证券代码：300789 证券简称：唐源电气 公告编号：2025-044 成都唐源电气股份有限公司 第三届监事会第十九次会议决议公告 本公司及监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、监事会会议召开情况 成都唐源电气股份有限公司（以下简称"公司"）第三届监事会第十九次会 议（紧急）通知于 2025 年 5 月 14 日以通讯方式送达全体监事，本次会议于 2025 年 5 月 14 日以通讯表决的方式紧急召开，会议召集人赵刚先生在会议上就 紧急召开情况进行了说明。本次监事会应参加监事 3 人，实际参加表决的监事 3 人。会议由监事会主席赵刚先生召集和主持。本次会议的召集、召开符合相 关法律、行政法规、部门规章、规范性文件及《公司章程》的有关规定。 二、监事会会议审议情况 本次会议以记名投票方式进行表决并通过了如下决议： （一）审议通过《关于向激励对象首次授予限制性股票的议案》 1、对公司2025年限制性股票激励计划（以下简称"本激励计划"）的首次授 予条件是否成就进行核查后，监事会认为： 公司不存在《上市公司股权激励管理办法》等法律法规、规章和规范性文 件规定的 ...

Group 1 - The company plans to raise up to 864 million yuan through a private placement to no more than 35 investors, aimed at funding projects related to intelligent operation and maintenance robots for rail transit, AI model development, and upgrading marketing and technical service systems [1] - The investment projects will enhance the company's technological capabilities in robotics and AI, improve responsiveness to customer needs, and establish a competitive edge in the rail transit intelligent operation and maintenance sector [1][2] - The company has successfully developed several rail transit intelligent operation and maintenance robot products, including the intelligent comprehensive inspection robot for contact networks and the intelligent inspection robot for vehicles, which have completed trial operations and sales [2][3] Group 2 - The construction period for the intelligent operation and maintenance robot project is expected to be three years, focusing on the development of a full range of products including various inspection robots and optimizing the supporting cloud platform and AI models [3] - The intelligent operation and maintenance AI model project will also have a three-year construction period, aiming to enhance knowledge management efficiency in the rail transit sector through various key dimensions [3] - Analysts believe that the implementation of these investment projects will significantly benefit both the company and the industry, helping the company deepen its focus on intelligent operation and maintenance in rail transit and solidify its market position [4]

Group 1 - Shengyi Electronics plans to repurchase shares with a total amount between 50 million and 100 million yuan, at a price not exceeding 43.02 yuan per share, for employee stock ownership plans [1] - Guoyao Modern's subsidiary has passed the consistency evaluation for the quality and efficacy of a generic drug, which is used for treating severe infections [1] - Tianhe Magnetic Materials' subsidiaries have obtained project filing notices for high-performance rare earth permanent magnet projects, with total investments of 100 million yuan and 50 million yuan respectively [1][2] Group 2 - Dream Lily intends to repurchase shares with an amount between 85 million and 170 million yuan, at a price not exceeding 10.90 yuan per share, supported by a loan commitment of up to 150 million yuan [3] - Weifu High-Tech has received a loan commitment of up to 135 million yuan from a financial institution for share repurchase [3] Group 3 - Lu'an Environmental Energy reported a coal sales volume of 4.51 million tons in April, a year-on-year increase of 17.75% [5] - *ST Tianshan reported a significant decline in livestock sales and revenue, with a revenue of 70,500 yuan in April, down 95.68% year-on-year [7] Group 4 - Feirongda announced a cash dividend of 0.38 yuan per 10 shares, with a total distribution of 21.9 million yuan [8] - Zhejiang Rongtai's shareholders and executives plan to reduce their holdings by up to 1.93% of the company's shares [9] Group 5 - Changhua Group's subsidiary won the land use rights for an industrial site in Ningbo for 27.05 million yuan, intended for manufacturing and related business [11] - Zejing Pharmaceutical's new drug application for a treatment for severe alopecia has been accepted by the regulatory authority [13][14] Group 6 - Hainan Mining plans to distribute a cash dividend of 0.8 yuan per 10 shares, totaling 1.59 billion yuan [15] - China Jushi plans to distribute a cash dividend of 0.24 yuan per share, totaling 9.61 billion yuan [16] Group 7 - Zhengzhong Design's subsidiary has obtained a utility model patent for an acrylic signage guide [18] - Rundu Co., Ltd. received approval for a veterinary drug product, which is intended for treating bacterial diseases in livestock [20] Group 8 - Emei Mountain A announced the resignation of its general manager due to work reasons [22] - Tonghua Dongbao's insulin injection has received a registration certificate in Nicaragua, allowing for sales in that market [23] Group 9 - Dizu Fashion's subsidiary has completed the registration of a private equity investment fund [24] - Ningbo Gaofa plans to increase capital by 60 million yuan in its subsidiary for operational needs [26] Group 10 - Haichuan Intelligent has obtained two utility model patents for material handling devices [27] - Newland's subsidiary signed a deep cooperation agreement with Alibaba Cloud for AI model applications [29] Group 11 - Rui Neng Technology's controlling shareholder plans to reduce its stake by up to 2.89% [30] - Guomai Culture intends to repurchase shares between 50 million and 100 million yuan for capital reduction [31] Group 12 - Shaanxi Construction won major construction projects totaling 7.88 billion yuan in April [32] - Hanyu Pharmaceutical signed a joint development agreement for a new peptide drug with a partner [34] Group 13 - Yunnan Copper is planning to acquire a 40% stake in Liangshan Mining, leading to a stock suspension [35] - Haizheng Pharmaceutical plans to repurchase shares between 50 million and 100 million yuan for employee stock ownership [36] Group 14 - Tianqiao Hoisting's controlling shareholder plans to increase its stake by 75 million to 150 million yuan [37] - Tiandi Online's controlling shareholder is transferring shares to introduce a strategic investor [38] Group 15 - Hongchang Technology plans to invest 15 million yuan in a joint venture with a partner [39] - Rabbit Baby's subsidiary is preparing for an IPO in Hong Kong [41] Group 16 - Wol Nuclear Materials is planning to issue H-shares for listing in Hong Kong [42] - Tangyuan Electric plans to raise up to 864 million yuan through a private placement for various projects [43] Group 17 - Tongrun Equipment's major shareholders plan to reduce their holdings by up to 2% [44] - Linzhou Heavy Machinery plans to raise up to 600 million yuan through a private placement [46] Group 18 - China Merchants Securities announced the resignation of its vice president [47] - Shangsheng Electronics plans to issue convertible bonds to raise up to 330 million yuan for various projects [48] Group 19 - Longda Co., Ltd.'s major shareholder plans to reduce its stake by up to 1% [49] - China Medical plans to acquire 100% of Jinsui Technology for 302 million yuan [50] Group 20 - Silek has signed a strategic cooperation agreement with a battery manufacturer [51] - Boyun New Materials' major shareholder plans to reduce its stake by up to 3% [53]

