宝塔实业拟对原重组方案重大调整 终止发行股份买资产

Core Viewpoint - Baota Industrial has announced the termination of its plan to issue shares for asset acquisition and the withdrawal of related application documents, intending to make significant adjustments to its original major asset restructuring plan [1][4]. Group 1: Announcement Details - On April 12, Baota Industrial disclosed its decision to terminate the issuance of shares for asset acquisition and the fundraising plan, and to withdraw the application documents for the original major asset restructuring plan [1]. - The company held board and supervisory meetings on April 11, 2025, where the decision to terminate the original plan was approved [1]. Group 2: Original Restructuring Plan - The original major asset restructuring plan involved Baota Industrial exchanging all assets and liabilities, except for cash, certain liquid assets, long-term equity investments, other equity investments, and intangible assets, for 100% equity of Ningxia Electric Power Investment Group's subsidiary, Ningxia Electric Power Investment New Energy Co., Ltd [2]. - The plan included issuing shares to raise funds from no more than 35 specific investors [2]. Group 3: Reasons for Adjustment - The adjustment to the original restructuring plan is primarily due to uncertainties regarding future subsidy payments for the Sun Mountain Wind Farm Phase III and IV projects, which have entered the renewable energy subsidy directory but not the first batch of compliant projects [2][3]. - To better protect the interests of the company and minority shareholders, the Sun Mountain Wind Farm projects will be removed from the assets to be acquired [3]. Group 4: Adjusted Restructuring Plan - Following the adjustments, the company will pay the price difference between the acquired and disposed assets in cash, eliminating the need to issue shares or raise funds [3]. - The adjusted plan is expected to constitute a major asset restructuring as defined by regulations, but it will not lead to changes in the controlling shareholder or actual controller [3]. Group 5: Compliance and Further Steps - The adjusted restructuring plan will require the company to withdraw the original application documents due to significant changes in transaction terms, which are expected to exceed 20% [4]. - Ongoing work related to auditing, evaluation, and legal due diligence will continue, with the involvement of independent financial, legal, and auditing advisors [4][5].