证券代码：000695 证券简称：滨海能源 公告编号：2025-030 天津滨海能源发展股份有限公司 关于股票交易异常波动的公告 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、 误导性陈述或者重大遗漏。 一、股票交易异常波动情况介绍 天津滨海能源发展股份有限公司（以下简称"公司"）（证券简称：滨海能源；证券 代码：000695）股票连续 2 个交易日（2025 年 5 月 20 日、5 月 21 日）收盘价格涨幅 偏离值累计达到 20%，根据《深圳证券交易所交易规则》的有关规定，属于股票交易异 常波动情形。 二、公司关注并核实情况的说明 经公司董事会调查核实，并与公司管理层、控股股东及实际控制人书面或通讯问 询，有关情况如下： （一）公司未发现近期公共传媒报道了可能或已经对公司股票交易价格产生较大 影响的未公开重大信息。 （二）公司经营情况正常，内外部经营环境未发生重大变化。 （三）截至本公告披露日，公司除 2025 年 5 月 17 日披露的发行股份购买资产并 募集配套资金暨关联交易事项外，公司及公司控股股东、实际控制人均不存在应披露 而未披露的其他重大事项，包括但不限于：重大资产 ...

Group 1 - The A-share solid-state battery sector experienced a short-term surge, with Guoxuan High-Tech hitting the daily limit [1] - Binhai Energy, Ningxin New Materials, and Jinlongyu previously reached their daily limit, indicating strong market interest [1] - Lingge Technology and Lingpai Technology saw increases of over 10%, reflecting positive sentiment in the sector [1] Group 2 - Other companies such as Honggong Technology, Shanghai Xiba, Manns Technology, Mengguli, and Liyuanheng also experienced gains, showcasing a broader rally in the industry [1]

机构指出，全固态电池作为最具前景的下一代电池技术之一，获得全产业链的共同关注与合力布局，方 向性与趋势性明确。 5月21日，固态电池概念股表现活跃，截至发稿，滨海能源、金龙羽涨停，宁新新材涨逾28%，领湃科 技涨超9%，灵鸽科技、国轩高科、德尔股份等跟涨。 | 代码 | 名称 | 米幅十 | | --- | --- | --- | | 839719 | 宁新新材 | +28.57% | | 000695 | 滨海能源 | +10.03% | | 002882 | 金龙羽 | 49.99% | | 300530 | 领湃科技 | +9.49% | | 833284 | 灵鸽科技 | +7.62% | | 002074 | 国轩高科 | +6.07% | | 832522 | 纳科诺尔 | 45.16% | | 830779 | 武汉蓝电 | +4.66% | | 300473 | 德尔股份 | +4.32% | | 300584 | 海辰药业 | 44.28% | 今年以来，我国固态电池领域利好不断。5月15日—17日第十七届深圳国际电池技术交流会/展览会在深 圳举行，会上多个固态电池新型产品亮相，包括星源材质 ...

Group 1 - The solid-state battery sector experienced a short-term surge, with Binhai Energy (000695) hitting the daily limit up [1] - Lingpai Technology (300530) rose over 10%, indicating strong market interest [1] - Other companies such as Jinlongyu (002882), Lingge Technology, Ningxin New Materials, Guoxuan High-Tech (002074), and Delong Co., Ltd. (300473) also saw increases in their stock prices [1] Group 2 - There is a notable influx of dark pool funds into these stocks, suggesting potential investment interest [1]

Core Viewpoint - The solid-state battery concept stocks have experienced a rapid surge, with significant gains observed in various companies following the Shenzhen International Battery Technology Conference held from May 15 to 17 [1] Group 1: Stock Performance - Lingpai Technology saw an increase of over 10% [1] - Binhai Energy reached its daily limit up [1] - Guoxuan High-Tech and Jinlongyu both rose by over 5% [1] - Other companies such as Enjie, Delong, Naconor, and Mengguli also experienced upward movement [1] Group 2: Event Highlights - The 17th Shenzhen International Battery Technology Exchange Conference showcased multiple new solid-state battery products [1] - Xinyuan Materials introduced various polymer electrolyte membranes and rigid skeleton products for next-generation semi-solid and solid-state battery applications [1] - Haopeng Technology presented its self-developed consumer solid-state battery products [1] - Enjie exhibited several new solid-state sulfide products [1]

