高科股份有限公司（以下简称"公司"）控股股东江西沐邦新能 源控股有限公司（以下简称"沐邦新能源控股"）2024 年 1 月 5 日与铜陵高新企 航股权投资合伙企业(有限合伙)(以下简称"高新企航"或"受让方")签署了《股 权转让合同》，约定沐邦新能源控股向高新企航转让其持有上市公司合计 17,816,994 股（占当时上市公司总股本的 5.20%）。《股权转让合同》签署之后， 沐邦新能源控股未能履行合同约定，受让方申请法院仲裁执行，将上述 17,816,994 股（占目前上市公司总股本的 4.11%）司法划转。 《股权转让合同》约定，高新企航自签署本协议并生效之日起三年内（取 得上市公司股票成为股东后），在行使股东表决权时，承诺与沐邦新能源控股 ...

江西沐邦高科股份有限公司（以下简称"公司"）于 2025 年 6 月 5 日收到上 海证券交易所下发的《关于对江西沐邦高科股份有限公司控股股东股份司法处置 事项的监管工作函》（上证公函【2025】0768 号，以下简称"《监管工作函》"）。 公司积极组织相关人员对《监管工作函》所涉及的问题进行讨论、核查，现对《监 管工作函》所涉问题进行逐项核实与回复。 问题一、公告显示，2024 年 1 月 5 日，控股股东沐邦新能源控股与铜陵高 新企航股权投资合伙企业(有限合伙)(以下简称"高新企航")签署《股权转让合同》， 约定沐邦新能源控股向高新企航转让其持有的上市公司 5.2%股权，合计 17,816,994 股，转让价款不超过 3.64 亿元，股权转让方承诺如股份转让交割日的 基准价格对应的股票市值低于 3.64 亿元，则转让方需退还差额部分。沐邦新能 源控股承诺最晚于 2024 年第一季度前，向高新企航转让上述股权。请公司及相 关股东全面核实前述股份转让事项的发生时间、转让背景、交易作价、交易安 排等事项，并依规补充履行信息披露义务。 公司回复： （一）发生时间 证券代码：603398 证券简称：*ST 沐邦 公 ...

Core Viewpoint - *ST Muban (Muban High-Tech) reported a significant decline in revenue and a substantial net loss for 2024, raising concerns about its financial health and operational integrity [1][2]. Revenue Recognition and Accounting Issues - The company experienced a drastic revenue drop of 83.24% year-on-year, with total revenue reported at 277 million yuan and a net loss of 1.162 billion yuan [1]. - Two accounting errors led to adjustments in revenue recognition, particularly in the toy raw material sales, where revenue was changed from gross to net method, resulting in a revenue decrease of approximately 46.99 million yuan [2]. - The adjustment was due to a reassessment of the business model, where the company acted as an agent rather than a principal, affecting the revenue structure and client relationships [2]. Related Party Transactions and Fairness Concerns - The fairness of related party transactions was questioned, particularly regarding the sale of silicon rods by a subsidiary at prices significantly higher than those of non-related parties, leading to a revenue adjustment of 11.84 million yuan [3]. - A familial relationship between the actual controllers of the involved companies was not initially disclosed, raising further concerns about transparency [3]. Financial Health and Cash Flow Challenges - As of the end of 2024, the company had cash and cash equivalents of 261 million yuan, with 70.29 million yuan frozen, against total liabilities of 2.599 billion yuan, resulting in a high debt-to-asset ratio of 73.58% [4]. - The company faced significant short-term debt pressure, with current liabilities of 2.065 billion yuan compared to current assets of only 740 million yuan [4]. - Operating cash flow turned negative at -217 million yuan, while cash payments for goods and services increased to 448 million yuan, indicating cash flow strain [4]. Frequent Financing Activities and Investment Risks - The company engaged in frequent financing activities, receiving 2.505 billion yuan and paying out 2.612 billion yuan related to financing, primarily from non-financial institutions, to manage debt and operational needs [5]. - Investment impairment risks were highlighted, with the company recognizing impairments of approximately 39.94 million yuan and 95.66 million yuan for two major projects due to industry overcapacity and underperformance [5]. - The company is attempting to alleviate financial pressures through improved collection efforts and procurement strategies, but ongoing industry challenges remain a concern for its operational turnaround [5].