Group 1 - Chinese assets surged overnight following a strong performance in US markets, with the S&P 500 rising by 3.26% to 5844.19 points, the Nasdaq Composite up 4.35% to 18,708.34 points, and the Dow Jones increasing by 2.81% to 42,410.10 points, all reaching their highest levels since March [1] - The Nasdaq China Golden Dragon Index rose by 5.4%, with notable gains in popular Chinese stocks such as WeRide up over 27%, Pony.ai up nearly 12%, and Xpeng, Bilibili, JD.com, Pinduoduo, and Li Auto all rising over 6% [1] Group 2 - The Chinese government announced a series of measures to support the development of the Nansha area as an important international financial hub in the Greater Bay Area, including guiding funds to key industries and encouraging qualified companies to issue technology innovation bonds [4] - China continues to enforce export controls on rare earths, with recent actions targeting smuggling and emphasizing the importance of these materials in global supply chains, particularly for the US [6] Group 3 - In the automotive sector, China's production and sales of vehicles exceeded 10 million units for the first time in history during the first four months of the year, with total production reaching 10.175 million units and sales at 10.06 million units, marking year-on-year increases of 12.9% and 10.8% respectively [9] - The export of power batteries from China reached 22.3 GWh in April, showing a year-on-year growth of 64.2%, with total exports for the first four months amounting to 83.9 GWh, up 83.2% compared to the previous year [10] Group 4 - Contemporary Amperex Technology Co., Ltd. (CATL) plans to list on the Hong Kong Stock Exchange, aiming to raise over 30 billion HKD, with significant interest from major investors including Sinopec and UBS [11] - Linzhou Heavy Machinery plans to raise up to 600 million RMB through a private placement to supplement working capital and repay loans [13] - China CNR Corporation signed contracts worth approximately 54.74 billion RMB, accounting for 22.2% of its projected revenue for 2024 [14] Group 5 - Midea Group announced the acquisition of existing operations of the Hitachi Group in China, which includes manufacturing, sales networks, and core technologies, while maintaining brand presence in the market [15] - Xiantan Co., Ltd. reported chicken product sales revenue of 447 million RMB in April, with slight year-on-year and month-on-month changes [16]