Core Viewpoint - The acquisition of Cangzhou Xuyang by Binhai Energy is essentially a capital maneuver by the actual controller Yang Xuegang, allowing him to inject assets into the company while avoiding the shell listing regulations [1][6][17]. Group 1: Acquisition Details - Binhai Energy announced plans to acquire 100% of Cangzhou Xuyang from several entities controlled by Yang Xuegang, including Xuyang Group and Xuyang Coal Chemical [1]. - The acquisition is structured to avoid the shell listing regulations, as it occurs just after the 36-month period following Yang Xuegang's acquisition of control over Binhai Energy [6][8]. - Cangzhou Xuyang's projected total assets and revenue for 2024 are 138.32 billion and 103.11 billion respectively, significantly exceeding Binhai Energy's corresponding figures of 12.79 billion and 4.93 billion [6][8]. Group 2: Financial Performance - Binhai Energy has faced continuous losses from 2020 to 2024, indicating its status as a "shell" company [6][7]. - Cangzhou Xuyang, on the other hand, is projected to generate revenues of 92.76 billion and 103.11 billion in 2023 and 2024, respectively, with net profits of 3.48 billion and 2.38 billion [8][17]. - The financial performance of Cangzhou Xuyang is crucial for Binhai Energy's turnaround, as it will significantly enhance the latter's asset base and revenue generation capabilities [8][17]. Group 3: Market Reactions - Following the announcement of the acquisition, Binhai Energy's stock price surged, while the stock of the parent company, China Xuyang Group, experienced a decline, reflecting investor sentiment regarding the valuation of both entities [17]. - The market's reaction indicates a potential reassessment of the investment value of China Xuyang Group, particularly as it may face a "hollowing out" effect due to the separation of Cangzhou Xuyang's profitable assets [17].

Core Viewpoint - Binhai Energy is undergoing a restructuring to acquire 100% equity of Cangzhou Xuyang Chemical Co., aiming to diversify its business into chemical new materials, particularly nylon new materials, amidst ongoing financial losses in its current lithium battery anode materials segment [1][4]. Group 1: Restructuring Details - Binhai Energy plans to issue shares to acquire the entire equity of Cangzhou Xuyang from several entities, including Xuyang Group and others, while also raising additional funds through a private placement [2][3]. - This marks the first asset restructuring since Binhai Energy changed control in early 2022, with Yang Xuegang as the new actual controller [3][4]. - The transaction is expected to create a dual business model of "anode materials + nylon new materials," enhancing the company's sustainable development capabilities [1][4]. Group 2: Financial Performance - Binhai Energy has reported continuous losses over the past five years, with a cumulative net loss of approximately 220 million yuan from 2020 to 2024 [5][6]. - The company has not distributed dividends since 2009, indicating ongoing financial struggles [7]. - In contrast, Cangzhou Xuyang has shown stronger profitability, with revenues of 9.276 billion yuan, 10.311 billion yuan, and 2.412 billion yuan for 2023, 2024, and the first three months of 2025, respectively [7][8]. Group 3: Asset and Market Position - As of March 2025, Cangzhou Xuyang has total assets of 14.58 billion yuan, total liabilities of 9.079 billion yuan, and equity of 5.5 billion yuan [9]. - Cangzhou Xuyang is recognized as the second-largest caprolactam producer globally, which positions Binhai Energy favorably in the chemical materials market post-acquisition [4][8].

Core Viewpoint - Binhai Energy's stock surged due to the announcement of acquiring 100% equity of Cangzhou Xuyang Chemical Co., which will enable the company to diversify into the nylon new materials sector, creating a dual business model alongside its existing lithium battery anode materials business [1][3][4]. Company Overview - Binhai Energy plans to acquire Cangzhou Xuyang through a share issuance and raise additional funds [1][3]. - The acquisition will significantly expand Binhai Energy's business scope, allowing it to enter the nylon new materials market, which includes products like caprolactam and nylon 6 [3][4]. - The transaction is characterized as a "snake swallowing an elephant" merger, with Cangzhou Xuyang's total assets being approximately 11 times that of Binhai Energy [3][4]. Financial Performance - Cangzhou Xuyang's total assets are projected to be around 145.8 billion yuan, while Binhai Energy's total assets are only about 13.27 billion yuan [3][4]. - In terms of revenue, Cangzhou Xuyang's figures for 2024 and Q1 2025 are expected to be 10.31 billion yuan and 2.41 billion yuan, respectively, compared to Binhai Energy's 493 million yuan and 95.96 million yuan [4][5]. - Cangzhou Xuyang's net profit has declined from approximately 348 million yuan in 2023 to 238 million yuan in 2024, indicating challenges in the nylon new materials sector [9][11]. Industry Context - Cangzhou Xuyang is a national high-tech enterprise with a complete industrial chain in nylon new materials, holding a 6.1% share of the global caprolactam market [7][9]. - The nylon new materials industry is experiencing rapid growth, but companies face challenges such as technological gaps and intense price competition, which compress profit margins [9][10]. - Despite the challenges, there is potential for growth in the nylon new materials sector as domestic companies increase R&D investments and aim for higher-end market segments [10]. Corporate Governance - The acquisition involves Binhai Energy's actual controller, Yang Xuegang, who holds significant stakes in both Binhai Energy and Cangzhou Xuyang [6][12]. - Following the acquisition, the controlling shareholder of Binhai Energy will change from Xuyang Holdings to Xuyang Group, but Yang Xuegang will remain the actual controller [6][12]. Debt and Financial Health - Binhai Energy has faced continuous losses over the past five years, with net profits of -16.52 million yuan, -56.96 million yuan, and -102.4 million yuan from 2020 to 2022 [11][12]. - The company's debt-to-asset ratio has increased significantly, reaching 82.95% by Q1 2025, which may limit its operational flexibility and increase financing difficulties [12].

