近五日涨跌: -8.30% 市盈率：42.24倍 惠州市德赛西威汽车电子股份有限公司 证券代码：002920 证券简称：德赛西威 公告编号：2025-066 惠州市德赛西威汽车电子股份有限公司 本公司及监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、 误导性陈述或重大遗漏。 一、监事会会议召开情况 惠州市德赛西威汽车电子股份有限公司（以下简称"公司"）第四届监事会 第十三次会议通知于 2025 年 9 月 2 日以电话及专人送达的形式发出，并于 2025 年 9 月 5 日以通讯方式召开。本次会议由公司监事会主席余孝海先生召集并主持， 应到监事 3 人，实到 3 人。本次会议召集和召开程序符合《公司法》等法律、行 政法规、规范性文件以及《公司章程》的规定。 二、会议审议情况 有效期的议案》 经审核，监事会认为：本次公司延长 2024 年度向特定对象发行股票股东大 会决议有效期至中国证监会关于公司本次发行同意注册批复规定的有效期截止 日（即 2026 年 2 月 20 日），是为确保本次发行工作的延续性、有效性和顺利推 进，符合公司及全体股东的利益，不存在损害公司及股东特别是中小股东利益的 情形。因 ...

Core Viewpoint - The company has appointed Suya Jincheng Accounting Firm as the special auditing institution for its stock issuance to specific targets, replacing Zhongxi Accounting Firm, to expedite the process of issuing stocks [1][5][6]. Group 1: Change of Auditing Institution - The company has decided to change its auditing institution for the stock issuance from Zhongxi Accounting Firm to Suya Jincheng Accounting Firm, which is already the auditor for the company's 2024 annual report [1][2]. - The change was made after friendly consultations and is within the authorization scope of the shareholders' meeting, thus does not require further shareholder approval [1][5]. Group 2: Information about Suya Jincheng Accounting Firm - Suya Jincheng was established on December 2, 2013, and operates as a special general partnership with a registered address in Nanjing [4]. - As of the end of 2024, the firm has 42 partners and 254 registered accountants, with 161 of them having signed audit reports for securities services [4][5]. - The firm has a total revenue of 353.09 million yuan for 2024 and has 38 listed company audit clients [4]. Group 3: Auditing Fees and Independence - The auditing fees will be negotiated based on the company's business scale, industry, and complexity of accounting treatment, with the management authorized to finalize the fees with Suya Jincheng [4][5]. - Suya Jincheng and its personnel comply with the independence requirements set forth in the Code of Ethics for Chinese Certified Public Accountants [5]. Group 4: Progress of Stock Issuance - The company received notification from the Shenzhen Stock Exchange on April 24, 2023, regarding the acceptance of its application for stock issuance to specific targets [6]. - The application was approved by the Shenzhen Stock Exchange's listing review center on November 22, 2023, and received approval from the China Securities Regulatory Commission on November 4, 2024 [6]. Group 5: Procedures for Changing Auditing Institution - The board's audit committee reviewed the change of auditing institution and confirmed that both firms were informed and had no objections [7]. - The board of directors has authorized the appointment of Suya Jincheng as the special auditing institution for the stock issuance [7].

Group 1 - The company has decided to extend the validity period of the resolution for the issuance of shares to specific objects for the year 2024, as well as the related authorization period [1][2] - The extension of the validity period is proposed to last until February 20, 2026, which aligns with the approval period set by the China Securities Regulatory Commission (CSRC) [2] - The company’s independent directors have reviewed and approved the proposal, which will be submitted to the shareholders' meeting for further deliberation [2] Group 2 - The company received approval from the CSRC on February 21, 2025, for the registration of the issuance of shares to specific objects, which is valid for 12 months from the date of approval [1] - The company aims to ensure the continuity and effectiveness of the issuance process by extending the resolution and authorization periods [1][2]

Core Viewpoint - The document outlines the issuance of a securities underwriting letter by CITIC Construction Investment Securities Co., Ltd. for the specific stock issuance of Xinjiang Beixin Road and Bridge Group Co., Ltd. in 2023, detailing the underwriting process and compliance with relevant regulations [1][2][3]. Group 1: Issuer Information - The issuer is Xinjiang Beixin Road and Bridge Group Co., Ltd., established on August 7, 2001, and listed on November 11, 2009, with a registered capital of 1,268,291,582 RMB [8][9]. - The main business activities include construction of public transportation infrastructure such as highways, bridges, tunnels, and municipal traffic engineering [22]. Group 2: Securities Issuance Details - The current issuance involves a specific stock offering to targeted investors, with the potential issuance quantity estimated at 30% of the total share capital prior to the issuance, amounting to approximately 380,487,474 shares [9]. - The shareholding structure before and after the issuance indicates a significant increase in the total shares from 1,268,291,582 to 1,648,779,056 shares post-issuance [9]. Group 3: Financial Performance - The company reported revenues of 1,165,806.87 million RMB in 2022, 848,655.44 million RMB in 2023, and 1,021,514.50 million RMB in the first half of 2024, with a net profit attributable to shareholders of 4,631.80 million RMB, 3,222.71 million RMB, and a loss of 42,290.85 million RMB respectively [22][23]. - The financial difficulties in 2024 were attributed to increased financial costs and credit impairment losses, primarily due to the operational phase of the Guangping Expressway [23]. Group 4: Underwriting and Compliance - CITIC Construction Investment Securities Co., Ltd. has conducted due diligence and internal review processes, confirming compliance with the Company Law and Securities Law, and has issued a positive underwriting opinion for the stock issuance [12][17]. - The underwriting team includes experienced representatives who have adhered to relevant regulations and maintained a good record in their underwriting practices [3][5].

