Core Viewpoint - Baili Technology (603959) is facing a significant event as its controlling shareholder, Xizang Xinhai New Venture Capital Co., Ltd., is set to auction 48.0788 million shares, representing approximately 9.81% of the company's total share capital, due to a debt-related court ruling [1][3]. Group 1: Auction Details - The first auction of the shares is scheduled from October 16, 2025, to October 17, 2025 [3]. - The shares being auctioned are part of a collateral for a trust loan debt of 302 million yuan that was successfully acquired by Hunan Pailer Technology Co., Ltd. [3]. - Hunan Pailer previously acquired 10 million shares (2.04% of total shares) through a prior auction held on September 25-26, 2024 [4]. Group 2: Financial Performance - Baili Technology has been experiencing continuous losses, with a reported revenue of 515 million yuan in the first half of 2025, a decrease of 8.24% year-on-year [4]. - The net loss for the same period was approximately 52.1 million yuan, primarily due to a reduction in new business orders and a slowdown in signed projects [4]. - If the current auction is successful, the controlling shareholder's stake will decrease to 58.0264 million shares, approximately 11.83% of the total share capital [4]. Group 3: Company Background - Baili Technology, originally established as Baling Petrochemical Design Institute, expanded into the new energy equipment sector through acquisitions, including the full acquisition of Baili Lithium Battery in 2017 [4]. - The company's main business includes engineering consulting, process package development, and smart production line integration [4].

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: 证券代码：603959 证券简称：百利科技 公告编号：2025-072 湖南百利工程科技股份有限公司 关于控股股东所持部分股份将被司法拍卖的提示性公告 本次拟拍卖的股份为公司控股股东新海新持有的公司 48,078,800 股 无限售流通股，约占公司总股本的 9.81%。 湖南百利工程科技股份有限公司董事会 二〇二五年九月十二日 2025 年 5 月 28 日，湖南派勒与派勒经开签署了相关债权协议，派勒经开将 上述债权让渡给予了湖南派勒。湖南派勒近期申请执行上述债权纠纷一案，北京 金融法院在执行过程中对被执行人新海新持有的公司 48,078,800 股股票进行处 置，上述执行标的物已进入拍卖程序。 北京金融法院将在京东网司法拍卖网络平台（网址：http://sifa.jd.com/） 上对上述标的物组织拍卖，第一次拍卖时间：2025 年 10 月 16 日上午 10 时—2025 年 10 月 17 日上午 10 时(延时除外）。 二、控股股东股份之前被司法拍 ...

Core Viewpoint - Baili Technology (603959) announced that the Beijing Financial Court will auction 48.0788 million unrestricted circulating shares held by its controlling shareholder, Tibet Xinhai New Venture Capital Co., Ltd., which accounts for 9.81% of the company's total share capital [1] Summary by Relevant Sections - Auction Details - The first auction is scheduled from October 16, 2025, at 10:00 AM to October 17, 2025, at 10:00 AM (subject to extension) [1]

Group 1 - The stock of Baile Technology (603959) reached the daily limit, with a turnover rate of 10.55% and a transaction amount of 290 million yuan, showing a fluctuation of 10.70% [2] - The stock was listed on the Shanghai Stock Exchange's daily limit deviation list due to a deviation value of 10.57%, with a net purchase of 44.1175 million yuan from brokerage seats [2] - The top five brokerage seats accounted for a total transaction of 112 million yuan, with a buying amount of 78.1217 million yuan and a selling amount of 34.0042 million yuan, resulting in a net purchase of 44.1175 million yuan [2] Group 2 - In the past six months, the stock has appeared on the daily limit list six times, with an average price increase of 1.95% the next day and an average increase of 10.12% over the following five days [2] - The stock saw a net inflow of 107 million yuan from main funds today, with a significant single net inflow of 121 million yuan, while large single funds experienced a net outflow of 14.161 million yuan [2] - Over the past five days, the main funds have seen a net inflow of 64.9106 million yuan [2] Group 3 - The company reported a revenue of 515 million yuan for the first half of the year, a year-on-year decrease of 8.24%, and a net profit of -52.0983 million yuan [3] - The top buying brokerage seats included Kaiyuan Securities with a purchase amount of 24.5444 million yuan and Changjiang Securities with 22.7348 million yuan [3] - The top selling brokerage seat was CITIC Securities, with a selling amount of 7.9367 million yuan [3]

重要内容提示： 会议延期后的召开时间：2025 年 10 月 31 日 一、 原股东大会有关情况 证券代码：603959 证券简称：百利科技 公告编号：2025-071 湖南百利工程科技股份有限公司 关于2025年第三次临时股东大会的延期公告 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。 网络投票的起止时间：自2025 年 10 月 31 日 1. 原股东大会的类型和届次 2025年第三次临时股东大会 | 股份类别 | 股票代码 | 股票简称 | 股权登记日 | | --- | --- | --- | --- | | Ａ股 | 603959 | 百利科技 | 2025/9/10 | 二、 股东大会延期原因 因会议统筹安排等原因，公司决定将 2025 年第三次临时股东大会延期至 2025 年 10 月 31 日 15 点召开。本次临时股东大会的延期符合《上市公司股东 2. 原股东大会召开日期：2025 年 9 月 16 日 3. 原股东大会股权登记日 会规则》、《上海证券交易所股票上市规则》等相关法律、法规和《公司章程》的 规 ...