Core Viewpoint - Tangyuan Electric (300789.SZ) plans to raise up to 864.14 million yuan through a private placement of shares, with the funds allocated for various projects including the development of intelligent operation and maintenance robots for rail transit and AI model development [1][4]. Group 1: Fundraising and Investment Projects - The total amount to be raised is capped at 864.14 million yuan, which will be used for projects such as the development and industrialization of rail transit intelligent operation and maintenance robots (393.87 million yuan), AI model development (310.54 million yuan), upgrading marketing and technical service systems (79.73 million yuan), and supplementing working capital (80 million yuan) [1][3]. - The pricing benchmark for the share issuance will be set at no less than 80% of the average stock price over the 20 trading days prior to the pricing date [3]. Group 2: Shareholding and Control - As of the announcement date, the controlling shareholder, Zhou Yan, holds 36.19% of the company's shares, and together with related parties, they own 55.38% of the shares. Post-issuance, Zhou Yan's stake will decrease to 27.84%, but she will remain the controlling shareholder [4]. - The issuance will not change the company's control structure, as the actual controllers will continue to be Zhou Yan and Chen Tanglong [4]. Group 3: Financial Performance - In 2024, Tangyuan Electric reported revenues of 640 million yuan, a slight increase of 0.06% year-on-year, while net profit attributable to shareholders decreased by 32.45% to 72.88 million yuan [5][6]. - The company experienced a significant decline in cash flow from operating activities, reporting a net outflow of 20.17 million yuan compared to a positive cash flow of 104.34 million yuan in the previous year [6][7].

Core Viewpoint - Chengdu Tangyuan Electric Co., Ltd. plans to issue shares to specific objects, which may dilute immediate returns for existing shareholders, and the company has proposed measures to mitigate this impact [1][4][11]. Group 1: Impact of Share Issuance - The company estimates that the issuance will increase total shares from 14,372.01 million to 18,683.61 million, leading to a diluted basic earnings per share from 0.51 to 0.49 yuan [2][3]. - The weighted average return on equity is projected to decrease from 7.22% to 6.80% under the assumption of no profit growth, and further to 6.37% post-issuance [3]. - If the net profit increases by 10%, the diluted earnings per share would rise to 0.54 yuan, while a 10% decrease in profit would lower it to 0.45 yuan [3][4]. Group 2: Fund Utilization and Project Relevance - The raised funds will be allocated to projects aligned with national industrial policies, including the development of intelligent maintenance robots for rail transit and upgrades to marketing and technical service systems [5][6]. - The company has established a strong technical foundation in machine vision and robotics, which supports the feasibility of the proposed projects [7][8]. - The company has a robust customer base, including major state-owned enterprises and regional railway groups, which enhances the market potential for the new projects [9]. Group 3: Measures to Mitigate Dilution - The company will implement strict management of the raised funds to ensure they are used effectively and safely, with dedicated accounts for fund storage [10]. - There will be an emphasis on improving corporate governance and internal controls to protect shareholder interests and ensure compliance with regulations [10][11]. - The company plans to enhance its profit distribution policy to provide stable returns to shareholders, ensuring that the interests of investors are prioritized [11][12].

Fundraising Plan - The company plans to raise a total of up to RMB 864.14 million through a targeted stock issuance, with the net proceeds intended for specific projects [1][2] - The company will initially use self-raised funds for investment projects until the raised funds are available, and will adjust investment priorities based on the actual amount raised [1][2] Project Necessity and Feasibility Intelligent Operation and Maintenance Robot R&D - The project aims to develop a full range of intelligent operation and maintenance robots for rail transit, including various specialized robots and a supporting cloud platform [2][3] - The project aligns with the trend of upgrading rail transit maintenance equipment to digital and intelligent solutions, addressing current inefficiencies in manual inspections [2][3] AI Model Development - The project will develop an AI model for rail transit, integrating it into a big data management system to enhance maintenance efficiency and decision-making [10][11] - This initiative responds to national policies promoting digital transformation in the railway sector, aiming to improve operational efficiency and reduce costs [12][14] Market Potential - The market for intelligent operation and maintenance robots in rail transit is vast, with significant demand projected based on current operational mileage and potential penetration rates [8][9] - The company has established a strong foundation in key technologies and has accumulated extensive data resources, which will support the development of AI models [16][17] Marketing and Technical Service System Upgrade - The company plans to enhance its marketing and technical service capabilities to better penetrate core markets and improve customer engagement [18][19] - Establishing demonstration points for intelligent operation and maintenance will help showcase product capabilities and enhance market influence [20] Working Capital Supplement - The company intends to use part of the raised funds to supplement working capital, which is essential for supporting ongoing business growth and project execution [21][22] - The stable growth of the company's main business and a backlog of orders exceeding RMB 700 million highlight the increasing need for working capital [23] Impact on Operations and Financial Status - The fundraising will enhance the company's asset scale and capital strength, improving its financial stability and risk resistance [24] - While there may be short-term dilution of net asset returns, the long-term benefits from the investment projects are expected to enhance overall profitability [24] Conclusion on Feasibility - The investment projects are aligned with the company's main business and national industrial policies, demonstrating both necessity and feasibility [25]

