证券代码：000595 证券简称：*ST 宝实 公告编号：2025-091 宝塔实业股份有限公司关于 增加 2025 年度融资计划额度的公告 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。 宝塔实业股份有限公司（以下简称"公司"）于 2025 年 7 月 28 日召开了第十届董事会第二十二次会议、第十届监事会 第十六次会议，审议通过了《关于增加 2025 年度融资计划额 度的议案》，该议案尚需提交公司股东会审议。现将有关情 况公告如下： 一、原审批融资计划额度的情况 公司于 2025 年 4 月 24 日召开的第十届董事会第十六次 会议和第十届监事会第十三次会议，于 2025 年 5 月 16 日召 开 2024 年度股东会，审议通过了《关于 2025 年度融资计划 的议案》，公司及全资子公司西北轴承有限公司 2025 年度计 划融资总额不超过人民币 30,000 万元。具体详见公司于 2025 年 4 月 25 日在巨潮资讯网披露的《关于 2025 年度融资计划 的公告》（公告编号：2025-041）。截至本公告披露日，公 司及子公司已使用融资授信额度 25 ...

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., is convening its second extraordinary general meeting of shareholders in 2025 on August 11, 2025, at 14:00 [1][2] - The meeting will take place at the company's conference room located at 188 Torch Avenue, Nanchang High-tech Industrial Development Zone, Jiangxi Province [1] - Shareholders can vote through the Shanghai Stock Exchange's online voting system, with voting available from 9:15 to 15:00 on the day of the meeting [1][2] Group 2 - The agenda for the meeting includes several proposals, such as major asset replacement and related party transactions, which have been approved by the company's board and supervisory board in previous meetings [3][4] - The voting will be conducted through a combination of on-site and online methods, allowing shareholders to participate via the designated platforms [2][3] - Shareholders must register to attend the meeting, with the registration period set for August 6, 2025, from 9:00 to 17:00 [5][6] Group 3 - The company has outlined specific voting procedures for shareholders holding multiple accounts, ensuring that votes are counted accurately across all accounts [4] - The company has also provided details on the necessary documentation for registration, including identification and authorization letters for representatives [5][6] - The meeting will include discussions on the company's financing guarantees for affiliated enterprises, which are part of the proposed agenda [3][7]

Meeting Details - The fourth supervisory board meeting of Shenzhen Zhizheng High Polymer Materials Co., Ltd. was held on July 15, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. Transaction Proposal - The company proposed to adjust the major asset swap, issuance of shares, and cash payment for acquiring the equity and control of Advanced Assembly Materials International Ltd. (AAMI), while divesting 100% of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2]. - The adjustment includes excluding the cash repurchase of 12.49% equity from Hong Kong Zhixin Union Co., Ltd. from the transaction, with a repurchase amount of 437.7213 million yuan no longer counted as part of the transaction price [2][3]. Ownership and Valuation Changes - The proposed ownership percentage of AAMI will be adjusted from 99.97% to 87.47%, and the transaction valuation will change from 3.5064312 billion yuan to 3.0687099 billion yuan [2][3][4]. - Despite the adjustments, the company will still effectively hold approximately 99.97% of AAMI's equity post-transaction [3][4]. Voting and Decision - The proposal regarding the adjustment of the transaction was passed with 1 vote in favor, and due to insufficient non-related supervisors, the supervisory board could not form an effective resolution [3][5]. - The board of directors approved the proposal without needing to submit it to the shareholders' meeting, based on the authorization from the company's first extraordinary shareholders' meeting in 2025 [3][5].

Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].

Core Viewpoint - The company is planning a significant asset swap, issuance of shares, and cash payment to acquire assets, which includes a fundraising component, all of which are subject to shareholder approval and regulatory compliance [1][2][16]. Group 1: Board Meeting and Resolutions - The eighth board meeting was held on July 14, 2025, with all five directors present, and the meeting complied with relevant laws and regulations [1]. - The board unanimously approved the proposal for the major asset swap, share issuance, and cash payment for asset acquisition, which will be submitted for shareholder review [2][16]. Group 2: Details of the Transaction - The transaction consists of a major asset swap, issuance of shares, and cash payment for asset acquisition, which are interdependent and must all receive necessary approvals to be effective [2][3]. - The company plans to swap certain assets from its subsidiaries for a 91% stake in Lide Dongfang held by Jinpu Dongyu [4][5]. - The share issuance will involve raising funds from no more than 35 specific investors, with the total amount not exceeding 100% of the asset acquisition price [4][11]. Group 3: Financial Aspects - The issuance price for the shares is set at 1.91 yuan per share, which is not less than 80% of the market reference price [7][8]. - The total number of shares issued will not exceed 30% of the company's total share capital prior to the transaction [11][13]. Group 4: Regulatory Compliance - The transaction is expected to constitute a related party transaction and a major asset restructuring but will not result in a change of control [16][17]. - The company has ensured compliance with various regulations, including the need for asset evaluations and audits to determine fair pricing [18][19]. Group 5: Impact on Business Operations - Following the transaction, the company's main business will shift from titanium dioxide production to rubber products, marking a strategic exit from the titanium industry [20]. - The transaction is anticipated to enhance the company's operational capabilities and financial health, while maintaining independence from related parties [19][20]. Group 6: Shareholder and Investor Considerations - The company has implemented strict confidentiality measures regarding the transaction and has documented all relevant processes [26][27]. - The board has confirmed that all legal documents related to the transaction are accurate and complete, ensuring transparency for shareholders [29].

