本报讯 （记者丁蓉）12月9日，广东塔牌集团股份有限公司（以下简称"塔牌集团"）发布《关于变更部 分回购股份用途并注销减少注册资本的公告》。 公告显示，基于回购专用证券账户部分回购股份存续时间即将期满3年，为提高公司长期投资价值，提 升每股收益水平，进一步增强投资者信心，塔牌集团拟将存放于回购专用证券账户中的1812.45万股回 购股份的用途由"用于公司实施员工持股计划"变更为"用于注销并减少公司注册资本"，并按规定办理股 份注销、工商变更登记等相关手续。 2025年前三季度，得益于所处市场区域气候好转及受上年同期销量基数较低的影响，塔牌集团产品销量 实现同比上升，水泥销量同比上升6.37%，"水泥+熟料"销量同比上升5.05%；得益于煤炭价格的下降和 公司采取的瘦身强体、降本增效措施的累积效应，该公司水泥平均销售成本同比下降了7.03%，大于水 泥销售价格的同比降幅4.34%，管理费用亦实现同比下降，水泥主业盈利水平同比有所改善。同时，得 益于资本市场的持续回暖，该公司投资收益（含浮盈）同比大幅增长，叠加处置关停企业的收益增加， 公司非经常性损益同比增加1.41亿元。在上述因素叠加影响下，公司实现归属于上市 ...

Core Viewpoint - Guangdong Huate Gas Co., Ltd. has decided not to adjust the conversion price of its convertible bonds, Huate Convertible Bonds, despite the triggering of the downward adjustment clause due to stock price fluctuations [2][9][10]. Summary by Sections Convertible Bond Issuance Overview - The company issued 6,460,000 convertible bonds with a total fundraising amount of RMB 646 million, netting RMB 638.18 million after expenses [3]. - The bonds are set to mature six years from the issuance date, specifically from March 21, 2023, to March 20, 2029 [3]. - The initial conversion price was set at RMB 84.22 per share, which was adjusted to RMB 83.81 on July 6, 2023, and further adjusted to RMB 83.75 on August 21, 2023 [4][5]. Downward Adjustment Clause for Conversion Price - The downward adjustment clause is triggered when the stock price is below 85% of the conversion price for at least 15 out of 30 consecutive trading days [7]. - The company has the authority to propose a downward adjustment, which requires a two-thirds majority approval from shareholders [7]. Decision on Non-Adjustment of Conversion Price - As of November 17, 2025, the stock price fell below RMB 70.31, triggering the adjustment clause [9]. - The board of directors decided not to adjust the conversion price, considering the short time since the bond's issuance and the impact of macroeconomic factors [9][10]. - The decision was made unanimously with 8 votes in favor and no opposition [10]. Future Considerations - The company will not propose a downward adjustment for the next six months, even if the conditions are met again [10]. - The next period for potential adjustment will start from May 18, 2026 [10].

Group 1 - The company held its fifth board meeting on November 10, 2025, where all five directors attended, meeting the legal quorum requirements [2][3] - The board unanimously approved the proposal to change the purpose of repurchased shares from employee stock ownership plans to cancellation and reduction of registered capital [3][4] - The company plans to cancel 44,916,376 shares, which represents approximately 3.899% of the current total share capital, reducing the total share capital from 1,152,000,200 shares to 1,107,083,824 shares [7][13] Group 2 - The company will convene the 2025 third extraordinary general meeting of shareholders on November 27, 2025, to discuss the approved proposals [5][18] - The meeting will be conducted through a combination of on-site voting and online voting, with specific time slots for each [19][33] - Shareholders must register for the meeting by providing necessary documentation, and the registration period is set for November 26, 2025 [25][26]

Group 1 - The company held its 25th meeting of the 6th Board of Directors on September 5, 2025, with all 6 directors present, complying with legal and statutory requirements [1][2] - The Board approved a proposal to change the purpose of 9,771,882 shares originally intended for maintaining company value and shareholder rights to be used for cancellation and reduction of registered capital [1][2] - The proposal for share cancellation requires approval from the shareholders' meeting, and the Board has requested authorization for management to handle the related procedures [2] Group 2 - The company plans to hold its third extraordinary shareholders' meeting on September 22, 2025, combining in-person and online voting [2]