Jiangxi Mubang High-Tech Co., Ltd. 2025 Semi-Annual Pre-Loss Announcement [Current Period Performance Forecast](index=1&type=section&id=Item%201.%20Current%20Period%20Performance%20Forecast) The company forecasts a net loss for H1 2025, narrowing from the prior year, with attributable net profit between -RMB 180 million and -RMB 150 million, based on unaudited preliminary estimates Estimated Performance for H1 2025 | Metric | Estimated Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders | -180.00 million to -150.00 million | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-Recurring Items) | -180.00 million to -148.00 million | - This performance forecast is based on the company's preliminary financial department estimates and has not been audited by a certified public accountant[3](index=3&type=chunk) [Prior Period Performance Review](index=1&type=section&id=Item%202.%20Prior%20Period%20Performance%20Review) In H1 2024, the company reported a net loss, with attributable net profit of -RMB 213 million, non-recurring adjusted attributable net profit of -RMB 217 million, and basic EPS of -RMB 0.53 H1 2024 Performance | Metric | H1 2024 Amount (RMB) | | :--- | :--- | | Net Profit Attributable to Parent Company Shareholders | -213.11 million | | Net Profit Attributable to Parent Company Shareholders (Excluding Non-Recurring Items) | -216.83 million | | Earnings Per Share | -0.53 | [Analysis of Performance Changes](index=1&type=section&id=Item%203.%20Analysis%20of%20Performance%20Changes) Current period losses stem from external market conditions, internal costs, and inventory issues, including intensified competition in the photovoltaic industry, declining product prices, rising manufacturing costs, and significant inventory impairment provisions for silicon wafer/rod business - Gross profit from main operations significantly declined due to continuous price drops in the photovoltaic industry chain and intense competition, with average prices for polysilicon and silicon wafers falling sharply, and silicon wafer price declines exceeding polysilicon[5](index=5&type=chunk) - Manufacturing costs increased, primarily due to year-over-year rises in electricity and crucible prices[5](index=5&type=chunk) - During the reporting period, inventory impairment provisions for the company's silicon wafer (silicon rod) business significantly increased[5](index=5&type=chunk) [Risk Warning and Other Notes](index=2&type=section&id=Item%204.%20Risk%20Warning) Management emphasizes that this unaudited preliminary performance forecast may differ from final audited financial data, which will be fully disclosed in the 2025 semi-annual report, urging investors to exercise caution - This performance forecast is a preliminary estimate by the company's financial department, unaudited by a certified public accountant, and its accuracy is uncertain[6](index=6&type=chunk) - Specific financial data will be detailed in the company's 2025 semi-annual report, advising investors to be aware of investment risks[7](index=7&type=chunk)

Core Viewpoint - Jiangxi Mubang High-tech Co., Ltd. has faced significant financial challenges in 2024, reporting a revenue of 277 million yuan, a decrease of 83.24% year-on-year, and a net loss of 1.162 billion yuan, indicating severe operational issues and internal control deficiencies [2][3]. Financial Performance - The company reported a total revenue of 277.14 million yuan for 2024, with a notable decline in both photovoltaic and toy businesses, where photovoltaic revenue was 241.60 million yuan (87.17% of total) and toy revenue was 35.54 million yuan (12.83% of total) [4]. - The discrepancy between the reported revenue and the forecasted revenue was 70.88 million yuan, primarily due to adjustments in revenue recognition methods [4][14]. Revenue Recognition Issues - The company has made multiple corrections to its revenue recognition practices, particularly in the toy raw materials segment, shifting from a gross method to a net method, which resulted in a revenue adjustment of 46.99 million yuan [6][19]. - Significant internal control deficiencies were identified, particularly in customer management and revenue recognition, leading to the need for substantial corrections in financial reporting [2][3]. Related Party Transactions - The company disclosed that sales to related party Qiongcheng Qifeng Company were conducted at prices significantly above market rates, leading to a revenue adjustment of 11.84 million yuan due to the recognition of unearned revenue [15][16]. - The relationship between the actual controllers of the company and its related parties raised concerns about the fairness of transaction pricing, prompting further scrutiny and adjustments [15][16]. Internal Control and Audit Findings - The annual audit revealed that the company had not adequately considered the implications of related party transactions on its financial statements, necessitating corrections to previously reported figures [17][24]. - The audit process included a thorough review of contracts, sales invoices, and customer confirmations to ensure the accuracy of reported revenues and the legitimacy of transactions [24][25]. Customer Management and Credit Policies - The company has implemented flexible credit policies to maintain relationships with customers amid a challenging market environment, which has led to discrepancies between agreed settlement periods and actual payment timelines [13][14]. - The company reported a significant reduction in accounts receivable, amounting to 32.04 million yuan, indicating improved collection efforts [13]. Business Model Adjustments - The toy raw materials trading business has been characterized by a high degree of market competition, leading to adjustments in revenue recognition practices to align with industry standards [19][21]. - The company operates through subsidiaries that manage procurement and sales, with varying degrees of control over inventory and pricing, impacting how revenue is recognized [19][20].

