Core Viewpoint - The case of Baitong Energy's private placement reflects the typical dilemma of "major shareholder-led" companies in the A-share market, where the controlling shareholder can achieve "legal arbitrage" through low-priced placements, while minority shareholders face dual pressures from stock price fluctuations and dilution of equity [3] Group 1: Private Placement Details - Baitong Energy plans to raise up to 385 million yuan through a private placement to its controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd., with the issuance price set at 9.85 yuan per share, which is 80% of the average trading price over the previous 20 trading days [1] - As of June 10, Baitong Energy's stock closed at 12.01 yuan per share, indicating a 22% premium over the placement price, resulting in a potential paper profit of 84 million yuan for the controlling shareholder [1] Group 2: Financial Context and Concerns - Baitong Energy's IPO raised 210 million yuan in 2023, but only 145 million yuan has been invested in the planned projects as of March 2025, raising investor concerns about the urgency of a second fundraising round [2] - The funds from the private placement will be used entirely for working capital and debt repayment, despite the company having a relatively low debt ratio of 29% as of Q1 2025 [2] Group 3: Market Reactions and Shareholder Dynamics - Following its IPO, Baitong Energy's stock price surged by 753% on the first day, reaching a market capitalization of 17.9 billion yuan, but has since declined by 68%, with a current market cap of 5.6 billion yuan, leaving early investors and retail shareholders "trapped" [2] - Prior to the private placement, the controlling shareholder had pledged 7.2 million shares (8% of holdings), raising market concerns about potential financial pressure on the major shareholder, despite the company stating that the pledge was for "normal financing" [2]

Core Viewpoint - Baotong Energy (001376.SZ) has announced its first refinancing plan since its IPO 20 months ago, supported by its controlling shareholder, Nanchang Baotong Environmental Technology Co., Ltd. The company aims to raise up to 385 million yuan to enhance liquidity and repay loans [1][2]. Group 1: Financing Plan - The company plans to issue no more than 39.1 million shares at a price of 9.85 yuan per share, raising a total of up to 385 million yuan, which will be used for working capital and loan repayment [2][3]. - The controlling shareholder, Baotong Environmental, will fully subscribe to the new shares, which will increase its ownership stake in Baotong Energy from 19.53% to a higher percentage [2][3]. - As of May 27, 2023, Baotong Environmental had 720,000 shares pledged, representing 8% of its holdings and 1.56% of the total shares of Baotong Energy [3]. Group 2: Financial Performance - Baotong Energy has shown consistent growth in net profit over the past three years, with figures of 110 million yuan, 131 million yuan, and 191 million yuan for 2022, 2023, and 2024 respectively, reflecting year-on-year growth rates of 68.61%, 19.5%, and 45.61% [5][6]. - The company’s heat and electricity sales volumes for 2024 are projected to reach 298 million kWh and 381 million kWh, marking increases of 40.42% and 33.54% year-on-year [5][6]. - The gross profit margins for heat and electricity sales are reported at 14.36% and 38.73%, showing improvements of 0.08 and 7.87 percentage points respectively [6]. Group 3: Strategic Positioning - Baotong Energy is positioned as a leading enterprise in the heat and power cogeneration sector, focusing on providing centralized heating services to industrial parks and clusters [4][6]. - The company has established several centralized heating projects in Jiangsu Province, benefiting from the rapid economic development and increasing heating demand in these areas [4]. - The funds raised from the refinancing will support ongoing project development, equipment procurement, and infrastructure construction, ensuring the company's long-term growth and stability in the cogeneration market [6].

Group 1 - Libet has received approval from the China Securities Regulatory Commission for the issuance of convertible bonds, valid for 12 months [1] - Dinglong plans to acquire an additional 8% stake in its subsidiary, increasing its ownership from 91.35% to 99.35% for a total price of 240 million yuan [1] - Longyuan Donggu has been designated as a supplier for a major automotive project, with an expected total sales amount of 450 to 500 million yuan over five years [14] Group 2 - Luoniushan reported a sales revenue of 100 million yuan in May, a year-on-year decrease of 11.45% [2] - Baoming Technology has secured a loan commitment of up to 7 million yuan for stock repurchase [2] - Xinhua Pharmaceutical has received approval for the listing of a new chemical raw material used in treating chronic heart failure and hypertension [3] Group 3 - China Minmetals announced a new contract amount of 396 billion yuan for the first five months of the year, a decrease of 22.2% year-on-year [7] - Zhongbei Communication's application for a specific stock issuance has been accepted by the Shanghai Stock Exchange [8] - Rongfa Nuclear Power plans to issue bonds not exceeding 1 billion yuan to repay debts and supplement working capital [9] Group 4 - Phoenix Optical plans to invest 8.5 million USD to establish a wholly-owned subsidiary in Vietnam for manufacturing optical products [11] - Xiamen Airport reported a passenger throughput of 2.4752 million in May, a year-on-year increase of 8.34% [12] - Weilan Biological has received a new veterinary drug registration certificate for a product aimed at treating canine allergies and inflammation [13] Group 5 - Shouxiangu has completed the registration of a health food product that claims to enhance immunity [13] - Xingye Yinxin's subsidiary has passed a resource reserve verification report, confirming significant mineral reserves [16] - Shaanxi Construction has won two major projects with a total contract value exceeding 2.8 billion yuan [18] Group 6 - Huari received a cash dividend of 50 million yuan from its subsidiary [20] - Zhongchu's deputy general manager has resigned due to governance arrangements [21] - Kexin Pharmaceutical's core product has received breakthrough therapy designation from the National Medical Products Administration [39]