Group 1 - The company plans to exchange all remaining assets and liabilities, except for retained assets and liabilities, with Jiangtong Development for a 57% stake in Jinhui Magnetic Selection, with cash compensation for the difference [1][2] - The company intends to repay financial liabilities of 661 million yuan before the shareholder meeting notification [1][2] - The remaining 43% equity of the target company is held by four employee stock ownership platforms [1] Group 2 - The valuation of the target company Jinhui Magnetic Selection is based on the asset-based method and income method, with the income method chosen as the final assessment method [2][3] - The target company's revenue for the last two years was 451 million yuan and 483 million yuan, indicating a production model based on "sales determine production" [2][3] Group 3 - The target company's inventory value at the end of 2024 is 379 million yuan, accounting for 47.38% of total assets, primarily consisting of raw materials, inventory goods, and shipped products [4] - The company needs to disclose the specific composition of inventory and the revenue proportion of customized products over the last three years [4][5] Group 4 - The company's accounts receivable and notes receivable at the end of the reporting period were 167 million yuan and 88 million yuan, accounting for 37.03% and 18.22% of revenue, respectively [5][6] - The company must analyze the aging structure of accounts receivable and the credit policy of the top five customers [6] Group 5 - The target company has 46 patents, with 7 co-owned with other entities, indicating potential complexities in intellectual property rights [7] - The company needs to clarify the role of co-owned patents in production and whether there are any disputes regarding intellectual property [7] Group 6 - The target company's overseas revenue accounted for 12.76% and 22.51% of total revenue in the last two years, with plans to increase product exports in 2024 [8] - The company should disclose the types of overseas customers and the reasons for growth in overseas business [8]

Core Viewpoint - The company has announced a postponement of the second extraordinary general meeting of shareholders originally scheduled for July 7, 2025, now set for July 11, 2025, to include a temporary proposal regarding a significant asset swap and cash purchase of assets [1][3]. Group 1: Meeting Details - The second extraordinary general meeting of shareholders will now take place on July 11, 2025, at 15:00, with the record date for shareholding remaining unchanged on July 1, 2025 [1][4]. - The meeting will be conducted both in-person and via online voting, allowing shareholders to participate through the Shenzhen Stock Exchange trading system and an internet voting platform [4][10]. - Shareholders must register to attend the meeting, with registration available from July 1 to July 11, 2025 [9]. Group 2: Proposals for Discussion - A temporary proposal regarding the significant asset swap and cash purchase of assets will be submitted for review at the meeting [1][2]. - The proposals include various aspects of the transaction, such as pricing basis, payment methods, and compliance with relevant regulations [2][7]. - The board has confirmed that the temporary proposal meets the qualifications set forth in the Company Law and the company's articles of association [3][5]. Group 3: Voting Procedures - Voting will be conducted through both in-person and online methods, with specific time frames for each voting method outlined [4][10]. - In cases of duplicate voting on the same proposal, the first valid vote will be considered [10]. - The results of the voting will be separately counted for minority investors, ensuring transparency in the decision-making process [8].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd.'s 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, ensuring compliance with relevant laws and regulations [2][3] - The company has submitted legal documents related to the transaction, which are declared to be legitimate and effective, with no false statements or significant omissions [3] Group 2 - Independent directors have approved the transaction, and relevant proposals have been submitted to the board for review [2] - The company has continuously disclosed the progress of the transaction through announcements on May 1 and May 31, 2025 [2] - The board believes that the legal procedures for the transaction are complete, legal, and effective, in accordance with the company's articles of association and applicable regulations [3]

Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd., representing a 57% stake [1] - The independent financial advisor, CITIC Securities, conducted a review of the company's stock price fluctuations over the 20 trading days prior to the announcement of the transaction, revealing a cumulative increase of 27.13% in the company's stock price [1] - The Shanghai Composite Index showed a minimal increase of 0.24% during the same period, while the coal industry index's performance was not specified [1] Group 2 - The company implemented necessary confidentiality measures during negotiations to prevent the leakage of sensitive information related to the transaction, ensuring that the information remained controlled [2] - The independent financial advisor confirmed that the company's stock price had increased over 20% after excluding the impacts of the broader market and industry factors [2] - The company has registered individuals with insider information and reported the list to the Shanghai Stock Exchange, indicating compliance with insider information management protocols [2]

Core Viewpoint - Anyuan Coal Industry Group Co., Ltd. is planning to inject assets related to the entire equity of Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. as part of a significant asset restructuring initiative [1][2]. Group 1: Asset Evaluation - The asset evaluation report was prepared by Shenzhen Pengxin Asset Appraisal Limited, with the evaluation date set for December 31, 2024 [1][2]. - The purpose of the evaluation is to provide a value reference for the economic behavior involved in the asset injection [2]. - The evaluation method employed includes the asset-based approach and the income approach, ultimately selecting the income approach for the final valuation [2]. Group 2: Evaluation Results - The market value of the entire equity of Ganzhou Jinhui as of the evaluation date is to be determined, with the evaluation conclusion typically valid from the evaluation date [2]. - The evaluation report indicates that the financial data used for the assessment has been audited by Zhongxinghua Accounting Firm, which issued an unqualified audit report [2][3]. Group 3: Legal and Ownership Considerations - The evaluation does not consider the impact of any ongoing legal disputes or arbitration on the assessed value [3]. - There are certain properties that have not been fully documented, and the evaluation is based on data provided by the asset management personnel of Ganzhou Jinhui [3][4]. - The report highlights that any changes in asset quantity or pricing standards after the evaluation date may require a re-evaluation by a qualified asset appraisal institution [4]. Group 4: Company Overview - Anyuan Coal Industry Group Co., Ltd. is a state-controlled listed company with a registered capital of approximately 9.9 billion RMB [5]. - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. is a non-listed company with a registered capital of 150 million RMB, primarily engaged in the development and manufacturing of magnetic separation equipment [5][6].