倍杰特集团股份有限公司 证券代码：300774 证券简称:倍杰特 公告编号：2025-041 倍杰特集团股份有限公司 2025年第一次临时股东大会决议公告 1、召开时间： 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025年7月9日上午 9:15-9:25，9:30-11:30，下午13:00-15:00；通过深圳证券交易所互联网投票系统进行网络 投票的具体时间为：2025年7月9日上午9:15至下午15:00的任意时间。 2、现场会议召开地点：北京经济技术开发区荣华中路8号院8号楼4层501公司会议室 3、召开方式：现场记名投票与网络投票相结合的方式 6、本次股东大会审议事项已经公司第四届董事会第八次会议、第四届监事会第五次会 议审议通过，审议事项及会议召集、召开符合《中华人民共和国公司法》（以下简称《公司 法》）、《上市公司股东会规则》、《深圳证券交易所创业板股票上市规则》及《倍杰特集 团股份有限公司章程》（以下简称《公司章程》）等有关规定。 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，不存在任何虚假记 载、误导性陈述或重大遗漏。 特别提示： 1、本次股东大会无变更、否决议案 ...

北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 85191300 传真：(86-10) 85191350 junhebj@junhe.com 北京市君合律师事务所 关于倍杰特集团股份有限公司 2025 年第一次临时股东大会的法律意见书 致：倍杰特集团股份有限公司 北京市君合律师事务所（以下简称"本所"）受倍杰特集团股份有限公司（以 下简称"公司"）的委托，根据《中华人民共和国公司法》（以下简称《公司法》）、 《上市公司股东会规则》（以下简称《股东会规则》）等法律、法规、规章及《倍 杰特集团股份有限公司章程》（以下简称《公司章程》）、《倍杰特集团股份有限公 司股东大会议事规则》的有关规定，就公司 2025 年第一次临时股东大会（以下 简称"本次股东大会"）有关事宜出具本法律意见书。 本法律意见书仅就本次股东大会的召集和召开程序、出席本次股东大会人 员的资格、召集人资格、会议表决程序是否符合中国有关法律、法规及《公司章 程》的规定以及表决结果是否合法有效发表意见，并不对本次股东大会所审议的 议案内容以及该等议案所表述的相关事实或数据的真实性、准确性或合法性发表 意见。 为出 ...

Core Viewpoint - The company plans to raise up to 1 billion yuan through a private placement to enhance water supply capabilities and wastewater treatment projects, aligning with national "dual carbon" strategies and strengthening its position in the industrial water treatment sector [2][5]. Fundraising Details - The fundraising will target no more than 35 specific investors, including institutional investors and qualified individuals, with a maximum issuance of 122.6 million shares, accounting for 30% of the pre-issue total share capital [3]. - The funds will primarily be allocated to two major water treatment projects and to supplement working capital [3]. Project Summaries - The Kashgar City North Water Supply Enhancement and Wastewater Treatment Plant project will receive 800 million yuan, aimed at providing industrial water security for the Kashgar Economic Development Zone and improving regional wastewater treatment capacity, with post-project internal rates of return of 10.02% and 6.17% for the water supply and wastewater treatment projects, respectively [3][4]. - The Shanxi Zhongmei Pingshu Energy Chemical Company water treatment system optimization and zero discharge project will receive 100 million yuan, addressing local high hardness and alkalinity water issues, enhancing production safety, and promoting green transformation in the coal chemical industry [4]. Financial Impact - The fundraising will improve the company's equity structure, expand total assets and net assets, reduce the debt-to-asset ratio, and enhance financial stability [4]. - The economic benefits from the Kashgar and Shanxi projects are expected to gradually enhance the company's profitability and market presence in the medium to long term [4]. Strategic Alignment - The projects align with national policies promoting water resource recycling in industrial sectors, with the company being a recognized high-tech enterprise with significant technological barriers [5][6]. - The Kashgar project responds to local government initiatives for wastewater reuse, while the Shanxi project targets high-salinity wastewater treatment challenges, indicating strong market demand and growth potential [6]. Expansion into Mining Sector - The fundraising is also a strategic move to support the company's expansion into the non-ferrous mining sector, particularly in lithium extraction from salt lakes, with projected revenue of 242 million yuan from lithium business in 2024 [7]. - The company has secured exploration rights for copper mines in Xinjiang, creating synergies between lithium extraction and associated mineral development [7].

