证券代码：000595 证券简称：*ST 宝实 公告编号：2025-075 宝塔实业股份有限公司 2025 年第二次临时股东会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确 和完整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 1.本次股东会无增加、变更、否决提案的情况。 2.本次股东会未涉及变更前次股东会决议的情形。 一、会议召开和出席情况 （一）会议召开情况 （2）深圳证券交易所交易系统投票时间：2025 年 7 月 11 日 9：15-9：25、9:30-11:30、13:00-15:00。 （3）互联网投票时间：2025 年 7 月 11 日 9:15-15:00 期间的任意时间。 2.现场会议召开地点： 宁夏银川市西夏区六盘山西路 388 号 408 会议室。 1 3.会议召开方式： 采用现场表决和网络投票相结合方式。 4.会议召集人：宝塔实业股份有限公司董事会。 5.会议主持人：董事长杜志学先生。 1.会议召开时间： （1）现场会议召开时间：2025年7月11日（星期五） 15:00。 6.会议的合法、合规性：本次会议的召集、召开符合 有关法律、行政法规、部门规章、规范性文件和《 ...

国浩律师（银川）事务所 关 于 宝塔实业股份有限公司 2025 年第二次临时股东会 之 法律意见书 宁夏银川市金凤区北京中路 166 号德宁国际中心 28/29 层 邮编：750004 28-29th Floor, Dening International Center, No.166 Beijing Middle Road, Jinfeng District, Yinchuan City, Ningxia 电话/Tel：+86 951 6011966 传真/Fax：+86 951 6011012 网址/Website：http://www.grandall.com.cn 2025 年 7 月 法律意见书 国浩律师（银川）事务所 关于宝塔实业股份有限公司 2025 年第二次临时股东会之法律意见书 GHFLYJS[2025]355 号 致：宝塔实业股份有限公司 国浩律师（银川）事务所（以下简称"本所"）是一家在宁夏具有中华人民 共和国法律执业资格的律师事务所。本所接受宝塔实业股份有限公司（以下简称 "公司"）的委托，根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司股东会规则》（以下简称"《股 ...

Group 1 - The company plans to acquire 100% equity of Ningxia Electric Power Investment New Energy Co., Ltd. through a major asset swap and cash payment [1][2] - The board of directors and the supervisory board have approved the proposal regarding the major asset swap and cash purchase on June 6, 2025 [1] - The approval from the Ningxia State-owned Assets Supervision and Administration Commission has been received, allowing the company to proceed with the transaction, pending shareholder approval [2] Group 2 - The company will comply with relevant regulations and fulfill information disclosure obligations in a timely manner [2] - Investors are advised to pay attention to subsequent announcements from the company regarding this transaction [2]

Mergers and Acquisitions - Aladdin announced its participation in the auction for 81.96% equity of Kasma Holdings, with a transfer base price of 202 million yuan, aiming to expand sales channels and integrate downstream resources [1] - *ST Baoshi received approval from the Ningxia State-owned Assets Supervision and Administration Commission for the acquisition of 100% equity of Ningxia Electric Power Investment New Energy Co., Ltd. through major asset replacement and cash payment [2] - Guotou Zhonglu disclosed a transaction plan to acquire 100% shares of China Electronic Engineering Design Institute through share issuance, with the specific transaction price yet to be determined [3] Shareholding Changes - MaiPu Medical announced that shareholder Tang Ying plans to reduce holdings by no more than 1% of the company's shares, totaling up to 665,100 shares [4] - Yue Wannianqing disclosed that a 10% shareholder, Hehe Investment, plans to reduce holdings by no more than 6% of the company's shares, totaling up to 4.8 million shares [5] - *ST Huawang announced that shareholder Wu Qun plans to reduce holdings by no more than 1.76% of the company's shares, totaling up to 15,414,300 shares [6] Regulatory Issues - Liuhua Co. received an administrative regulatory decision from the Guangxi Securities Regulatory Bureau due to issues related to accounting irregularities and failure to fulfill obligations regarding the integrity of appointed directors and supervisors [7] - *ST Huike was investigated by the China Securities Regulatory Commission for suspected violations of information disclosure laws [8][9] - Tuisijingang announced that two vice presidents were arrested for violating important information disclosure laws, but stated that this would not impact the company's normal operations [10]

Financial Performance - Whirlpool expects a net profit of approximately 205 million yuan for the first half of 2025, an increase of about 174 million yuan or approximately 559% year-on-year [2] - Chipmotion Technology anticipates a net profit between 138 million to 169 million yuan for the first half of 2025, representing a year-on-year growth of approximately 144.46% to 199.37% [2] Mergers and Acquisitions - China Shipbuilding's absorption merger with China Shipbuilding Industry Corporation has been approved by the Shanghai Stock Exchange, pending further regulatory approvals [3] - Guotou Zhonglu plans to acquire 100% of China Electronic Engineering Design Institute through a share issuance, which constitutes a major asset restructuring [4] Shareholder Actions - Aotewei's actual controllers plan to transfer 4.99% of the company's shares, totaling 15.75 million shares, due to personal funding needs [5] - Yaguang Technology's chairman has been placed under detention, but the company's operations remain normal [5] Industry Developments - Ningbo Port expects a 9.8% year-on-year increase in container throughput for the first half of 2025 [8] - Three Trees anticipates a net profit growth of 80.94% to 119.04% for the first half of 2025 [8] - Zhuhai Group expects a net profit increase of 50.97% to 75.23% for the first half of 2025 [8] Project Wins - Sanxing Medical's subsidiary has pre-qualified for a 306 million yuan project with Southern Power Grid [8] - Hopu Co., Ltd. has jointly won a 449 million yuan shared energy storage demonstration project [8] - Hongsheng Huayuan's subsidiary has pre-qualified for an 1.127 billion yuan project with Southern Power Grid [8]