Group 1: M&A Activity Overview - From May 12 to May 18, there were a total of 86 M&A events involving listed companies, with 33 classified as significant M&A transactions[8] - Out of the total M&A events, 19 were completed, including 1 significant M&A transaction[8] Group 2: Policy Updates - The China Securities Regulatory Commission (CSRC) revised the "Management Measures for Major Asset Restructuring of Listed Companies," emphasizing a phased payment mechanism for restructuring shares and simplifying the review process[6] - The new rules allow for a 48-month validity period for registration decisions on phased share issuances for asset purchases[21] Group 3: Encouragement for Private Equity - The revised measures encourage private equity funds to participate in M&A activities, with a reduction in lock-up periods for certain transactions[21] - For private equity funds with a 48-month investment period, the lock-up period for third-party transactions is reduced from 12 months to 6 months[21] Group 4: Market Performance - During the week of May 12 to May 18, the restructuring index outperformed the Wind All A index by 1.19%[16] - The rolling 20-day return difference between the restructuring index and the Wind All A index remained near the zero axis, indicating stable performance[16] Group 5: Failed M&A Events - There were 5 failed M&A events during the week, involving companies such as Xinkeng Intelligent and Aisen Co., with total transaction values including 600,000 CNY for Huafeng Chemical's failed acquisition[13]

Group 1: Market Performance - The three major indices showed fluctuations, with the Shanghai Composite Index closing flat, the Shenzhen Component down 0.08%, and the ChiNext Index down 0.33%. Over 3,300 stocks rose in the two markets, with a total trading volume of approximately 1.09 trillion yuan [2] Group 2: Shipping and Port Sector - The port and shipping sector saw significant gains, with Lianyungang (601008.SH), Nanjing Port (002040.SZ), and Ningbo Maritime (600798.SH) rising by 10%. Ningbo Ocean Shipping (601022.SH) also experienced a substantial increase [2] - Huayuan Securities noted that the 90-day US-China tariff window has triggered a surge in shipping demand on US routes, which is expected to boost both volume and price. Additionally, Asian route shipping rates may benefit from spillover effects, positively impacting related companies' performance [2] Group 3: Real Estate Sector - The real estate sector strengthened, with Shahe Co. (000014.SZ) rising by 10%, and Vanke A (000002.SZ), Poly Developments (600048.SH), Tianbao Infrastructure (000965.SZ), and Shibei Hi-Tech (600604.SZ) also seeing increases [2] - The National Bureau of Statistics indicated that the real estate market stabilized in April due to various policies aimed at promoting recovery. Future demand for green, smart, and safe housing is expected to grow, with significant prospects for upgrading old residential areas and improving real estate construction quality [2] Group 4: Mergers and Acquisitions - Mergers and acquisitions concept stocks showed strong movements, with Guangzhi Technology (300489.SZ) and Jinlihua Electric (300069.SZ) rising by 20%, and Zongyi Co. (600770.SH), Binhai Energy (000695.SZ), and Jinhongshun (603922.SH) increasing by 10% [3] - The China Securities Regulatory Commission recently announced amendments to the "Management Measures for Major Asset Restructuring of Listed Companies," encouraging private equity funds to participate in mergers and acquisitions, establishing simplified review procedures, and introducing a phased payment mechanism [3] Group 5: Food Processing Sector - The food processing and manufacturing sector performed well, with Three Squirrels (300783.SZ), Liangpinpuzi (603719.SZ), Jinzhai Food (003000.SZ), and Maiqu'er (002719.SZ) all seeing increases [4] - The Ministry of Commerce and the National Development and Reform Commission jointly released the "Measures for Promoting and Managing the Catering Industry," which will take effect on June 15, 2025. The measures include 25 provisions aimed at promoting the industry, including support for international cooperation, digital development, and local specialty catering cultivation [4]