重要内容提示： 1、证券代码：300569，证券简称：天能重工 | 证券代码：300569 | 证券简称：天能重工 | 公告编号：2025-055 | | --- | --- | --- | | 转债代码：123071 | 转债简称：天能转债 | | 青岛天能重工股份有限公司 关于 2025 年第二季度可转换公司债券转股情况的公告 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。 2、转债代码：123071，转债简称：天能转债 3、最新有效的转股价格：7.47 元/股 根据《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第 15 号——可转换公司债券》的有关规定，青岛天能重工股份有限 公司（以下简称"公司"）现将 2025 年第二季度可转换公司债券（以下简称"可 转债"）转股以及公司股份变动的情况公告如下： 一、天能转债发行上市基本情况 经中国证券监督管理委员会"证监许可[2020]2326 号"文同意注册的批复， 青岛天能重工股份有限公司（以下简称"公司"）于 2020 年 10 月 21 日向不特 定对象发行了 700 万张可转换公 ...

Company Overview - Qingdao Tennen Heavy Industry Co., Ltd. maintains a long-term credit rating of AA- with a stable outlook for both the company and its "Tennen Convertible Bonds" [1][3] - The company is a leading manufacturer of wind turbine towers in China, with a competitive advantage in product quality, capacity layout, and customer resources [3][5] Financial Performance - In 2024, the company's total revenue decreased by 22.72% year-on-year, with a total profit of -2.70 billion yuan, indicating a shift from profit to loss [5][19] - The revenue from wind turbine tower manufacturing significantly declined due to slowed project bidding and increased market competition, leading to a drop in both revenue and gross margin [5][19] - The company's gross margin for wind turbine towers fell to 3.39% in 2024, while the gross margins for solar and wind power businesses were 65.90% and 56.97%, respectively [5][19] Asset and Liability Management - As of the end of 2024, the company's total assets were 119.52 billion yuan, with total liabilities of 49.03 billion yuan, indicating a manageable debt level [6][11] - The proportion of accounts receivable and inventory to current assets was 70.18%, with accounts receivable over one year accounting for 53.19% [6][7] Market Position and Competition - The company holds approximately 11.91% market share in the wind turbine tower sector, ranking third in the industry [17] - The wind power industry is experiencing intensified competition, with a decrease in bidding prices for wind turbine products [15][16] Future Outlook - The company is expected to see growth in operational scale as ongoing wind power projects are completed and put into operation [4][5] - The overall credit status of the company is anticipated to remain stable, with potential for rating upgrades if significant market expansion and improved cash flow occur [4][5]

青岛天能重工股份有限公司 2025 年跟踪评级报告 1 联合〔2025〕4742 号 联合资信评估股份有限公司通过对青岛天能重工股份有限公司 主体及其相关债券的信用状况进行跟踪分析和评估，确定维持青岛 天能重工股份有限公司主体长期信用等级为 AA-，维持"天能转债" 信用等级为 AA-，评级展望为稳定。 特此公告 联合资信评估股份有限公司 | | | www.lhratings.com 评级总监： 二〇二五年六月二十日 声 明 一、本报告是联合资信基于评级方法和评级程序得出的截至发表之日 的独立意见陈述，未受任何机构或个人影响。评级结论及相关分析为联合 资信基于相关信息和资料对评级对象所发表的前瞻性观点，而非对评级对 象的事实陈述或鉴证意见。联合资信有充分理由保证所出具的评级报告遵 循了真实、客观、公正的原则。鉴于信用评级工作特性及受客观条件影响， 本报告在资料信息获取、评级方法与模型、未来事项预测评估等方面存在 局限性。 二、本报告系联合资信接受青岛天能重工股份有限公司（以下简称 "该公司"）委托所出具，除因本次评级事项联合资信与该公司构成评级 委托关系外，联合资信、评级人员与该公司不存在任何影响评级行为独 ...