关于江西沐邦高科股份有限公司 2024 年年度报告的信息披露监管问询函的部分回复 大华核字[2025]0011006471 号 2024 年年度报告的信息披露监管问询函的部分回复 大 华 会 计 师 事 务 所 (特 殊 普 通 合 伙 ) DaHuaCertifiedPublicAccountants（SpecialGeneralPartnership） 关于江西沐邦高科股份有限公司 目录 页次 一、 关于江西沐邦高科股份有限公司 2024 年年度 报告的信息披露监管问询函的部分回复 1-58 大华会计师事务所（特殊普通合伙） 北京市海淀区西四环中路 16 号院 7 号楼 12 层[100039] 电话：86(10)58350011 传真：86(10)58350006 www.dahua-cpa.com 关于江西沐邦高科股份有限公司 2024 年年度报告的信息披露监管问询函的部分回复 大华核字[2025]0011006471 号有关财务事项说明 关联关系或其他潜在利益安排并补充说明前期回函中与客户约定结算周期和实 际账期差异较大的原因，是否存在虚构业务循环、不当确认收入的情形； （2）具体列示与共青城奇峰开 ...

Group 1 - The company estimates the Levered Beta for Inner Mongolia Haoan Energy Technology Co., Ltd. to be 1.4592 based on its capital structure ratio [1] - The expected equity return rate calculated using the CAPM formula is 12.09%, with a risk-free rate of 1.68%, a market risk premium of 5.76%, and a specific risk of 2% [2][30] - The weighted average cost of capital (WACC) for Inner Mongolia Haoan Energy Technology Co., Ltd. is determined to be 9.49% [3] Group 2 - The recoverable amount of the long-term asset group for Inner Mongolia Haoan Energy Technology Co., Ltd. is assessed to be 51,712.67 million yuan as of December 31, 2024 [6] - The impairment test indicates that the carrying amount of the long-term asset group is 66,106.15 million yuan, with the recoverable amount being higher than the present value of future cash flows [6][33] Group 3 - The company is currently constructing a 5,000-ton intelligent silicon purification recycling project, which has faced challenges due to substandard trial production results and a downturn in the photovoltaic industry [7][10] - The project aims to reduce the absolute consumption of polysilicon raw materials and achieve a green circular economy by recycling silicon waste [11] Group 4 - The company plans to continue the construction of a 10,000-ton intelligent silicon purification recycling project, which aligns with its strategic goal of cost reduction across the industry chain [34] - The second-generation purification furnace has been developed, showing significant improvements in energy consumption and production efficiency compared to the first generation [35] Group 5 - The company has signed agreements for multiple projects, including a 5GW N-type high-efficiency battery chip production base and a 16GW N-type high-efficiency single crystal silicon rod project, with significant investments planned [37][39] - The company is currently facing challenges in project execution due to market conditions and is in discussions with local governments regarding project adjustments [40] Group 6 - The company has made substantial prepayments for raw materials and services, which are essential for its operational needs, and these prepayments are aligned with industry practices [44][50] - The company is under audit scrutiny regarding its prepayment practices and the potential for funds to flow to related parties, with ongoing evaluations to ensure compliance with accounting standards [56][57] Group 7 - The investment in Jiangxi Donglin Investment Co., Ltd. is aimed at securing a stable supply chain for silicon materials, which is critical for the company's production of silicon rods and wafers [61][63] - The collaboration with Jiangxi Donglin is expected to enhance operational efficiency and provide strategic support for the company's long-term development in the photovoltaic industry [64]

