证券代码：002047 证券简称：*ST 宝鹰 公告编号：2025-076 深圳市宝鹰建设控股集团股份有限公司 关于公开挂牌转让所持旦华复能（珠海）新能源科技有限公司股权 的进展公告 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、 误导性陈述或重大遗漏。 一、交易概述 2025 年 7 月 24 日、2025 年 8 月 15 日，深圳市宝鹰建设控股集团股份有限公司 （以下简称"公司"）分别召开第八届董事会第二十八次会议及 2025 年第二次临时 股东大会，审议通过《关于公开挂牌转让所持旦华复能（珠海）新能源科技有限公司 股权的议案》，为优化资源配置，同意公司在不低于股权评估价的前提下通过广东联 合产权交易中心以公开挂牌方式转让公司所持有的旦华复能（珠海）新能源科技有限 公司（以下简称"旦华复能"）50.10%股权，最终交易价格和交易对手将根据公开挂 牌交易结果确定。具体内容详见公司在指定信息披露媒体《证券时报》《证券日报》 《上海证券报》《中国证券报》及巨潮资讯网（http://www.cninfo.com.cn）披露的 《第八届董事会第二十八次会议决议公告》（公告编号：2025- ...

Core Viewpoint - *ST Baoying (002047.SZ) resumed trading with a limit-up of 4.98%, closing at 2.53 yuan, following the announcement of a plan to issue A-shares to specific investors to raise up to 800 million yuan for working capital and debt repayment [1][4]. Group 1: Stock Issuance Details - The company plans to issue A-shares with a par value of 1.00 yuan each, targeting specific investors, and will proceed after approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][4]. - The issuance price is set at 1.89 yuan per share, which is 80% of the average trading price over the 20 trading days prior to the pricing date [2][3]. - The total number of shares to be issued will not exceed 423,280,423 shares, representing less than 30% of the company's total shares before the issuance [3]. Group 2: Shareholder Changes - The specific investor for this issuance is Hainan Shitong Niu Investment Co., Ltd., which was established to acquire shares in Baoying and will become a shareholder following the issuance [2][3]. - Following the share transfer agreement, the controlling shareholder will change from Zhuhai State-owned Assets Supervision and Administration Commission to Fu Xiaoqing and Fu Xiangde [3][4]. - Dahanqin Group will transfer 5.01% of its shares (75,964,060 shares) to Shitong Niu, and both Dahanqin Group and Dahanqin Hong Kong will waive their voting rights on these shares [3][4]. Group 3: Regulatory Compliance - The share transfer and issuance are subject to approval from relevant state-owned asset supervision authorities and must comply with regulatory requirements [4][5]. - The company will continue to advance related work and fulfill information disclosure obligations in accordance with legal regulations after the stock resumes trading [5].

Core Viewpoint - *ST Baoying is undergoing a change in control, with the actual controller shifting from Zhuhai State-owned Assets Supervision and Administration Commission to Fu Xiaoqing and Fu Xiangde. The company plans to focus on the optical coupler project and raise up to 800 million yuan through a stock issuance to enhance liquidity and repay debts [1][3][4]. Group 1: Change of Control - The controlling shareholder, Dahongqin Group, will transfer its 5.01% stake in *ST Baoying to Hainan Shitong New Investment Co., Ltd. at a price no less than 4.67 yuan per share, totaling at least 355 million yuan [3]. - Following the completion of the transfer, the controlling shareholder will change to Shitong New, and the actual controllers will be Fu Xiaoqing and Fu Xiangde [3][4]. - The stock will resume trading on October 27 after the announcement of the change in control [3]. Group 2: Investment Plans - The company plans to establish a wholly-owned subsidiary, Anwo Si Technology (Zhuhai) Co., Ltd., with an investment of 30 million yuan to develop the optical coupler project [4]. - The project aims to build a production base in Zhuhai and purchase high-precision production and testing equipment, with an expected investment of 200 million yuan during the trial period [4]. - The trial production line is expected to have an annual output of 240 million optical coupler products [4]. Group 3: Financial Performance - In the first half of 2023, *ST Baoying reported a revenue of 312 million yuan, a significant decline of 74.35% year-on-year, with a net loss attributable to shareholders of 23.76 million yuan [10][12]. - The decline in revenue is attributed to intense market competition, decreased operating income, and increased costs related to fixed asset depreciation and financing [10][12]. - The company's total assets decreased by 12.34% to approximately 1.24 billion yuan, and the net assets attributable to shareholders fell by 321.35% [12].

