中能电气股份有限公司 | 证券代码：300062 | 证券简称：中能电气 | 公告编号：2025-073 | | --- | --- | --- | | 债券代码：123234 | 债券简称：中能转债 | | 关于控股股东及其一致行动人因可转债转股 权益比例被动稀释的提示性公告 信息披露义务人保证向本公司提供的信息内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 特别提示： 1、本次权益变动主要系公司可转换公司债券转股使公司总股本增加，致使 控股股东及其一致行动人合计权益比例被动稀释，不涉及持股数量发生变化。 2、本次权益变动不涉及要约收购，不会导致公司控股股东及其一致行动人 发生变化，不会影响公司控制权稳定性，不会对公司治理结构及持续经营产生影 响。 中能电气股份有限公司（以下简称"公司"）于 2025 年 11 月 26 日在巨潮 资讯网披露了《关于控股股东及其一致行动人因可转债转股权益比例被动稀释的 提示性公告》（公告编号：2025-049），于 2025 年 11 月 28 日在巨潮资讯网披 露 ...

| 证券代码：300062 | 证券简称：中能电气 | 公告编号：2025-072 | | --- | --- | --- | | 债券代码：123234 | 债券简称：中能转债 | | 3、最后转股日：2025 年 12 月 15 日。 2025 年 12 月 15 日为"中能转债"最后一个转股日，当日收市前，持有"中 能转债"的投资者仍可进行转股。2025 年 12 月 15 日收市后，仍未实施转股的 "中能转债"将停止转股，剩余"中能转债"将按照 100.01 元/张（含当期应计 利息，当期年利率为 0.80%，含息税）的价格强制赎回。若被强制赎回，投资者 可能面临损失，敬请投资者注意投资风险。 截至 2025 年 12 月 8 日收市后，距离"中能转债"停止交易（2025 年 12 月 11 日）仅剩 2 个交易日，距离"中能转债"停止转股（2025 年 12 月 16 日）仅 剩 5 个交易日。 4、债券持有人若转股，需开通创业板交易权限。 重要内容提示： 1、需要债券持有人自行操作转股，不会自动转股。 2、最后交易日：2025 年 12 月 10 日。 2025 年 12 月 10 日为"中能转债 ...

Core Viewpoint - Zhongneng Electric (300062.SZ) plans to acquire 65% equity and related debts of three companies in the same industry chain, aiming to enhance its product offerings and market share in the high-voltage sector [1][2][3]. Group 1: Acquisition Details - The acquisition involves purchasing 65% equity and debts of Shandong Dacheng Electric Co., Ltd., Shandong Dacheng High Voltage Switch Co., Ltd., and Shandong Shifang Electric Co., Ltd. for a total base price of 8.57 billion yuan [2][3]. - The transaction is still in the preliminary planning stage, and the final transaction details will depend on the bidding results at the Shandong Property Rights Exchange [2][3]. Group 2: Financial Performance - As of October 2025, the total assets of the three target companies amount to 1.4 billion yuan [7]. - Zhongneng Electric reported a revenue of 9.57 billion yuan for the first three quarters of 2025, a decrease of 4.30% year-on-year, but achieved a net profit of 5.11 million yuan, reversing a loss from the previous year [9][10]. - The financial performance of the target companies shows mixed results, with two of them reporting losses [4][5][6]. Group 3: Strategic Rationale - The acquisition is intended to fill the product gap in the high-voltage sector and leverage synergies to enhance the company's competitive position and business scale [1][3]. - Zhongneng Electric aims to align this acquisition with its development strategy, focusing on expanding its product categories and market presence [1][3].

Core Viewpoint - Zhongneng Electric has announced an investment plan to acquire 65% stakes in three companies, aiming to fill gaps in its high-voltage product offerings and enhance its market position [1][4]. Group 1: Acquisition Details - The total base price for the three acquisitions is estimated at 857 million yuan [2][3]. - The targeted companies include Dacheng Electric, Dacheng High Voltage Switch, and Shuifa Chixiang Electric, with respective debts of 96.32 million yuan, 114 million yuan, and 81.69 million yuan [3]. - The acquisition is part of a strategic move to strengthen the company's position in the high-voltage sector, which is crucial for future competitiveness [4][5]. Group 2: Financial Implications - The projected combined revenue for the acquired companies in 2024 is approximately 1.154 billion yuan, which would double Zhongneng Electric's revenue [5]. - However, two of the targeted companies reported significant losses in the first ten months of 2025, totaling 44.96 million yuan, which poses a risk to Zhongneng Electric's financial health [6][7]. Group 3: Strategic Intent - The acquisition is described as a "strategic positioning" move to transition from medium-voltage to high-voltage products, aiming to overcome market barriers and enhance overall competitiveness [4][8]. - The targeted companies primarily serve major clients like the State Grid, indicating a focus on high-value contracts and market share expansion [4]. Group 4: Challenges and Risks - The acquisition process involves uncertainties, including the potential for not securing the bids due to market competition and the need for substantial upfront cash [6][8]. - Zhongneng Electric's current cash balance of 661 million yuan is insufficient to cover the total base price of 857 million yuan, raising concerns about funding the acquisition [8].