| 证券代码：300569 | 证券简称：天能重工 | 公告编号：2025-054 | | --- | --- | --- | | 转债代码：123071 | 转债简称：天能转债 | | 青岛天能重工股份有限公司 关于股份回购实施结果暨股份变动的公告 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。 青岛天能重工股份有限公司（以下简称"公司"）于 2024 年 8 月 2 日召开 公司第四届董事会第四十三次会议、2024 年 8 月 20 日召开 2024 年第二次临时 股东大会，审议通过了《关于回购公司股份方案的议案》，同意公司使用自有资 金以集中竞价交易方式回购部分公司股份（以下简称"本次回购"），回购股份 的资金总额不低于人民币 5,000 万元且不超过人民币 10,000 万元，回购股份的价 格不超过人民币 6.41 元/股。回购的股份将用于后续实施股权激励或员工持股计 划，以及用于维护公司价值及股东权益（股份出售的情况）。其中，用于实施股 权激励或员工持股计划的计划金额为 2,500 万-5,000 万，用于维护公司价值及股 东权益（股份出售的情况）的 ...

Core Viewpoint - The increase in terminated agreements for equity transfers in the A-share market is attributed to stricter regulatory scrutiny and market volatility affecting the parties involved [1][2][4]. Group 1: Termination of Agreements - As of May 26, 2023, 25 companies have announced the termination of equity transfer agreements this year, matching the total for the entire previous year [1][2]. - In May alone, 13 companies announced the termination of agreements, with 10 involving controlling shareholders or actual controllers [1][2]. - The majority of these terminated agreements were signed after the implementation of the new reduction regulations in May 2022, with 80% occurring in the fourth quarter of last year [2][3]. Group 2: Reasons for Termination - The reasons for the termination of agreements include stricter regulatory oversight, insufficient funds from the transferee, and fluctuations in secondary market prices leading to breaches of contract [1][2][5]. - Many of the terminated agreements had not received confirmation from the exchange and had not completed the necessary transfer registration procedures [2][3]. Group 3: Regulatory Challenges - The difficulty in regulatory oversight stems from the opaque nature of funding sources, as private equity funds and trust plans do not disclose ultimate investors, complicating the verification process [5][6]. - Key regulatory challenges include identifying hidden relationships between transferors and transferees, and the difficulty in detecting off-the-books agreements that circumvent regulations [5][6]. Group 4: Recommendations for Strengthening Regulation - Suggestions for enhancing regulatory oversight include requiring private equity funds to disclose ultimate beneficiaries, establishing dynamic monitoring of transfer agreements, and increasing penalties for violations [6]. - The use of technology, such as AI, to create a database of equity relationships and identify unusual networks among transferees is also recommended [6].

Group 1: TianNeng Heavy Industry - TianNeng Heavy Industry has recently won bids for projects including the Guangxi Nuclear Power Yangjiang Fanshi project and parts of the Jiangsu Rudong intertidal zone project [1] - The company focuses on exporting wind power equipment such as towers and jackets, primarily in the Asia-Pacific market, and is steadily expanding its overseas operations [1] - The overall trend of processing fees is on the rise, driven by enhanced R&D capabilities and the optimization of product structure, with high-value new products commanding significantly higher processing fees than traditional categories [1] - The company expects steady improvement in processing fees due to ongoing cost optimization measures and the delivery of overseas orders signed in previous years, with new orders anticipated for delivery in Q3 and Q4 of this year [1] Group 2: Agricultural Products - The company aims to build a mutually beneficial agricultural product ecosystem through improved circulation efficiency, market linkage, base business development, import-export expansion, urban food distribution, digitalization, and reasonable dividends [2] - It has established a nationwide agricultural wholesale market layout, enhancing transaction efficiency through optimized market positioning and the introduction of new trading varieties [2] - The company collaborates with approximately 400,000 acres of standardized planting bases, focusing on key regional development and enhancing its import-export service capabilities [2] - A cash dividend of 0.70 yuan per 10 shares is proposed, totaling 118,787,489.17 yuan [2]