Core Viewpoint - *ST Baoying is undergoing a significant change in its controlling shareholder and actual controllers, with the transfer of shares to Hainan Shitong Niu Investment Co., Ltd. and a commitment from the previous shareholder not to seek control [1][2] Group 1: Shareholder Changes - The controlling shareholder of *ST Baoying will change to Hainan Shitong Niu Investment Co., Ltd. from Zhuhai State-owned Assets Supervision and Administration Commission [1] - Zhuhai Dahengqin Group will transfer 75,964,100 shares, representing 5.01% of the total shares, to Shitong Niu [1] - After the transfer, Shitong Niu will hold 5.01% of the voting rights in *ST Baoying [1] Group 2: Stock Issuance and Agreements - On October 24, *ST Baoying signed a conditional share subscription agreement with Shitong Niu for a cash subscription of up to 423 million shares, which will increase Shitong Niu's total shareholding to 25.74% [2] - The agreement includes a performance commitment and compensation agreement between Zhuhai Dahengqin Group and Shitong Niu [2] - The completion of these agreements will finalize the change in controlling shareholder and actual controllers of *ST Baoying [2]

Group 1 - Delong Huineng (000593) announced on October 24 that its controlling shareholder, Beijing Dingxin Ruitong Technology Development Co., Ltd., signed a share transfer intention agreement with Dongyang Noxin Composite Material Management Partnership (Limited Partnership), intending to transfer 29.64% of its shares, which may lead to a change in control of the company [1][3] - If the share transfer is completed, the actual controller of the company will change, but it will not adversely affect the company's normal production and sustainable development [3] - The company primarily engages in urban gas business, LNG-related business, and comprehensive energy business [4] Group 2 - Gongjin Co., Ltd. (603118) announced on October 24 that its major shareholders are planning a share transfer, which may lead to a change in control [4] - The company will suspend trading from October 27 due to the ongoing negotiations regarding the share transfer, with an expected suspension period of no more than two trading days [6] - Gongjin Co., Ltd. is a provider of information and communication products, covering various network communication and AI hardware manufacturing businesses [6] Group 3 - ST Baoying (002047) announced on October 24 that it plans to issue up to 423 million shares to Hainan Shitong New Investment Co., Ltd., raising no more than 800 million yuan, which will be used to supplement working capital and repay debts [8] - The controlling shareholder, Zhuhai Dahengqin Group Co., Ltd., intends to transfer 5.01% of its shares to Shitong New, with a transfer price of no less than 4.67 yuan per share, totaling no less than 355 million yuan [8] - After the completion of the share transfer and related agreements, the controlling shareholder will change to Shitong New, with the actual controllers being Fu Xiaoqing and Fu Xiangde [8] Group 4 - Shanda Diwei (688579) announced on October 24 that its actual controller, Shandong University, and Shandong Provincial State-owned Assets Supervision and Administration Commission signed a non-compensatory transfer agreement, transferring 24.59% of shares to Shandong High-speed Group [9][13] - If the transfer is completed, the controlling shareholder will change from Shanda Capital to Shandong High-speed Group, and the actual controller will change from Shandong University to Shandong Provincial State-owned Assets Supervision and Administration Commission [13] - Shanda Diwei's main business includes smart social security, smart medical insurance, and intelligent electricity, with revenue primarily from government departments and social enterprises [13] Group 5 - Huamai Technology (603042) announced on October 24 that it will resume trading on October 27 after terminating the planned change of control due to a lack of consensus on core issues with the transaction party [14] - Huamai Technology is a provider of information communication network infrastructure solutions, focusing on creating value for customers in the communication field [14]