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Core Viewpoint - Zhongneng Electric plans to acquire control of three companies, which is expected to constitute a significant asset restructuring [2][5][11]. Group 1: Acquisition Details - Zhongneng Electric intends to purchase 65% equity and related debts of Shandong Dachai Electric Co., Shandong Dachai High Voltage Switch Co., and Shuifa Chixiang Electric (Shandong) Co. for a total transaction value of approximately 857 million yuan [2][7]. - The acquisition will be conducted through public bidding at the Shandong Property Rights Exchange, with a total base price of 857 million yuan for the three assets [7][8]. - The company plans to fund the entire transaction with self-raised funds, without issuing new shares [7][8]. Group 2: Financial Performance of Target Companies - The three target companies show significant financial performance divergence, with combined projected revenues for 2024 reaching approximately 1.154 billion yuan, which represents 100.56% of Zhongneng Electric's expected revenue for the same period [7][9]. - Dachai Electric reported a net loss of 30.83 million yuan, while Dachai High Voltage also incurred a loss of 14.14 million yuan; in contrast, Shuifa Chixiang achieved a net profit of 10.54 million yuan [9][10]. - The total assets of the target companies amount to approximately 1.42 billion yuan, with net assets of about 747 million yuan [8][9]. Group 3: Strategic Rationale - The acquisition aims to fill the product gap in the high-voltage sector, enhancing Zhongneng Electric's product offerings and aligning with its strategic shift from medium-voltage to high-voltage products [5][11][12]. - The target companies specialize in high-voltage transformers and switches, which are critical for the new power system construction, thus positioning Zhongneng Electric to better compete in the market [11][12]. - The acquisition will provide access to established customer resources and qualifications in the mainstream power market, particularly with State Grid and other major clients [12][13].

Core Viewpoint - Zhongneng Electric plans to acquire control of three companies, which is expected to constitute a significant asset restructuring [1][6] Group 1: Acquisition Details - Zhongneng Electric intends to purchase 65% equity and related debts of Shandong Dachai Electric Co., Ltd., Shandong Dachai High Voltage Switch Co., Ltd., and Shuhua Chixiang Electric (Shandong) Co., Ltd. [1][3] - The total base price for the three transactions is set at 857 million yuan [4] - The payment for the acquisition will be entirely funded by the company's own resources, without issuing new shares [5] Group 2: Financial Performance of Target Companies - The three target companies show significant financial performance divergence, with total projected revenue for 2024 estimated at approximately 1.154 billion yuan, representing 100.56% of Zhongneng Electric's expected revenue [6][8] - Dachai Electric reported a net loss of 30.83 million yuan, while Dachai High Voltage incurred a net loss of 14.14 million yuan; in contrast, Shuhua Chixiang achieved a net profit of 10.54 million yuan [8] - The total assets and net assets of the target companies are 1.42 billion yuan and 747.27 million yuan, respectively [7] Group 3: Strategic Rationale - The acquisition aims to fill the gap in Zhongneng Electric's product offerings in the high-voltage sector, which is crucial for the company's strategic expansion [9][10] - The target companies specialize in high-voltage transformers and switches, which aligns with Zhongneng Electric's goal to enhance its competitive position in the high-voltage market [9][10] - The acquisition will provide access to established customer resources and qualifications in the mainstream power market, particularly with State Grid [10] Group 4: Transaction Process - The board of Zhongneng Electric approved the proposal to participate in the bidding process and agreed to pay a deposit of up to 100 million yuan [6] - The transaction is subject to approval from the company's extraordinary general meeting [6]