Core Viewpoint - Beijite (300774.SZ) has announced its first refinancing plan since its IPO nearly four years ago, aiming to raise up to 1.23 billion shares and a total of no more than 1 billion yuan for various projects related to its core business in industrial water treatment and resource utilization [1][2] Group 1: Financing and Investment Plans - The company plans to issue shares to no more than 35 specific investors, with the funds allocated to projects including water supply enhancement in Kashgar and wastewater treatment facilities [1] - This refinancing is significant as it marks the first time Beijite has sought additional funding since its IPO in July 2021, where it raised 1.87 billion yuan for an environmental materials project [2] Group 2: Business Performance and Challenges - Beijite's core business focuses on industrial water treatment and high-salinity wastewater resource utilization, serving sectors like coal and petroleum [1] - Despite the anticipated annual sales revenue of 700 million yuan and net profit of 182 million yuan from the IPO project, the actual performance in early 2024 and 2025 showed losses of 6.47 million yuan and 0.25 million yuan respectively, attributed to initial production challenges and rising raw material costs [2] - In Q1 2025, the company reported a revenue of 178 million yuan, a year-on-year increase of 24.62%, but net profit decreased by 36.98% to 16.29 million yuan, indicating a situation of increased revenue without corresponding profit growth [3] Group 3: Shareholder Actions - Recently, the controlling shareholder of Beijite, Quan Qiuhong, completed a share reduction, selling 12.26 million shares, which is 3% of the total share capital, for a total of approximately 93.69 million yuan [3]

Core Viewpoint - Beijite plans to issue up to 12,262.91 million shares to no more than 35 specific investors, aiming to raise a total of no more than 1 billion yuan for projects related to water supply and wastewater treatment, as well as to supplement working capital [1] Group 1: Company Overview - Beijite focuses on industrial water treatment, high-salinity wastewater resource utilization, and comprehensive development of salt lake lithium extraction and other minerals, providing water treatment solutions, operational management, technical services, and product manufacturing and sales [2] - The company was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on August 4, 2021 [2] Group 2: Financial Performance - Beijite's revenue from 2021 to 2024 was 713 million yuan, 839 million yuan, 653 million yuan, and 1.041 billion yuan respectively, while net profit attributable to shareholders was 174 million yuan, 32.95 million yuan, 104 million yuan, and 133 million yuan respectively [2] - In 2022, the company's net profit decreased by 81% year-on-year, indicating significant volatility [2] - In Q1 of this year, Beijite achieved revenue of 178 million yuan, a year-on-year increase of 24.62%, but net profit attributable to shareholders decreased by 36.98% [2] Group 3: Capital Structure and Fundraising - As of the end of Q1 2025, Beijite had cash and cash equivalents of 280 million yuan and total financial assets exceeding 300 million yuan, while interest-bearing debt was low at 19 million yuan, resulting in an asset-liability ratio of 30.94% [2] - The necessity of fundraising should be explained in the context of cash flow pressures [2]

Core Viewpoint - The company Beijiete (300774.SZ) plans to raise up to RMB 100 million through a private placement of shares to specific investors, with the funds allocated for water supply and wastewater treatment projects, as well as to supplement working capital [1] Fundraising Details - The total planned investment for the Kashgar water supply enhancement and wastewater treatment plant project is RMB 132.61 million, with RMB 80 million expected to be funded from the raised capital [2] - The project for optimizing the water treatment system at Shanxi Zhongmei Pingshu Energy Chemical Co., Ltd. has a total investment of RMB 14.38 million, with RMB 10 million from the raised funds [2] - The total amount raised will also include RMB 10 million for working capital, bringing the total planned investment to RMB 156.98 million [2] Issuance Structure - The issuance will be directed to no more than 35 specific investors, including various financial institutions and qualified investors [2] - The number of shares issued will not exceed 30% of the company's total share capital prior to the issuance, amounting to a maximum of 12.26 million shares [3] - The pricing will be based on the average trading price of the company's shares over the 20 trading days prior to the pricing date, set at no less than 80% of that average [3] Shareholder Structure - After the issuance, the controlling shareholder, Quan Qiuhong, will hold 31.06% of the shares, maintaining control of the company, while the combined shareholding of the actual controllers will be 51.33% [4] - The company was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on August 4, 2021, with an initial public offering of 40.88 million shares at a price of RMB 4.57 per share [4] Financial Performance - Beijiete's revenue for 2024 is projected at RMB 1.04 billion, a 59.32% increase from RMB 653.08 million in 2023 [6] - The net profit attributable to shareholders for 2024 is expected to be RMB 133.28 million, reflecting a 28.12% increase from RMB 104.03 million in 2023 [6] - The company’s net profit for 2021 to 2024 shows fluctuations, with figures of RMB 174.42 million in 2021, RMB 32.95 million in 2022, and RMB 33.29 million in 2023 [5][6]

