证券代码：002634 证券简称：棒杰股份 公告编号：2025-109 浙江棒杰控股集团股份有限公司 关于变更内部审计机构负责人的公告 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、误导性陈述或重大遗漏。 浙江棒杰控股集团股份有限公司（以下简称"公司"）董事会于近日收到公 司内部审计机构负责人王晨先生递交的书面辞职报告，王晨先生因个人原因申请 辞去公司内部审计机构负责人职务，辞职申请自送达公司董事会之日起生效，其 辞职后将不再担任公司其他职务。公司董事会对王晨先生在担任内部审计负责人 期间做出的贡献表示衷心感谢。 浙江棒杰控股集团股份有限公司董事会 2025 年 10 月 28 日 1 附件：简历 邹舟女士：1987 年 6 月出生，中国国籍，无境外永久居留权，本科学历， 国际注册内审师，中级审计师。历任义乌华鼎锦纶股份有限公司审计主管、审计 经理、审计总监，内审负责人；浙江润马光能集团有限公司审计主管。现任浙江 棒杰控股集团股份有限公司审计高级专业经理，内部审计机构负责人。 截至本公告披露日，邹舟女士未持有公司股份，与持有公司 5%以上股份的 股东、实际控制人、其他董事、高级管理 ...

第六届董事会第二十二次会议决议公告 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、董事会会议召开情况 证券代码：002634 证券简称：棒杰股份 公告编号：2025-107 浙江棒杰控股集团股份有限公司 浙江棒杰控股集团股份有限公司(以下简称"公司")第六届董事会第二十二 次会议通知于 2025 年 10 月 25 日以电子邮件方式发出。会议于 2025 年 10 月 28 日在公司会议室以现场表决与通讯表决相结合的方式召开。会议应到董事 9 人， 实到董事 9 人。本次会议由董事长曹远刚先生召集并主持，会议的召集、召开符 合《公司法》、《公司章程》的有关规定。 二、董事会会议审议情况 （一）审议通过了《2025 年第三季度报告》 表决结果：9票同意、0票反对、0票弃权。 《2025年第三季度报告》（公告编号：2025-108）具体内容登载于2025年10 月29日《证券时报》、《证券日报》、《中国证券报》、《上海证券报》和巨潮资讯网 www.cninfo.com.cn。 （二）审议通过了《关于聘任公司内部审计机构负责人的议案》 表决结果：9 票同意、0 ...

Group 1 - The core point of the article is that Bangjie Co., Ltd. held its 22nd meeting of the 6th board of directors on October 28, 2025, where it reviewed the proposal for appointing the head of the internal audit institution [1] - For the first half of 2025, the revenue composition of Bangjie Co., Ltd. was 96.67% from the textile industry and 3.33% from other businesses [1] - As of the time of reporting, the market capitalization of Bangjie Co., Ltd. was 2.3 billion yuan [1] Group 2 - The A-share market has surpassed 4,000 points, marking a significant resurgence after ten years of stagnation, with a new "slow bull" market pattern emerging driven by technology [1]

Group 1 - The core point of the article is that Bangjie Co., Ltd. reported a significant decline in revenue and a substantial net loss for the third quarter and the first three quarters of the year [1] Group 2 - For the third quarter, the company's revenue was 122 million yuan, representing a decrease of 43.87% [1] - The net profit for the third quarter was a loss of 755 million yuan [1] - For the first three quarters, the total revenue was 414 million yuan, down 56.68% compared to the previous year [1] - The net profit for the first three quarters was a loss of 905 million yuan [1]