Core Viewpoint - Jiangxi Mubang High-tech Co., Ltd. is under scrutiny from the Shanghai Stock Exchange regarding its 2024 annual report, particularly concerning the misuse of raised funds and significant internal control deficiencies, leading to substantial financial discrepancies and losses. Fund Misuse and Internal Control Issues - The company reported a significant misuse of raised funds amounting to 219.20 million yuan, which was used improperly for repaying bank loans and supplier debts through related party transactions [1][2][3] - Internal control audit revealed major deficiencies, with the internal control evaluation report indicating a non-financial report internal control defect involving 288.58 million yuan [1][2] - The company has faced multiple instances of fund freezing and judicial seizure, raising concerns about its financial management practices [1] Revenue Recognition and Financial Discrepancies - The company reported a revenue of 277.7 million yuan for the period, a drastic decrease of 83.24% year-on-year, resulting in a net loss of 1.162 billion yuan [4][5] - There were multiple corrections to accounting errors related to revenue recognition, particularly in the sales of toy raw materials and silicon wafers, leading to significant adjustments in reported figures [4][5][6] - The company acknowledged that the sales to related party Qiongcheng Qifeng Company were at inflated prices, necessitating a revenue adjustment of 118.41 million yuan due to the unreasonableness of the transaction [5][6][7] Supplier Relationships and Transaction Validity - The company is required to disclose detailed information about its top ten suppliers, including their relationships, contract details, and payment terms, to ensure transparency in its procurement processes [3][4] - The company has been instructed to clarify the commercial substance of transactions with related parties and ensure that all financial disclosures align with actual business practices [3][4][5] Adjustments in Accounting Practices - The company has shifted its accounting method for certain transactions from gross to net recognition, particularly in the ABS plastic trade, which has led to significant changes in reported revenue figures [8][9][10] - The adjustments in accounting practices were made to comply with accounting standards, ensuring that revenue recognition reflects the true nature of the transactions [8][9][10] Financial Position and Future Actions - As of the latest report, the company has a cash balance of approximately 687.57 million yuan, with significant receivables and inventory levels indicating ongoing liquidity challenges [18] - The company is expected to implement corrective measures to address the identified internal control deficiencies and ensure compliance with regulatory requirements moving forward [1][2][3]

证券代码：603398 证券简称：*ST 沐邦 公告编号：2025-074 江西沐邦高科股份有限公司 二、以表格形式分项列示截至目前各募集资金账户的资金流情况，包括分 别用于原募投项目用途、临时补充流动资金、被挪用于其他用途的募集资金金 额及实际去向，累计发生的各次冻结、司法划扣事项及后续解冻情况，账户当 前资金余额及受限情况等，并全面自查公司所有资金账户是否存在其他应披露 未披露的资金使用受限情形，是否存在公司募集资金或自有资金或被利益相关 方期间/期末占用、挪用的情形，临时补流资金能否按期归还，如否，公司拟采 取的应对措施。 三、列示本期募投项目前十名供应商的基本情况，包括但不限于供应商名 称、关联关系、合同签署时间、采购类型及金额、定价及支付结算方式、资产 入库时间、期末履约进度、是否存在付款退回或流向其他关联方情形，说明采 购内容是否具备商业实质，和所属募投项目建设进度、产能等的匹配性，相关 采购相应资金是否存在通过募投项目变相流入控股股东及其关联方或利益相关 方的情形。 关于上海证券交易所《关于江西沐邦高科股份有限公司 2024 年年度报告的信息披露监管问询函》的部分回复公告 本公司董事会及全体董事 ...