Core Viewpoint - The company plans to raise up to 1 billion yuan through a private placement of shares to enhance its capital structure and support key projects in water treatment and resource utilization [1][2]. Group 1: Fundraising and Project Allocation - The company intends to use the raised funds for projects including the improvement of water supply capacity in Kashgar and the construction of a sewage treatment plant, as well as for optimizing water treatment systems at Shanxi Zhongmei Pinglu Energy Chemical Co., Ltd. [1][3]. - The total amount allocated for the Kashgar water supply and sewage treatment project is expected to be no more than 800 million yuan, while the optimization project at Shanxi Zhongmei will receive up to 100 million yuan [3]. Group 2: Business Focus and Market Trends - The company specializes in industrial water treatment, high-salinity wastewater resource utilization, and comprehensive development of salt lake minerals, leveraging proprietary technologies for wastewater treatment solutions [1]. - The increasing demands for wastewater recycling in traditional industries and the urgent need for ultra-pure water in emerging sectors like electronics and renewable energy are driving the trend towards resource utilization [1]. Group 3: Financial and Operational Benefits - The fundraising will help optimize the company's capital structure, alleviate financial pressure, and enhance its ability to withstand risks, thereby improving overall financial stability [2]. - By integrating capital with technology, the company aims to strengthen its leading position in industrial water treatment and accelerate the large-scale application of zero-discharge technologies [2]. - The issuance of new shares is seen as a proactive measure to enhance operational capabilities and sustainable development, allowing the company to respond effectively to national environmental goals and resource utilization policies [2].

Core Viewpoint - The company is issuing shares to specific investors, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [2][3][5]. Financial Impact Analysis - The issuance will increase the total share capital from 408,763,660 shares to 531,392,758 shares, assuming the maximum number of shares is issued [4]. - Projected net profit for the parent company is expected to grow by 5% compared to 2024, resulting in a diluted earnings per share (EPS) of 0.26 yuan [4]. - The weighted average return on equity is projected to decrease from 9.05% to 8.81% post-issuance [4]. Necessity and Rationality of Fundraising - The total amount to be raised is capped at 100 million yuan, aimed at projects that align with national policies and the company's strategic direction [5]. - Fundraising projects include water supply enhancement in Kashgar and wastewater treatment plant construction, which are directly related to the company's core business [5][9]. Company’s Technical and Market Preparedness - The company has a strong technical team, with 25% of its workforce in R&D, and has accumulated 85 invention patents and 147 utility model patents by the end of 2024 [6][7]. - The company is recognized as a national high-tech enterprise and has established a solid reputation in the water treatment industry [6][8]. Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance the management and utilization of raised funds to improve operational efficiency and investor returns [9][10]. - A commitment to improve corporate governance and internal controls is in place to ensure effective use of funds and risk management [10]. - The company will implement a profit distribution policy that prioritizes reasonable returns for shareholders, especially small and medium investors [10][11]. Commitments from Management - The company's board and senior management have made commitments to ensure that measures to mitigate the dilution of immediate returns are effectively implemented [11][12]. - The controlling shareholders have also pledged to adhere to regulations and not interfere with the company's management [12].

Group 1 - The report provides a verification of the use of previously raised funds by Beijete Group Co., Ltd. as of March 31, 2025, confirming compliance with regulatory guidelines [1][2]. - The total amount raised from the public offering was RMB 186.805 million, with a net amount of RMB 146.963 million after deducting underwriting and related fees [3][4]. - As of March 31, 2025, the funds were stored in a designated bank account, with a total initial deposit of RMB 160.2012 million [4]. Group 2 - The company adjusted its investment project scale from an annual production of 100,000 tons of eco-friendly materials to 25,000 tons, reducing the total investment from RMB 960 million to RMB 320 million, while maintaining the investment amount from raised funds at RMB 146.9631 million [5]. - There were no external transfers or replacements of the investment projects funded by the previously raised funds [5]. - The company reported that the investment projects did not have any instances where benefits could not be individually accounted for [5]. Group 3 - The company utilized part of the temporarily idle raised funds for cash management, allowing its wholly-owned subsidiary to invest up to RMB 100 million in safe and liquid financial products [6][7]. - As of March 31, 2025, all cash management funds had matured and were redeemed, generating a total return of RMB 2.3788 million [8]. - The total amount of raised funds from the public offering was RMB 186.805 million, with the report detailing the balance and usage of any surplus funds [9].

倍杰特集团股份有限公司 信息披露暂缓与豁免管理制度 第一章 总 则 第一条 为规范倍杰特集团股份有限公司（以下简称"公司"）信息披露暂缓与 豁免行为，确保公司依法合规履行信息披露义务，保护投资者合法权益，根据《中 华人民共和国公司法》 《中华人民共和国证券法》 信息披露暂缓与豁免管理制度 《上市公司信息披露管理办法》 《上 市公司信息披露暂缓与豁免管理规定》《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 2 号——创业板上市公司规范运作》等法律、 法规和部门规章以及《倍杰特集团股份有限公司章程》（以下简称"《公司章程》"） 的规定，结合公司实际情况，制定本制度。 第二条 公司和其他信息披露义务人按照相关法律法规及深圳证券交易所（以下 简称"深交所"）相关业务规则的规定，暂缓、豁免披露临时报告，在定期报告、临 时报告中豁免披露中国证券监督管理委员会和深交所规定或者要求披露的内容，适 用本制度。 第三条 公司和其他信息披露义务人应当真实、准确、完整、及时、公平地披露 信息，不得滥用暂缓或者豁免披露规避信息披露义务、误导投资者，不得实施内幕 交易、操纵市场等违法行为。 公司应审慎判断存 ...