Financial Performance - The company's revenue for Q3 2025 was ¥122,113,424.86, representing a decrease of 43.87% year-over-year[5]. - The net profit attributable to shareholders was -¥755,088,240.85, a decline of 1,437.50% compared to the same period last year[5]. - Basic and diluted earnings per share were both -¥1.68, reflecting a decrease of 1,427.27% year-over-year[5]. - The company's operating revenue decreased by 56.68% to ¥414,357,541.51 compared to the previous period, primarily due to a reduction in the photovoltaic sector[10]. - The company reported a net loss of ¥1,058,238,101.00 for the current period, compared to a net loss of ¥285,240,480.74 in the previous period, indicating a significant increase in losses[33]. - Operating profit was reported at -¥1,005,858,298.30, a decline from -¥279,818,991.10 in the prior period, reflecting ongoing operational challenges[33]. - Total comprehensive income for the current period was -¥1,060,336,012.45, compared to -¥282,957,414.49 in the prior period, highlighting worsening financial performance[33]. - The company reported a net loss of 774.16 million yuan for the current period, compared to a loss of 25.84 million yuan in the previous period[32]. Cash Flow and Liquidity - The cash flow from operating activities for the year-to-date period increased by 130.48% to ¥64,404,048.29[5]. - The net cash flow from operating activities improved by 130.48% to ¥64,404,048.29, despite the overall decline in the photovoltaic business[10]. - Cash and cash equivalents decreased from 302.72 million yuan to 150.15 million yuan, a decline of 50.5%[29]. - Cash and cash equivalents at the end of the period stood at ¥126,836,832.85, down from ¥237,504,726.76 at the end of the previous period, reflecting liquidity challenges[35]. - Cash flow from investing activities resulted in a net outflow of -¥13,611,118.22, compared to -¥555,543,778.80 in the prior period, indicating reduced investment activity[34]. - Financing activities resulted in a net cash outflow of -¥163,495,417.83, a significant decrease from a net inflow of ¥492,895,844.54 in the previous period, reflecting changes in financing strategy[35]. Assets and Liabilities - Total assets at the end of the reporting period were ¥2,160,485,359.48, down 34.07% from the previous year[5]. - The company's equity attributable to shareholders was -¥607,317,104.00, a decrease of 302.54% compared to the end of the previous year[5]. - The company reported a significant reduction in cash and cash equivalents, down 50.40% to ¥150,151,251.20[9]. - The total number of ordinary shareholders at the end of the reporting period was 15,794, with no preferred shareholders[12]. - The company's total liabilities amounted to 3.00 billion yuan, slightly down from 3.06 billion yuan at the start of the period[31]. - The total assets decreased from 3.28 billion yuan at the beginning of the period to 2.16 billion yuan by the end of September 2025[30]. Shareholder Information - The top shareholder, Tao Jianwei, holds 11.68% of the shares, amounting to 53,641,477 shares, with 13,000,000 shares pledged[12]. - The company has a repurchase account holding 9,608,820 shares, representing 2.09% of the total share capital of 459,352,513 shares[13]. - The company transferred a total of 23,100,000 shares to Shanghai Qishuai, representing 5.03% of the total share capital, and 5.14% after excluding repurchased shares[14]. - After the share transfer, Shanghai Qishuai holds 19.94% of the voting shares, which is 20.36% after excluding repurchased shares[16]. Strategic Changes and Risks - The company terminated the Jiangshan high-efficiency photovoltaic cell and large-size silicon wafer slicing project due to increased investment risks and strategic shifts[18]. - The company signed a termination agreement for the high-efficiency photovoltaic module and R&D center project due to unfavorable market conditions[23]. - The company is currently undergoing a pre-restructuring process as per the court's decision, which may impact future operations[25]. - The company has warned of potential delisting risks if net assets remain negative after the annual report[26]. - The company will continue to monitor the restructuring process and fulfill its disclosure obligations to protect shareholder interests[25]. - The company’s subsidiary Yangzhou Bangjie has been subjected to a pre-restructuring application due to inability to repay debts, as filed by a creditor[24]. Operating Costs and Expenses - Operating costs fell by 63.29% to ¥347,289,915.22, also attributed to the decline in the photovoltaic business[10]. - Research and development expenses decreased by 63.52% to ¥15,059,123.74, reflecting reduced investment in the photovoltaic sector[10]. - Financial expenses surged by 2312.83% to ¥84,468,452.77, mainly due to increased debt interest and penalties[10]. - The company recorded a loss from other operating income and expenses of -¥20,733,903.97 for the current period[7]. - The company experienced a significant decrease in cash inflow from sales, with ¥464,332,369.36 in the current period compared to ¥962,106,238.92 previously, indicating a drop of approximately 52%[34]. - The company reported a tax expense of ¥628,534.37, a decrease from ¥4,700,720.84 in the previous period, indicating a reduction in taxable income[33].

Market Overview - The apparel and home textile sector increased by 0.03% compared to the previous trading day, with Luolai Life leading the gains [1] - The Shanghai Composite Index closed at 3988.22, down 0.22%, while the Shenzhen Component Index closed at 13430.1, down 0.44% [1] Top Performers - Luolai Life (002293) closed at 9.40, up 5.86% with a trading volume of 356,400 shares and a turnover of 339 million yuan [1] - Shengtai Group (605138) closed at 7.91, up 4.91% with a trading volume of 165,300 shares and a turnover of 132 million yuan [1] - Xinhe Shares (003016) closed at 8.84, up 4.49% with a trading volume of 289,500 shares and a turnover of 254 million yuan [1] Underperformers - ST Erya (600107) closed at 8.77, down 4.98% with a trading volume of 160,200 shares and a turnover of 144 million yuan [2] - Ribo Fashion (603196) closed at 23.12, down 4.93% with a trading volume of 60,300 shares and a turnover of 141 million yuan [2] - Anzheng Fashion (603839) closed at 8.91, down 3.47% with a trading volume of 117,000 shares and a turnover of 106 million yuan [2] Capital Flow - The apparel and home textile sector experienced a net outflow of 147 million yuan from institutional investors, while retail investors saw a net inflow of 125 million yuan [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2][3] Individual Stock Capital Flow - Wanlima (300591) had a net inflow of 29.27 million yuan from institutional investors, while it saw a net outflow of 2.39 million yuan from retail investors [3] - Shengtai Group (605138) experienced a net inflow of 15.85 million yuan from institutional investors, but a net outflow of 23.59 million yuan from retail investors [3] - Seven Wolves (002029) had a net inflow of 18.53 million yuan from institutional investors, with a net outflow of 1.03 million yuan from retail investors [3]