Group 1: Major Asset Restructuring Announcements - Zhongneng Electric plans to acquire 65% equity and debts of three companies, including Shandong Dachai Electric Co., Ltd., which may constitute a major asset restructuring [1][4][6] - Bohai Chemical is planning to acquire control of Anhui Taida New Materials Co., Ltd., which is expected to be classified as a major asset restructuring [1] - Jiahua Technology intends to purchase 90% of Shudun Information Technology Co., Ltd. through a combination of share issuance and cash payment, likely constituting a major asset restructuring [1][11] Group 2: Regulatory Developments - On December 5, the China Securities Regulatory Commission publicly solicited opinions on the draft of the "Regulations on the Supervision and Administration of Listed Companies," which aims to standardize merger and acquisition behaviors [2] - The draft regulations include detailed definitions and requirements for major asset restructuring, acquisition behaviors, and the roles of financial advisors [2] Group 3: Financial and Operational Implications - Zhongneng Electric's acquisition involves a cash payment of approximately 96.32 million yuan and 114 million yuan in debts from the target companies, with the potential for significant operational synergies in the power industry [4][7] - Jiahua Technology's acquisition of Shudun Technology is expected to enhance its capabilities in the Internet of Things and big data sectors, leveraging synergies in technology and customer service [12][14] - Prior to the announcements, Zhongneng Electric's stock rose by 12.76%, closing at 9.28 yuan per share, with a total market capitalization of 5.547 billion yuan [8]

Core Viewpoint - Zhongneng Electric (300062) plans to acquire equity and debt from three companies, aiming to enhance its market position in the power industry through strategic mergers and acquisitions [1][3][5] Group 1: Acquisition Details - Zhongneng Electric intends to purchase 65% equity and associated debts from Shandong Dachai Electric Co., Ltd. (CNY 96.3169 million), Shandong Dachai High Voltage Switch Co., Ltd. (CNY 114 million), and Shandong Waterfa Chixiang Electric Co., Ltd. (CNY 81.6871 million) [3][4] - The acquisition will be executed through cash payment, with the total transaction price subject to the final bidding results at the Shandong Property Rights Exchange [4] - The acquisition is expected to be classified as a major asset restructuring under the regulations for listed companies [4] Group 2: Financial Performance of Target Companies - Shandong Dachai Electric Co., Ltd. reported a loss of CNY 30.8315 million for the period from January to October 2025, while Shandong Dachai High Voltage Switch Co., Ltd. incurred a loss of CNY 14.1375 million during the same period [4] Group 3: Strategic Rationale - The target companies specialize in the research, production, and sales of high voltage transformers and switches, primarily serving major clients in the power industry, including the State Grid [5] - The acquisition is aligned with Zhongneng Electric's strategy to expand its product offerings in the high voltage sector, enhance market share, and improve overall competitiveness through synergies [5]

Core Viewpoint - The company is planning to acquire 65% stakes and associated debts in three subsidiaries, which will become its controlling subsidiaries after the transaction, enhancing its product offerings in the high-voltage sector and aligning with its development strategy [1][2]. Group 1: Acquisition Details - The company intends to purchase 65% equity and debts of Shandong Dacheng Electric Co., Ltd. (CNY 96.3169 million), Shandong Dacheng High Voltage Switch Co., Ltd. (CNY 114 million), and Shandong Waterfa Chixiang Electric Co., Ltd. (CNY 81.6871 million) [1]. - The total base price for the equity and debts of the three companies is CNY 4.71 billion, CNY 1.95 billion, and CNY 1.91 billion respectively [1]. - The acquisition is expected to be classified as a major asset restructuring but will not involve related party transactions or changes in control, and the company's stock will not be suspended [1]. Group 2: Strategic Rationale - The acquisition is aimed at enhancing the company's product range in the high-voltage sector, filling existing gaps, and leveraging synergies to improve market share and competitiveness [2]. - The company will participate in a public bidding process for the acquisition, with a required deposit of CNY 100 million, introducing uncertainty regarding the success of the bid [2]. Group 3: Financial Performance - In the first ten months of 2025, Shandong Dacheng Electric Co., Ltd. reported a loss of CNY 30.8315 million, while Shandong Dacheng High Voltage Switch Co., Ltd. incurred a loss of CNY 14.1375 million; however, Shandong Waterfa Chixiang Electric Co., Ltd. achieved a net profit of CNY 10.5418 million [1]. - The company reported a total revenue of CNY 957 million in the first three quarters, a year-on-year decrease of 4.3%, but managed to turn a profit with a net profit of CNY 5.1124 million [3].