Core Points - Hunan BaiLi Engineering Science and Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company is registered with a capital of RMB 490,298,992 and is located in Yueyang Economic and Technological Development Zone [2][3] - The company aims to prioritize quality and reputation, optimize resource allocation, enhance competitiveness, and improve economic efficiency [3] Company Structure - The company is governed by a board of directors, with the chairman serving as the legal representative [2][3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [2][3] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [3] Business Scope - The company's business scope includes construction engineering design, printing services, intelligent control system integration, industrial automation control system manufacturing, engineering cost consulting, and various technical services [3][4] Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [4][5] - The total number of shares issued by the company is 490,298,992, all of which are ordinary shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [11][12] - Shareholders are required to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [15][16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [17][18] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [23][24] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with different voting thresholds required for each type [79][80] - Ordinary resolutions require a majority of the voting rights present, while special resolutions require two-thirds of the voting rights present [79][80]

Core Points - The document outlines the regulations and guidelines for independent directors at Hunan Baile Engineering Technology Co., Ltd, emphasizing their independence and responsibilities [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act independently and fulfill their duties with loyalty and diligence towards the company and all shareholders [1][2] - Independent directors play a crucial role in decision-making, supervision, and providing professional advice to protect the interests of minority shareholders [2][3] Group 2: Qualifications and Independence Requirements - Independent directors must meet specific qualifications, including having at least five years of relevant experience and a good personal reputation [3][4] - They should not have any significant relationships or interests that could compromise their independence, including family ties or substantial shareholdings in the company [4][5] - The company must ensure that independent directors maintain their independence and conduct annual self-assessments [4][5] Group 3: Nomination and Election Process - Independent directors can be nominated by the board, audit committee, or shareholders holding more than 1% of the company's shares [5][6] - The nomination process requires thorough vetting of candidates to ensure they meet the independence criteria and have no disqualifying records [5][6] - The election of independent directors must be conducted transparently, with cumulative voting for multiple positions [6][7] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance board decision-making [10][11] - They have special powers, including the ability to hire external consultants and propose meetings to address significant issues [10][11] - Independent directors must document their opinions on board resolutions and ensure transparency in their dissenting views [12][13] Group 5: Support and Communication - The company is required to provide necessary resources and support for independent directors to perform their duties effectively [17][18] - Independent directors should have equal access to information as other board members and be kept informed about the company's operations [17][18] - Regular communication with minority shareholders is encouraged to ensure their interests are represented [17][18] Group 6: Reporting and Accountability - Independent directors must submit annual reports detailing their activities and the fulfillment of their responsibilities [16][19] - They are obligated to report any impediments to their duties and can escalate issues to regulatory bodies if necessary [16][19] - The company must ensure that independent directors are compensated appropriately for their roles, with clear disclosure in annual reports [19][20]

Core Viewpoint - The company has established a comprehensive system for external guarantees to protect investors' rights and prevent risks associated with external guarantees, ensuring the safety of company assets [1][2]. Group 1: External Guarantee Management - The company implements unified management of external guarantees, requiring board or shareholder approval for any guarantee contracts [2][4]. - Directors and senior management must exercise caution and strictly control the debt risks arising from guarantees, bearing joint liability for any losses from violations [2][4]. - The company can only provide guarantees to entities with independent legal status that meet specific criteria, including strong repayment capabilities [4][8]. Group 2: Approval Procedures - The highest decision-making body for external guarantees is the shareholders' meeting, with the board exercising decision-making authority based on the company's articles of association [8][15]. - Guarantees exceeding 10% of the company's latest audited net assets or 50% of total assets require shareholder approval [8][9]. - The board must conduct thorough credit assessments of the guarantee applicants before making decisions [10][11]. Group 3: Risk Prevention Measures - The company must take necessary measures, such as requiring counter-guarantees, to mitigate risks when providing guarantees [4][12]. - The company is obligated to disclose any guarantees provided, including total amounts and their relation to the latest audited net assets [17][18]. - In cases where the guaranteed party fails to fulfill their debt obligations, the company must initiate recovery procedures promptly [36][38]. Group 4: Responsibilities and Penalties - The company and its subsidiaries must strictly adhere to the established system for external guarantees, with penalties for those who violate procedures [49][50]. - Financial planning department staff or other responsible parties who fail to fulfill their duties or violate regulations may face economic penalties or administrative sanctions [52][53]. - The company must ensure that any guarantees provided do not exceed the agreed-upon limits and must take action if risks are identified [16][41].