Core Points - The stock price of Bangjie Co., Ltd. increased by 2.18% on October 16, reaching 5.15 CNY per share, with a total market capitalization of 2.366 billion CNY [1] - The company has seen a year-to-date stock price increase of 36.97%, with recent gains of 4.46% over the last five trading days and 23.50% over the last 60 days [1] - As of June 30, the number of shareholders increased by 46% to 26,800, while the average circulating shares per person decreased by 31.51% to 16,644 shares [2] Financial Performance - For the first half of 2025, Bangjie Co., Ltd. reported a revenue of 292 million CNY, a year-on-year decrease of 60.45%, and a net profit attributable to shareholders of -150 million CNY, a decrease of 5.50% [2] - The company has cumulatively distributed 157 million CNY in dividends since its A-share listing, with no dividends paid in the last three years [3] Business Overview - Bangjie Co., Ltd. is primarily engaged in the manufacturing and sales of seamless clothing, which constitutes 96.67% of its main business revenue [1] - The company operates in the textile and apparel industry, specifically in non-sports clothing, and is involved in various sectors including TOPCon batteries and solar energy [2]

Group 1 - The company held its 21st meeting of the 6th Board of Directors on October 15, 2025, with all 9 directors present, and the meeting complied with relevant laws and regulations [2][3] - The Board approved the election of Mr. Cao Yuangang as the representative director to execute company affairs, with his term lasting until the end of the current Board's term [3] - The Board confirmed the members and the convener of the Audit Committee, maintaining the same composition as before, with Mr. Zhang Guqiao as the chairman [4] Group 2 - The company announced that its subsidiary, Bangjie New Energy Technology Co., Ltd., had its equity in Jiangshan Bangjie New Energy Technology Co., Ltd. judicially frozen due to a loan dispute with China Construction Bank, with a preservation amount of 22.5536 million yuan [7][8] - The judicial freeze is a result of a lawsuit where the subsidiary failed to repay a loan of 22.9874 million yuan, leading to a court-ordered preservation of assets [9][10] - The company is actively seeking to negotiate with the freezing party to resolve the issue and prevent potential auction of the frozen equity [10][11] Group 3 - The company held its fifth extraordinary general meeting on October 15, 2025, with 49 shareholders present, representing 30.8984% of the voting shares [19] - The meeting approved several resolutions, including the cancellation of the Supervisory Board and amendments to the Articles of Association, with overwhelming support from shareholders [21][24] - Legal opinions confirmed that the meeting's procedures and voting results were in compliance with relevant laws and regulations [42]

关于子公司股权被轮候冻结的公告 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。 证券代码：002634 证券简称：棒杰股份 公告编号：2025-106 浙江棒杰控股集团股份有限公司 重要内容及特别风险提示： 经公开渠道查询，并结合江苏省苏州市姑苏区人民法院送达的《民事裁定书》 [（2025）苏0508民初7682号]，本次公司下属子公司棒杰新能源科技有限公司（以 下简称"棒杰新能源"）持有的江山棒杰新能源科技有限公司股权被司法轮候冻 结的原因是，中国建设银行股份有限公司苏州城中支行诉棒杰新能源、扬州棒杰 新能源科技有限公司、公司金融借款合同纠纷一案[案号：（2025）苏0508民初7682 号]，申请江苏省苏州市姑苏区人民法院采取保全措施所致。案件涉及的财产保 全金额为2,255.36万元,若公司及子公司后续未能与申请冻结方协商和解或未能 偿还相关债务，则被冻结的股权可能面临对应2,255.36万元部分被司法拍卖的风 险。 | 执行法院 | 执行裁定文 | 被执行人 | 被冻结股权 | 被冻结股权 | 财产保全金 | 申请冻结方 | | --- | --- ...

棒杰股份 2025 年第五次临时股东大会法律意见书 国浩律师（杭州）事务所 国浩律师（杭州）事务所 关 于 浙江棒杰控股集团股份有限公司 2025 年第五次临时股东大会 法律意见书 二〇二五年十月 棒杰股份 2025 年第五次临时股东大会法律意见书 国浩律师（杭州）事务所 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 国浩律师（杭州）事务所 关 于 浙江棒杰控股集团股份有限公司 2025 年第五次临时股东大会 法律意见书 致：浙江棒杰控股集团股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受浙 ...