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].

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].

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]

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]

Core Viewpoint - Jiangxi Baitong Energy Co., Ltd. has provided a special report on the use of previously raised funds, detailing the fundraising process, fund allocation, and changes in fund usage, as well as the financial performance of investment projects [1][2]. Fundraising and Storage - The company raised a total of RMB 210,170,400.00 through the issuance of 46.09 million shares at a price of RMB 4.56 per share, with a net amount of RMB 192,245,871.70 after deducting underwriting fees [1]. - As of March 31, 2025, the total amount stored in designated bank accounts was RMB 192,245,871.70, with a balance of RMB 32,197,166.43 remaining [1][2]. Fund Usage - The total amount of previously raised funds used by the company was RMB 145,064,494.20, with a remaining balance of RMB 32,197,166.43, which accounts for 18.23% of the net amount raised [3][4]. - The company has approved the transfer of RMB 53,677,200.00 from the "Lianyungang Baitong Cogeneration Project" to the "Caoxian Baitong Cogeneration Phase II Project" [1][2]. Changes in Fund Usage - The company has made changes to the intended use of funds, with 30.66% of the raised funds being redirected to different projects [5]. - The company has also approved the use of idle funds for cash management, allowing up to RMB 6,000,000.00 to be used within a 12-month period [2][3]. Investment Performance - The actual investment amount for the projects was RMB 177,067,628.61, with a difference of RMB -32,003,134.41 compared to the promised investment amount [5]. - The internal rate of return for the "Caoxian Baitong Cogeneration Phase II Project" is projected to be 6.60 years, while the "Lianyungang Baitong Cogeneration Project" is still under construction [9].

证券代码：001376 证券简称：百通能源 公告编号：2025-025 江西百通能源股份有限公司 关于 2025 年度向特定对象发行股票预案披露的提示性公告 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 董事会第五次会议、第四届监事会第五次会议，审议通过公司 2025 年度向特定对象发 行股票相关议案。《江西百通能源股份有限公司 2025 年度向特定对象发行股票预案》及 相关文件已于同日在巨潮资讯网（www.cninfo.com.cn）予以披露，敬请投资者注意查阅。 预案披露事项不代表审批机关对于本次 2025 年度向特定对象发行股票相关事项的 实质性判断、确认或批准，本次向特定对象发行股票相关事项的生效和完成尚待深圳证 券交易所审核通过以及中国证券监督管理委员会同意注册。敬请广大投资者注意投资风 险。 特此公告。 江西百通能源股份有限公司 董 事 会 2025 年 6 月 11 日 1 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。 ...

证券代码：001376 证券简称：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 方案论证分析报告 二〇二五年六月 江西百通能源股份有限公司（以下简称"百通能源""公司"）是深圳证券交 易所（以下简称"深交所"）主板上市公司。为满足公司业务发展的资金需求， 增强公司资本实力，根据《公司法》《证券法》《公司章程》和中国证监会颁布的 《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）等有关法律、 法规和规范性文件的规定，公司拟向特定对象发行股票募集资金（以下简称"本 次发行"）不超过 38,513.50 万元（含本数），扣除发行费用后，拟全部用于补充 流动资金及偿还借款。 如无特别说明，本报告中相关简称与《江西百通能源股份有限公司 2025 年 度向特定对象发行股票预案》中含义相同。 1、热电联产是实现碳达峰、碳中和目标的有力支持，国家政策支持热电联 产的发展 党的二十大报告强调，要深化能源生产和消费革命，推动能源结构优化升级， 促进经济社会发展全面绿色转型。在此背景下，热电联产作为提高能源利用效率、 减少环境污染的有效方式，成为国家能源战略的重要组成部分。热电联产能够在 发电 ...