Meeting Overview - The fourth extraordinary general meeting of shareholders for Hebei Construction Investment Energy Co., Ltd. was convened, with 335 shareholders and representatives present, representing 1,192,338,263 shares, accounting for 65.9006% of the total voting shares [1][2] Voting Results - The proposal regarding the company's compliance with conditions for issuing shares to specific targets was approved with 99.9948% of the voting rights [2][8] - The proposal for the 2025 stock issuance plan received 99.8703% approval, with 0.1229% against [2][8] - The proposal for the feasibility analysis report of the stock issuance was approved with 99.8307% [9][14] - The proposal regarding the dilution of immediate returns and related commitments was approved with 99.8271% [13][14] - The proposal to authorize the board of directors to handle matters related to the stock issuance was approved with 99.8321% [14][15] Shareholder Participation - Among shareholders holding less than 5% of shares, 87.8009% voted in favor of the stock issuance compliance proposal, while 11.8243% opposed it [2][3] - For the 2025 stock issuance plan, 90.5887% of the smaller shareholders voted in favor, with 8.9208% against [3][4] - The voting results for the feasibility analysis report showed 87.7169% support from smaller shareholders [10][11]

Group 1 - The company, Xinjiang Beixin Road and Bridge Group Co., Ltd., has received approval from the Shenzhen Stock Exchange for its application to issue shares to specific targets on June 23, 2025 [1] - On September 1, 2025, the China Securities Regulatory Commission issued a formal approval for the company's stock issuance registration [1] - The company disclosed its 2025 semi-annual report on August 27, 2025, and updated relevant documents in accordance with regulatory requirements [1] Group 2 - The company will fulfill its information disclosure obligations in a timely manner based on the progress of the stock issuance to specific targets [1]

Core Viewpoint - The company is issuing shares to specific investors, which will dilute immediate returns, and it has proposed measures to compensate for this dilution while ensuring the commitment of relevant parties to fulfill these measures [1][4]. Financial Impact Analysis - The company has analyzed the impact of the share issuance on key financial metrics under different profit scenarios, including a 20% increase, no change, and a 20% decrease in net profit compared to the previous year [2][3]. - The total number of shares post-issuance will be approximately 14,605,444 shares, with a total fundraising amount of 285 million yuan [2]. - Under the scenario of a 20% increase in net profit, the basic earnings per share (EPS) would rise to 1.02 yuan, while the weighted average return on equity (ROE) would be 5.99% [3]. Measures to Compensate for Dilution - The company plans to implement several measures to enhance operational performance and mitigate the dilution of immediate returns, including strict management of fundraising, improving efficiency, and expanding market reach [9][10][11]. - The company will adhere to a cash dividend policy to optimize the investment return mechanism, ensuring that shareholder returns are maintained [11]. Commitment from Management - The company's board and senior management have made commitments to ensure the effective implementation of the measures to compensate for the dilution of immediate returns, including not engaging in unfair practices that could harm the company's interests [12][13].

Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a specific stock issuance on July 23, 2025 [1] - The company, along with relevant intermediaries, is responding to the inquiry letter and updating the application documents, including the prospectus, with financial data as of the first half of 2025 [2] - The issuance of stocks to specific targets requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, with the outcome and timing being uncertain [2]

Core Viewpoint - Hebei Jiantou Energy Investment Co., Ltd. has received approval from its controlling shareholder, Hebei Construction Investment Group, to issue up to 231,141,279 shares to no more than 35 specific investors through a competitive bidding process [1][2]. Group 1 - The approval is in accordance with the relevant regulations set forth by the State-owned Assets Supervision and Administration Commission, the Ministry of Finance, and the China Securities Regulatory Commission [2]. - The issuance of shares is subject to the approval of the company's shareholders' meeting, as well as review and approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2]. - The company will fulfill its information disclosure obligations in accordance with relevant regulations based on the actual progress of this matter [2].

Core Viewpoint - The refinancing project of He Yuan Gas has been approved by the Shenzhen Stock Exchange, allowing the company to raise up to RMB 591.99 million for working capital and debt repayment [1][3]. Summary by Sections Fundraising Details - The total amount to be raised is RMB 59,198.93 million, which will be used entirely for supplementing working capital and repaying interest-bearing debts after deducting related issuance costs [3]. - The issuance will be directed towards specific investors, namely Hubei Jushi Investment Development Co., Ltd. and Yang Tao, both of whom are associated with the company's actual controller [3][5]. - The shares will be issued as domestic listed ordinary shares (A-shares) with a par value of RMB 1.00 per share, priced at RMB 14.98 per share, which is not less than 80% of the average trading price over the previous 20 trading days [3][5]. Subscription Breakdown - The total number of shares to be issued is capped at 40,053,403 shares, which does not exceed 30% of the company's total share capital prior to the issuance [3][5]. - Hubei Jushi will subscribe to 26,702,269 shares, while Yang Tao will subscribe to 13,351,134 shares, totaling 40,053,403 shares and RMB 59,198.93 million [4]. Shareholding Structure Post-Issuance - After the issuance, the total share capital of the company will increase to 251,288,403 shares, with the controlling shareholders maintaining their status as they will hold 43.35% of the shares post-issuance [5]. - The shares subscribed by the specific investors will be locked for 36 months post-issuance [4][5]. Sponsorship - The sponsor for this issuance is Huayin Securities Co., Ltd., with representatives Han Zhiqiang and Li Lu overseeing the process [5].