证券代码：000595 证券简称：*ST 宝实 公告编号：2025-074 宝塔实业股份有限公司 关于重大资产置换及支付现金购买资产 暨关联交易事项获得宁夏国资委批复的公告 1 产置换及支付现金购买资产暨关联交易。 本次重组尚需经公司股东会审议通过后方可实施。公司将 严格按照相关规定及时履行信息披露义务，敬请广大投资者关 注公司后续公告并注意投资风险。 特此公告。 宝塔实业股份有限公司董事会 2025 年 7 月 5 日 本公司及董事会全体成员保证信息披露的内容真实、 准确、完整，没有虚假记载、误导性陈述或重大遗漏。 宝塔实业股份有限公司（以下简称"公司"）拟通过重大资 产置换及支付现金购买资产方式收购宁夏电投新能源有限公 司 100%股权（以下简称"本次重组"）。 公司已于 2025 年 6 月 6 日召开第十届董事会第十八次会 议和第十届监事会第十五次会议审议通过了《关于本次重大资 产置换及支付现金购买资产暨关联交易方案的议案》等相关议 案，具体详见公司于 2025 年 6 月 7 日在《证券时报》《证券 日报》及巨潮资讯网(http://www.cninfo.com.cn)发布的相关公 告。 近日，公司 ...

Core Viewpoint - The company plans to acquire 100% equity of Ningxia Electric Power Investment New Energy Co., Ltd. through a significant asset swap and cash payment [1] Group 1: Acquisition Details - The board of directors and the supervisory board approved the relevant proposals on June 6, 2025, and the announcement was published on June 7, 2025 [1] - The company has received preliminary approval from the Ningxia State-owned Assets Supervision and Administration Commission for the major asset swap and cash purchase [1] - The restructuring will require approval from the company's shareholders before implementation [1]

Core Viewpoint - The company has announced a postponement of the second extraordinary general meeting of shareholders originally scheduled for July 7, 2025, now set for July 11, 2025, to include a temporary proposal regarding a significant asset swap and cash purchase of assets [1][3]. Group 1: Meeting Details - The second extraordinary general meeting of shareholders will now take place on July 11, 2025, at 15:00, with the record date for shareholding remaining unchanged on July 1, 2025 [1][4]. - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate through the Shenzhen Stock Exchange trading system and an internet voting platform [4][10]. - Shareholders must register to attend the meeting, with registration available from July 1 to July 11, 2025 [9]. Group 2: Proposals for Discussion - A temporary proposal regarding the significant asset swap and cash purchase of assets will be submitted for review at the meeting [1][2]. - The proposals include various aspects of the transaction, such as pricing basis, payment methods, and compliance with relevant regulations [2][7]. - The board has confirmed that the temporary proposal meets the qualifications set forth in the Company Law and the company's articles of association [3][5]. Group 3: Voting Procedures - Voting will be conducted through both in-person and online methods, with specific time frames for each voting method outlined [4][10]. - In cases of duplicate voting on the same proposal, the first valid vote will be considered [10]. - The results of the voting will be separately counted for minority investors, ensuring transparency in the decision-making process [8].

Group 1 - The board of directors of Baota Industrial Co., Ltd. held its 20th meeting on June 30, 2025, with all 7 directors present, ensuring compliance with relevant laws and regulations [1][2] - The board approved the proposal to postpone the second temporary shareholders' meeting originally scheduled for July 2025, with the record date remaining unchanged on July 1, 2025 [1][2] - The board also approved the proposal to add temporary proposals related to a major asset swap and cash purchase of assets as temporary agenda items for the upcoming shareholders' meeting [2][3] Group 2 - The proposal to add temporary agenda items was initiated by Ningguoyun, which holds 334 million shares, accounting for 29.33% of the company's total share capital, meeting the qualifications set by relevant regulations [2] - The board confirmed that the temporary proposals fall within the scope of the shareholders' meeting's review authority and have clear topics and specific resolutions [2]

Core Viewpoint - The report by China International Capital Corporation (CICC) serves as an independent financial advisor's verification of stock trading activities related to the major asset restructuring and cash purchase transaction of Baota Industrial Co., Ltd. The report confirms that no insider trading occurred during the specified self-inspection period [1][15]. Group 1: Transaction Overview - The self-inspection period for stock trading related to the transaction spans from October 12, 2024, to June 6, 2025 [1]. - The transaction involves a significant asset swap and cash purchase, which is subject to regulatory scrutiny under various laws and guidelines [1]. Group 2: Insider Trading Verification - The verification covered natural persons and relevant insiders involved in the transaction, ensuring compliance with insider trading regulations [2]. - A detailed table lists the stock trading activities of various individuals, including their names, identities, transaction dates, share changes, and whether they bought or sold shares [2]. Group 3: Individual Commitments - Individuals involved in the stock trading activities provided commitments stating that their transactions were based on independent market judgment and not on insider information [3][4][6]. - Each individual confirmed that they had not received any insider information regarding the restructuring and had no connections to the involved parties [3][4][6]. Group 4: Institutional Trading Activities - CICC and other institutions involved in the transaction reported their trading activities, asserting compliance with legal and regulatory requirements [13][15]. - CICC emphasized its strict adherence to internal information barriers to prevent insider trading and confirmed that its trading decisions were independent and unrelated to the restructuring [13][15]. Group 5: Conclusion of Verification - The independent financial advisor concluded that there was no direct evidence of insider trading by the verified insiders during the self-inspection period, based on the accuracy and completeness of the self-reports and commitments provided [15][16].