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公告精选︱中材科技:中材叶片拟投建年产110套百米级风电叶片制造基地建设项目;共创草坪:国内运动草占主营业务收入的比重较低
Ge Long Hui· 2025-06-10 14:30
Key Points - The core viewpoint of the articles highlights various corporate activities including project investments, sales data, stock acquisitions, share buybacks, and shareholding changes across multiple companies in different sectors. Company Activities - Co-creation Turf has a low proportion of domestic sports turf in its main business revenue [1] - Zhongcai Technology plans to invest in a manufacturing base for 110 sets of 100-meter wind turbine blades annually [1][2] - Huakang Clean has won a contract for the construction and equipment procurement of the first phase of the Chongqing 13th People's Hospital [1][2] - Jindi Group achieved a cumulative signed amount of 14.05 billion yuan from January to May [1][2] - Leidi Ke intends to acquire 51% of Yuzhan Precision, entering the embodied intelligence field [1][2] - Youfa Group has completed a share buyback, repurchasing 1.79% of its shares [1][3] - Jindun Co. plans to reduce its shareholding by up to 2% [1][3] - Caida Securities' shareholder Guokong Operations intends to reduce its stake by up to 3% [1][3] - Batong Energy plans to raise no more than 385 million yuan through a private placement to its controlling shareholder [1][3] - Founder Technology aims to raise no more than 1.98 billion yuan for an AI and high-density interconnect circuit board project [1][4]
百通能源: 第四届董事会独立董事第一次专门会议的审核意见
Zheng Quan Zhi Xing· 2025-06-10 13:00
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 ...
百通能源: 第四届董事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-06-10 12:57
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]
百通能源: 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
Zheng Quan Zhi Xing· 2025-06-10 12:57
Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. is planning to issue shares to specific targets in 2025, which has been reviewed and approved by the Supervisory Board, indicating compliance with relevant laws and regulations [1][5]. Group 1: Legal Compliance and Feasibility - The company meets the conditions and qualifications for issuing shares to specific targets as per the Company Law and Securities Law [1]. - The feasibility analysis report confirms the necessity and feasibility of the issuance, aligning with the company's long-term development goals and the interests of all shareholders [1]. - The planned use of raised funds complies with national policies and the company's actual situation and development needs [1]. Group 2: Protection of Minority Shareholders - The company has conducted a thorough analysis of the impact of the issuance on immediate returns and proposed specific measures to mitigate the dilution effect, ensuring the protection of minority shareholders' interests [2]. - The previous fundraising usage report reflects the actual situation without any misappropriation of funds, safeguarding the legal rights of the company and minority shareholders [2]. Group 3: Related Party Transactions - The issuance involves related party transactions, with the pricing principles and procedures adhering to relevant laws and regulations, ensuring no harm to the company or shareholders [3]. - The controlling shareholder and related parties will maintain a controlling stake of 56.51% post-issuance, which does not affect the company's listing status [4]. Group 4: Shareholder Return Plan - The company has established a three-year shareholder return plan (2025-2027) to create a long-term return mechanism, benefiting minority shareholders [5]. - The issuance is subject to approval by the shareholders' meeting and regulatory authorities, ensuring compliance with internal and external governance standards [5].
百通能源: 江西百通能源股份有限公司未来三年股东回报规划(2025-2027年)
Zheng Quan Zhi Xing· 2025-06-10 12:57
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].
百通能源: 关于2025年度向特定对象发行股票摊薄即期回报、填补措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-06-10 12:57
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]
百通能源: 关于控股股东权益拟发生变动的提示性公告
Zheng Quan Zhi Xing· 2025-06-10 12:57
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 ...
百通能源: 关于公司与特定对象签署附条件生效的股份认购协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-10 12:57
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].
百通能源: 关于控股股东免于发出要约的公告
Zheng Quan Zhi Xing· 2025-06-10 12:57
Group 1 - The company, Jiangxi Baitong Energy Co., Ltd., plans to issue up to 39,100,000 shares to specific investors, raising no more than 385.135 million yuan [1][2] - The controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd., will fully subscribe to this issuance [1] - The issuance requires approval from the company's shareholders' meeting, Shenzhen Stock Exchange, and registration with the China Securities Regulatory Commission [1] Group 2 - The actual controller, Mr. Zhang Chunlong, holds 54 million shares directly, accounting for 11.72% of the total shares before the issuance [1] - Mr. Zhang, through his companies, indirectly controls 126.7207 million shares, representing 27.49% of the total shares before the issuance [1] - Together with his concerted actors, Mr. Zhang and his associates control a total of 243.4737 million shares, which is 52.83% of the total shares before the issuance [2] Group 3 - Following the issuance, the shareholding ratio of Mr. Zhang and his concerted actors is expected to rise to 56.51%, which does not affect the company's listing status [2] - The subscription by Nanchang Baitong Environmental Technology Co., Ltd. is exempt from making a mandatory offer due to the existing shareholding structure [2] - Any changes in the policies regarding the exemption from mandatory offers by the China Securities Regulatory Commission or Shenzhen Stock Exchange will be followed accordingly [2]
百通能源: 江西百通能源股份有限公司2025年度向特定对象发行股票募集资金使用可行性分析报告
Zheng Quan Zhi Xing· 2025-06-10 12:57
Fundraising Plan - The company plans to raise a total of up to 385.135 million yuan through a private placement of A-shares, which will be used to supplement working capital and repay loans after deducting issuance costs [1][2] Necessity and Feasibility of Fundraising - The necessity of the fundraising is highlighted by the company's core business of providing centralized heating for industrial parks, which has seen good growth due to increasing demand and economic development in recent years [1][2] - The company has relied on external financing, primarily bank loans, to meet its funding needs, with short-term loan balances increasing from 160.3365 million yuan to 302.6775 million yuan over the past three years [2] - The fundraising will enhance the company's financial strength, increase total assets and net assets, reduce the debt-to-asset ratio, and improve the capital structure [2][5] Impact on Company Control and Market Confidence - The entire subscription of the new shares will be made by the controlling shareholder, Nanchang Baitong Environmental Technology Co., Ltd., which will increase the control ratio of the actual controller, Zhang Chunlong, thereby stabilizing company control [3] - This move reflects the controller's confidence in the company's future, which is expected to boost market confidence and recognition of the company's value [3] Management of Raised Funds - The company has established a fundraising management system in compliance with regulatory requirements, ensuring proper storage, usage, and supervision of the raised funds [4] Impact on Financial Status - The issuance will lead to an increase in total assets and net assets, improve liquidity ratios, and enhance short-term debt repayment capacity [5] - Although there may be a temporary dilution of net asset return and earnings per share due to the increase in total shares, the long-term operational capacity is expected to strengthen with the effective use of raised funds [5] Regulatory Compliance - The fundraising does not involve any project approval matters such as environmental impact assessments, thus avoiding the need for additional regulatory approvals [5] Conclusion on Feasibility - The fundraising plan is deemed necessary and feasible, aligning with relevant laws and regulations, and is expected to meet the company's funding needs while enhancing overall strength and profitability [5]