Group 1 - Delong Huineng (000593) announced on October 24 that its controlling shareholder, Beijing Dingxin Ruitong Technology Development Co., Ltd., signed a share transfer intention agreement with Dongyang Noxin Chip Material Enterprise Management Partnership (Limited Partnership), intending to transfer 29.64% of its shares, which may lead to a change in control of the company [1][3] - If the share transfer is completed, the actual controller of the company will change, but it will not adversely affect the company's normal production and sustainable development [3] - The company primarily engages in urban gas business, LNG-related business, and comprehensive energy business [4] Group 2 - Gongjin Co., Ltd. (603118) announced on October 24 that its major shareholders are planning a share transfer that may lead to a change in control [4] - The company has applied for a trading suspension starting October 27, with an expected duration of no more than two trading days [6] - ST Baoying (002047) plans to issue up to 423 million shares to raise no more than 800 million yuan, primarily for replenishing working capital and repaying debts [6][8] Group 3 - ST Baoying's controlling shareholder, Zhuhai Dahengqin Group Co., Ltd., intends to transfer 5.01% of its shares to Hainan Shitong New Investment Co., Ltd. at a price not lower than 4.67 yuan per share, totaling at least 355 million yuan [8] - The transfer will result in a change of controlling shareholder to Shitong New, with the actual controllers being Fu Xiaoqing and Fu Xiangde [8] - Shandong University and Shandong Provincial State-owned Assets Supervision and Administration Commission signed an agreement to transfer 24.59% of shares of Shanda Diwei (688579) to Shandong High-speed Group [9][13]

Group 1 - The core point of the news is that *ST Baoying's controlling shareholder, Dahongqin Group, is transferring 5.01% of its shares to Shitong Niu, which will change the company's controlling shareholder and actual controller [1] - The share transfer agreement and performance commitment agreement were signed on October 24, 2025, and the completion of the transfer is subject to various approvals [1] - After the transfer, the controlling shareholder will change to Hainan Shitong Niu Investment Co., Ltd., and the actual controller will change from Zhuhai State-owned Assets Supervision and Administration Commission to Fu Xiaoqing and Fu Xiangde [1] Group 2 - For the first half of 2025, *ST Baoying's revenue composition was as follows: decoration and renovation accounted for 61.06%, construction engineering accounted for 29.92%, and others accounted for 9.02% [2] - The current market capitalization of *ST Baoying is 3.7 billion yuan [3]

Core Points - The audit committee of Shenzhen Baoying Construction Holding Group Co., Ltd. has completed the review of the rectification report regarding administrative regulatory measures from the Shenzhen Securities Regulatory Bureau [1] - The rectification report submitted by the company was deemed compliant and the measures were recognized as practical [1] - The audit committee emphasized the importance of adhering to legal regulations and the requirements outlined in the decision document during the review process [1] Summary by Categories - **Regulatory Compliance** - The company received a decision from the Shenzhen Securities Regulatory Bureau on October 17, 2025, which mandated corrective actions and issued warning letters to specific individuals [1] - The audit committee confirmed that the rectification report aligns with legal and regulatory requirements [1] - **Operational Improvements** - The committee plans to enhance the management of key areas such as engineering, procurement, and financial management [1] - There is a commitment to improve the quality of information disclosure to protect the rights of the company and its shareholders [1] - **Future Oversight** - The audit committee will strictly fulfill its supervisory responsibilities to ensure the long-term implementation of the rectification plan [1]

Core Viewpoint - *ST Baoying plans to invest 30 million yuan to establish a wholly-owned subsidiary, Anwo Technology (Zhuhai) Co., Ltd., focusing on the production of optical couplers [1] Group 1: Investment and Project Details - The company intends to use its own and raised funds of 30 million yuan to set up the subsidiary [1] - The project will involve the construction of a new production base in Zhuhai and the purchase of high-precision production and testing equipment [1] - The estimated investment for the trial phase of the project is 200 million yuan, with plans to build 5 trial production lines [1] - The expected annual production capacity during the trial phase is 240 million optical coupler products [1]

Core Viewpoint - *ST Baoying plans to issue up to 423 million shares to Hainan Shitong New Investment Co., Ltd., raising no more than 800 million yuan for working capital and debt repayment [1] Group 1: Stock Issuance and Fundraising - The company intends to issue no more than 423 million shares, aiming to raise up to 800 million yuan after deducting issuance costs [1] - The funds raised will primarily be used to supplement working capital and repay debts [1] Group 2: Share Transfer and Control Change - The controlling shareholder, Dahongqin Group, plans to transfer 5.01% of its shares in the company to Shitong New at a price of no less than 4.67 yuan per share, totaling at least 355 million yuan [1] - A voting rights waiver agreement has been signed, where Dahongqin Group will unconditionally waive its voting rights for all Baoying shares, and Dahongqin Holdings (Hong Kong) Co., Ltd. will waive voting rights for 30.32 million shares [1] - Following the completion of these transactions, the controlling shareholder will change to Shitong New, with the actual controllers shifting from Zhuhai State-owned Assets Supervision and Administration Commission to Fu Xiaoqing and Fu Xiangde [1] Group 3: Stock Resumption - The company's stock will resume trading on October 27 [1]