Group 1 - The core viewpoint of the news is that TianNeng Heavy Industry has secured several significant projects and is expanding its overseas business, particularly in the Asia-Pacific market [1] - TianNeng Heavy Industry has won bids for projects such as the Guangxi Yangjiang Fan Stone Project and parts of the Jiangsu Rudong Intertidal Zone Project [1] - The company is focusing on exporting wind power equipment, including towers and jackets, and is also involved in oil and gas pile products [1] Group 2 - The processing fee trend is on the rise this year, driven by enhanced R&D capabilities and product structure optimization [1] - High-value new products have significantly higher processing fees compared to traditional categories, indicating a shift towards more profitable offerings [1] - The delivery of overseas orders is expected to increase in the third and fourth quarters, with new orders signed this year [1]

Group 1: Investor Relations Activity - The investor relations activity was a targeted research event held online on May 23, 2025 [2][3] - Participants included representatives from various asset management firms and securities companies [2] Group 2: Company Projects and Business Operations - The company has secured contracts for marine engineering projects, including the Guanghe Yangjiang Fan Stone project and sections of the Jiangsu Rudong intertidal zone project [3] - The overseas business primarily focuses on exporting wind power equipment such as tower tubes and conductor frames, with a significant presence in the Asia-Pacific market [3] Group 3: Financial Trends and Projections - The processing fees are expected to rise due to an overall upward trend in bidding prices and enhanced R&D capabilities leading to higher-value products [3] - The first quarter's deliveries were primarily from orders signed last year, which had lower profit margins, while new orders are anticipated to be delivered in Q3 and Q4 of this year [3] Group 4: Disclosure Compliance - The activity did not involve any undisclosed significant information [3]

Group 1: Project and Capacity Expansion - The Jiangsu Phase II factory is expected to be completed by the end of May 2025, increasing annual production capacity by 80,000 tons, focusing on offshore products such as large monopiles, towers, and suction buckets [2] - The company maintains a flexible investment strategy, focusing on high-quality targets that align with its strategic positioning, supported by a robust financial framework [2] Group 2: Financial Performance and Market Outlook - In 2024, the company anticipates improved profits from offshore products, following a low delivery volume of approximately 100,000 tons last year, which was impacted by high fixed costs [3] - The wind power industry is expected to thrive in 2025, with significant projects commencing in coastal provinces like Guangdong and Jiangsu, creating favorable market conditions [3] Group 3: Renewable Energy Development - The company's renewable energy generation capacity currently stands at 681.3 MW, including 118 MW of solar power and 563.3 MW of wind power, with an additional 90 MW under construction [3] - The goal is to achieve full capacity grid connection by 2025, with 80% of power plants currently managed autonomously, aiming for 100% self-operation coverage [3] Group 4: Strategic Initiatives - The company plans to deepen its strategic layout in renewable energy, focusing on "rolling development" and optimizing investment strategies based on market trends and policy guidance [4] - There is an emphasis on exploring differentiated business models in areas such as energy storage, green electricity trading, and integrated energy solutions, aiming to enhance the contribution of this sector to overall revenue [4]

北京德和衡律师事务所 BEIJING DHH LAW FIRM 北京德和衡律师事务所 关于青岛天能重工股份有限公司 2024年年度股东大会的 法律意见书 德和衡证见意见（2025）第119号 中国·北京市朝阳区建国门外大街 2 号银泰中心 C 座 11、12 层 电话： (+86 10) 8540 7666 邮编：100022 www.deheheng.com 北京德和衡律师事务所 关于青岛天能重工股份有限公司 2024年年度股东大会的 法律意见书 德和衡证见意见（2025）第119号 致：青岛天能重工股份有限公司 北京德和衡律师事务所（以下简称"本所"）接受青岛天能重工股份有限公司（以下简称 "公司"或"贵公司"）的委托，指派本所律师出席贵公司 2024 年年度股东大会。本所律师 依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以 下简称"《证券法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）、《青 岛天能重工股份有限公司章程》（以下简称"《公司章程》"）及相关法律法规以及规范性文 件的规定，就本次股东大会的有关事宜出具本法律意见书。 一、 本次股东大会的召集 ...