江西百通能源股份有限公司 第四届董事会独立董事第一次专门会议的 审核意见 根据《上市公司独立董事管理办法》《深圳证券交易所上市公司自律监管指 引第 1 号——主板上市公司规范运作》等相关法律、法规及《公司章程》的有关 规定，江西百通能源股份有限公司（以下简称"公司"）于 2025 年 6 月 10 日召 开第四届董事会独立董事第一次专门会议，本次会议应参加的独立董事 2 名，实 际参加的独立董事 2 名。全体独立董事本着客观公正的立场，就公司第四届董事 会独立董事第一次专门会议相关审议事项发表审核意见如下： 一、 关于公司符合向特定对象发行股票条件的审核意见 根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司证券发 行注册管理办法》等法律、法规和规范性文件的有关规定，对照上市公司向特定 对象发行股票的相关资格、条件的要求逐项核查后，我们认为公司符合有关法律 法规规定的向特定对象发行股票的资格和各项条件。我们同意将该事项提交至公 司第四届董事会第五次会议审议。 二、 关于公司 2025 年度向特定对象发行股票方案的审核意见 经逐项审议，我们认为：本次发行方案的制定、发行价格、定价原则、发行 对象 ...

Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. has convened its fourth board meeting to approve the proposal for a private placement of shares to specific investors, specifically its controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd. [1][2] Group 1: Board Meeting Details - The board meeting was held on June 10, 2025, with all five directors present, including one participating via telecommunication [1] - The meeting complied with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1] Group 2: Approval of Stock Issuance - The board approved the proposal for the company to issue shares to specific investors, confirming that it meets the necessary legal conditions for such an issuance [2][6] - The proposal will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority of the voting rights present [2][6] Group 3: Issuance Plan Details - The type of shares to be issued is domestic listed ordinary shares (A shares) with a par value of RMB 1 [2] - The issuance will occur after approval from the shareholders' meeting and regulatory bodies, with the timing to be determined later [2][3] - The shares will be offered to the controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd., which intends to subscribe to all shares issued for cash [3][4] Group 4: Pricing and Quantity - The pricing benchmark date is set as the date of the board meeting resolution announcement, with the issue price based on the average trading price over the previous 20 trading days [3][4] - The maximum number of shares to be issued is capped at 39,100,000, not exceeding 30% of the total shares before issuance [4][5] - The shares subscribed by the controlling shareholder will be subject to an 18-month lock-up period post-issuance [5] Group 5: Fundraising and Usage - The total amount to be raised from the issuance is capped at RMB 385,135,000, which will be used to supplement working capital and repay loans [5][6] - The proposal includes a plan for the distribution of retained earnings among new and existing shareholders post-issuance [5][6] Group 6: Future Plans and Authorizations - The board proposed a three-year shareholder return plan for 2025-2027 to enhance the profit distribution policy [12] - The board seeks authorization from the shareholders' meeting to handle all matters related to the stock issuance, including adjustments based on regulatory requirements [14][15]

《中华人民共和国 证券法》（以下简称"《证券法》"）、《上市公司证券发行注册管理办法》（以下简 称"《发行注册管理办法》"）等相关法律、行政法规、部门规章及规范性文件的 规定，江西百通能源股份有限公司（以下简称"公司"）监事会在全面了解和审 核公司本次向特定对象发行股票（以下简称"本次发行"）的相关文件后，发表 书面审核意见如下： 法规、部门规章及规范性文件的规定，具备上市公司向特定对象发行股票的条件 和资格。 相关法律、行政法规、部门规章及规范性文件的规定。 析报告》详细论证了本次发行的必要性和可行性，符合相关法律、行政法规、部 门规章及规范性文件的要求，符合公司的长远发展目标和全体股东利益。 江西百通能源股份有限公司 监事会关于公司 2025 年度向特定对象发行股票相关事项的 书面审核意见 根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 向特定对象发行股票可免于发出要约。 （国发〔2014〕17 号）、中国证监会《关于首发及再融资、重大资 产重组摊薄即期回报有关事项的指导意见》 （证监会公告〔2015〕31 号）等文件 的有关规定，为保障中小投资者利益，公司就本次向特定对象发行股票对即期回 报 ...

Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. has established a three-year shareholder return plan for 2025-2027, focusing on stable and reasonable dividend distribution to enhance investor confidence and satisfaction [1][2]. Group 1: Considerations for the Shareholder Return Plan - The plan considers the company's operational performance, cash flow, development strategy, external financing environment, and shareholder expectations, particularly for small and medium investors [1]. - The company aims to create a sustainable and efficient dividend return mechanism to ensure the rationality, continuity, and stability of its dividend distribution policy [1]. Group 2: Profit Distribution Policy - The profit distribution policy emphasizes reasonable returns for investors while balancing the company's operational status and long-term sustainable development [2]. - The company will prioritize cash dividends, with a minimum of 30% of the distributable profit allocated for cash dividends each year, provided there are no major investment plans or cash expenditures [2][3]. - In cases of cash flow shortages, the company may consider issuing stock dividends, and any proposal for stock dividends must be justified in the shareholder meeting [3][4]. Group 3: Decision Mechanism and Procedures - The decision-making process for profit distribution involves the board of directors proposing plans, which must be approved by a two-thirds majority at the shareholders' meeting [5][6]. - The company will actively seek feedback from small and medium shareholders and ensure transparency in the decision-making process [6][7]. Group 4: Policy Adjustment and Disclosure - The company will review the profit distribution policy at least every three years and make necessary adjustments based on operational conditions and shareholder feedback [8]. - Any changes to the profit distribution policy must be thoroughly justified and disclosed in the annual report, ensuring compliance with relevant regulations [8].

Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. is issuing shares to specific targets in 2025, which may dilute immediate returns, and the company has proposed measures to compensate for this dilution [1][2][4] Financial Impact of the Issuance - The maximum number of shares to be issued is 39,100,000, with the final number subject to approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1] - The company estimates the impact on earnings per share (EPS) under three scenarios: a 20% increase, no change, and a 20% decrease in net profit compared to 2024 [2][3] - Under the first scenario, the diluted EPS could be 0.49 yuan per share if net profit increases by 20% [2] - If net profit remains unchanged, the diluted EPS would be 0.41 yuan per share [3] - In the case of a 20% decrease in net profit, the diluted EPS would drop to 0.33 yuan per share [3] Necessity and Rationality of the Issuance - The funds raised will be used to supplement working capital and repay loans, enhancing the company's capital strength and optimizing its capital structure [4][5] - The issuance is deemed necessary for the sustainable and healthy development of the company [4] Measures to Compensate for Dilution - The company plans to strengthen the management of raised funds to ensure they are used effectively and in accordance with regulations [5][6] - Governance structures will be improved to protect shareholder rights and ensure effective decision-making [6] - Internal controls and talent management will be enhanced to improve operational efficiency [6] - A profit distribution policy will be strictly followed to ensure reasonable returns to investors [7] Commitments from Key Stakeholders - The controlling shareholders and actual controllers have committed to not interfere with the company's management and to fulfill the compensation measures for diluted returns [8] - All directors and senior management have pledged to diligently perform their duties and ensure the execution of compensation measures is linked to their performance [8]

江西百通能源股份有限公司 公司于 2025 年 6 月 10 日分别召开了第四届董事会第五次会议、第四届监事 会第五次会议，审议通过了《关于公司 2025 年度向特定对象发行股票方案的议 案》等相关议案，具体内容详见同日披露于巨潮资讯网（www.cninfo.com.cn）的 相关公告。 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 拟向特定对象发行股票（以下简称"本次发行"）。 保"），为公司控股股东。 "深交所"）审核通过并经中国证券监督管理委员会（以下简称"中国证监会"） 同意注册后方可实施。 一、本次权益变动的基本情况 证券代码：001376 证券简称：百通能源 公告编号：2025-030 公司类型 有限责任公司（自然人投资或控股） 注册资本 1,000 万元 统一社会信用代 码 根据本次发行方案测算，本次发行完成后，公司的控股股东仍为百通环保、 实际控制人仍为张春龙，公司控股股东权益变动情况提示说明如下： 本次向特定对象发行股票数量为不超过 39,100,000 股（含本数），发行数量 不超过本次发行前公司总股本的 30%，且发行后社会 ...

Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. plans to issue up to 39,100,000 shares to a specific entity, raising no more than 385.135 million yuan, primarily to supplement working capital and repay loans [2][11]. Group 1: Issuance Details - The issuance price is set at 9.85 yuan per share, which is not less than 80% of the average trading price over the 20 trading days prior to the board meeting [2][7]. - The issuance is subject to approval from the shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [1][12]. - The shares will be issued to the controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd., constituting a related party transaction [2][11]. Group 2: Financial Information - As of March 31, 2025, Nanchang Baitong Environmental Technology Co., Ltd. had total assets of 6.3639 billion yuan and net assets of 2.35476 billion yuan [4]. - The company reported a net profit of -58.59 million yuan for the first quarter of 2025, compared to a profit of 1.56259 billion yuan for the entire year of 2024 [4]. Group 3: Purpose and Impact of the Transaction - The funds raised will enhance the company's capital structure and financial strength, supporting its main business operations and strategic initiatives [11]. - The controlling shareholder's participation reflects confidence in the company's development strategy and future prospects [11]. Group 4: Approval Process - The board and supervisory committee approved the issuance on June 10, 2025, with related parties abstaining from voting [12][13]. - Independent directors confirmed that the agreement complies with regulations and does not harm shareholder interests, particularly those of minority shareholders [12].