Company Announcements - Zhaowei Electromechanical plans to reduce its shareholding by no more than 1.5%, equating to approximately 3.6 million shares [1] - China CNR Corporation has signed several major contracts totaling approximately 54.74 billion yuan, representing about 22.2% of its expected revenue for 2024 [2] - Yunnan Copper is planning to acquire a 40% stake in Liangshan Mining, leading to a temporary suspension of its stock [2] - Sunshine Nuohua intends to acquire 100% of Langyan Life, with its stock set to resume trading [3] - Wolong Materials is planning to issue H-shares and apply for a listing on the Hong Kong Stock Exchange [3] - Hanyu Pharmaceutical has signed a joint development agreement for a novel peptide drug targeting metabolic diseases [3] - Lijun Co. confirms that its operations are normal and there are no undisclosed significant matters [3] Investments & Acquisitions - China Medical plans to acquire 100% of Jinsui Technology for 302 million yuan [4] - Shuangyi Technology intends to acquire 100% of Marky Industries for 18 million AUD, along with specific assets [5] Strategic Partnerships - Sileck has signed a strategic cooperation agreement with Lihua Power for the development of large cylindrical batteries [6] - Hongchang Technology plans to invest 15 million yuan in a humanoid robot industry chain company [7] - Macroview Technology is establishing a wholly-owned subsidiary focused on artificial intelligence [8] - Yihua Jiaye has signed a strategic cooperation framework agreement with Hanyu Pharmaceutical and Hanyu Health to develop a sleep health ecosystem [9] - Wanda Film is investing in Lezi Tiancheng and will engage in strategic cooperation in IP toy product development [10] Shareholding Changes - Tiandi Online's controlling shareholder is transferring 6.97% of its shares to introduce a strategic investor [12] - Longjiang Transportation plans to reduce its shareholding by no more than 3% [13] - Boyun New Materials intends to reduce its shareholding by no more than 3% [14] - Tongrun Equipment's major shareholder plans to reduce its stake by no more than 2% [15] Financing & Capital Increase - Tangyuan Electric plans to raise no more than 864 million yuan through a private placement [16] - Shangsheng Electronics intends to issue convertible bonds to raise up to 330 million yuan [17] Other Developments - Xianju Pharmaceutical has obtained a domestic production registration certificate for Dydrogesterone tablets [18] - Rongchang Bio has received a clinical trial application acceptance notice for its antibody-drug conjugate RC278 [19] - Jiangsu Leili's subsidiary Dingzhi Technology is implementing a stock incentive plan [20]

股票代码：300789 股票简称：唐源电气 成都唐源电气股份有限公司 向特定对象发行股票方案的 论证分析报告 二〇二五年五月 1 成都唐源电气股份有限公司（以下简称"唐源电气"或"公司"）是深圳证 券交易所（以下简称"深交所"）创业板上市的公司。为满足公司业务发展的资 金需求，增强公司资本实力和盈利能力，根据《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》"） 和《上市公司证券发行注册管理办法》（以下简称"《注册管理办法》"）等有 关法律法规和规范性文件的规定，拟向特定对象发行股票，募集资金总额不超过 86,413.58 万元，在扣除发行费用后将用于轨道交通智能运维机器人研发与产业 化项目、轨道交通智能运维 AI 大模型研发与产业化项目、营销与技术服务体系 升级建设项目及补充流动资金。 本报告中如无特别说明，相关用语具有与《成都唐源电气股份有限公司向特 定对象发行股票预案》中的释义相同的含义。 一、本次发行的背景和目的 （一）本次发行的背景 1、轨道交通行业进入建设与运维并重阶段，运维市场潜力巨大 轨道交通是全面建成社会主义现代化强国的重要支撑，近年来，在国 ...

向参与认购的投资者提供财务资助或补偿事宜的公告 证券代码：300789 证券简称：唐源电气 公告编号：2025-039 成都唐源电气股份有限公司 关于本次向特定对象发行股票不存在直接或通过利益相关方 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。 成都唐源电气股份有限公司（以下简称"公司"）于2025年5月12日召开了 第三届董事会第三十二次会议和第三届监事会第十八次会议，审议通过了公司向 特定对象发行股票（以下简称"本次发行"）相关议案。 根据相关要求，现就本次发行过程中公司不存在直接或通过利益相关方向参 与认购的投资者提供财务资助或补偿事宜承诺如下： 公司不存在向本次发行的发行对象作出保底保收益或变相保底保收益的承 诺的情形，亦不存在直接或通过利益相关方向参与认购的投资者提供财务资助或 其他补偿的情形。 特此公告。 成都唐源电气股份有限公司董事会 2025 年 5 月 13 日 ...