Core Viewpoint - The company aims to establish a scientific, sustainable, and stable profit distribution mechanism to protect the legitimate rights and interests of small and medium investors while ensuring continuous and stable profit distribution policies [1] Profit Distribution and Cash Dividend Policy - The company emphasizes reasonable returns to investors and aims for a continuous and stable profit distribution policy that considers sustainable development [2] - Profit distribution can be in cash, stock, or a combination, with a preference for cash dividends when conditions allow [2][3] - The company will prioritize cash dividends if there are no major investment plans or significant cash expenditures [2][4] - The company’s profit distribution must not exceed the cumulative distributable profit and should not harm its ongoing operational capacity [2] Annual Profit Allocation - The annual after-tax profit distribution follows a specific order: covering previous losses, allocating statutory reserve funds, discretionary reserve funds, and paying ordinary stock dividends [2][3] - The statutory reserve fund is set at 10% of after-tax profits until it reaches 50% of the registered capital [2] Cash Dividend Proportions - For mature companies without major expenditures, cash dividends should constitute at least 80% of the profit distribution [3] - For mature companies with significant expenditures, this proportion should be at least 40% [3] - For growth-stage companies with major expenditures, the cash dividend proportion should be at least 20% [3] Conditions for Not Distributing Cash Dividends - The company may refrain from cash dividends under certain conditions, such as planned investments exceeding 50% of net assets or total assets, negative net cash flow, or a net asset return rate below 6% [4][5] Cash Dividend Policy Goals - The company aims to distribute at least 20% of the annual distributable profit in cash and a cumulative total of at least 30% of the average annual distributable profit over three consecutive years [5][6] Shareholder Return Planning - The board should focus on long-term sustainable development and establish a three-year dividend plan, which will be evaluated every three years [6][7] Dividend Decision-Making Mechanism - The board must propose a profit distribution plan that requires majority approval and independent director consent, ensuring thorough discussion with shareholders, especially minority shareholders [7][8] Supervision and Disclosure - The audit committee will supervise the execution of cash dividend policies and ensure compliance with decision-making procedures and information disclosure [9] - The company must disclose detailed information about its cash dividend policy and shareholder return planning in its annual report [9][10]

Core Viewpoint - Hunan Baili Engineering Technology Co., Ltd. reported a decline in revenue and net profit for the first half of 2025, with a focus on the challenges and opportunities in the new energy and petrochemical industries [1][2]. Company Overview and Financial Indicators - The company reported operating income of CNY 514.81 million, a decrease of 8.24% compared to the same period last year [2]. - Total profit for the period was a loss of CNY 59.97 million, an improvement of 62.41% year-on-year [2]. - The net profit attributable to shareholders was a loss of CNY 52.10 million, showing a 61.17% improvement from the previous year [2]. - The company's total assets decreased by 7.03% to CNY 2.62 billion compared to the end of the previous year [2]. Industry Analysis New Energy Industry - The new energy sector is experiencing rapid growth, driven by global climate governance and energy revolution, with a shift from supplementary energy to a core engine of energy structure transformation [3][4]. - In the first half of 2025, China's new energy vehicle sales reached 6.97 million units, a year-on-year increase of 41.4% [5]. - The lithium battery market is projected to see a total shipment of 776 GWh in 2025, with a year-on-year growth of 68% [5][6]. Lithium Battery Market - The domestic lithium battery industry chain is growing at an overall rate of 40%, with significant demand in both domestic and international markets [6][7]. - The energy storage sector is experiencing a "super peak season," with shipments expected to reach 450 GWh in 2025, reflecting a growth rate of 30%-40% [7]. Petrochemical Industry - The petrochemical sector is facing challenges with declining profits due to falling product prices and overcapacity, with the overall profit margin decreasing for three consecutive years [12][13]. - The industry is undergoing a transformation towards high-end, efficient production, supported by government policies aimed at green transition and technological innovation [12][13]. Company Business Segments New Energy Equipment - The company has developed comprehensive capabilities in the design and manufacturing of lithium battery production lines, focusing on high-tech, high-efficiency, and reliable production equipment [10][11]. - The company aims to provide integrated solutions for the new energy materials sector, including engineering consulting, design, and equipment manufacturing [15][17]. Petrochemical Engineering - The company holds a first-class engineering design qualification in the petrochemical sector and has successfully completed several large-scale projects, enhancing its market competitiveness [15][16]. - The focus on technological innovation and high-quality service has positioned the company favorably within the petrochemical engineering market [16].