Group 1 - The company held its 36th meeting of the third board of directors on September 1, 2025, with all 9 directors present, including independent directors attending via communication [1] - The board approved a proposal to change the purpose of repurchased shares from employee stock ownership plans to cancellation and reduction of registered capital, with a unanimous vote of 9 in favor [2] - The proposal to change the registered capital and amend the company's articles of association was also approved, with the same unanimous vote [2] Group 2 - The company plans to submit the proposals for approval at the first extraordinary general meeting of shareholders in 2025 [3]

Core Viewpoint - The company has decided to change the purpose of its share repurchase and will cancel a portion of its shares, leading to a reduction in registered capital and total share capital [1][2]. Group 1: Share Repurchase and Capital Reduction - The company held meetings on July 4, 2025, and July 22, 2025, where it approved the change in the purpose of the share repurchase from employee stock ownership plans to cancellation and reduction of registered capital [1]. - The total number of shares will decrease from 990,929,102 to 984,916,021, and the registered capital will also decrease from 990,929,102 to 984,916,021 yuan [2]. - The company plans to cancel all 6,013,081 shares held in the repurchase account [1]. Group 2: Notification to Creditors - The company has notified creditors that they have 45 days from the announcement date to claim their debts or request guarantees [2]. - Creditors can submit their claims via mail or email, and the submission date will be based on the postmark date for mailed claims [2].

Meeting Notice - The company has established guidelines to ensure the rights of all shareholders and the orderly conduct of the meeting [1][2] - Attendees must check in 30 minutes prior to the meeting and present identification [2] - Shareholders have the right to speak, inquire, and vote during the meeting [2][3] Meeting Details - The meeting is scheduled for July 14, 2025, at 14:00 in Beijing [6] - Online voting will be available on the Shanghai Stock Exchange platform from 9:15 to 15:00 on the same day [6] Meeting Agenda - The agenda includes sign-in, announcement of attendees, discussion of proposals, and voting [6] - The first proposal involves changing the purpose of repurchased shares from employee stock plans to cancellation and reduction of registered capital [6][10] Proposal Details - The company plans to change the use of 2,919,652 repurchased shares, which will reduce the total share capital from RMB 68,517.2377 million to RMB 68,225.2725 million [8] - This change aims to enhance earnings per share and improve shareholder returns without adversely affecting the company's financial status or operations [8][9] Additional Proposal - The second proposal is to increase the expected amount of daily related transactions by RMB 50 million, bringing the total to RMB 150 million [10][11] - This increase is based on the company's operational needs and has been approved by the board and supervisory committee [12]

Summary of Key Points Core Viewpoint - The company has decided to change the purpose of its share repurchase plan from employee stock ownership or equity incentives to cancellation and reduction of registered capital, involving the cancellation of 1,179,800 shares [1][3][4]. Group 1: Share Repurchase Overview - The company initially planned to repurchase shares using its own funds, with a total amount between RMB 20 million and RMB 40 million, at a maximum price of RMB 35.00 per share [1][3]. - The estimated total number of shares to be repurchased ranged from 571,428 shares (0.56% of total shares) to 1,142,856 shares (1.12% of total shares) based on the lower and upper limits of the repurchase amount [1][3]. - As of the latest update, the company has already repurchased 640,100 shares for a total amount of RMB 19,050,656 [1][3]. Group 2: Change of Purpose for Share Repurchase - The change in purpose is aimed at protecting investor interests and enhancing market confidence, considering the company's overall strategic planning and the scale of equity incentives [3][4]. - The decision to cancel the repurchased shares will reduce the company's registered capital and total share count from 142,452,043 shares to 141,272,243 shares [4][5]. Group 3: Impact of the Change - The cancellation of shares is expected to increase earnings per share and improve investor returns without significantly affecting the company's debt obligations, ongoing operations, or shareholder equity [4][5]. - The decision will not lead to changes in the controlling shareholder or actual controller of the company, nor will it have a major impact on the company's financial status and operating results [4][5]. Group 4: Decision-Making Process - The proposal for changing the purpose of the share repurchase and cancellation has been approved in the meetings of the board of directors and the supervisory board held on June 13, 2025, and will be submitted for shareholder approval [5].

Group 1 - The company held its 16th meeting of the third board of directors on June 4, 2025, with all 9 directors present, ensuring compliance with relevant laws and regulations [1] - The board approved a proposal to change the purpose of 3,712,648 shares from "sale" to "cancellation and corresponding reduction of registered capital," reflecting confidence in the company's sustainable development [1][2] - Following the cancellation of shares, the total share capital will decrease from 238,483,650 shares to 234,771,002 shares, and the registered capital will change from 238,483,650 yuan to 234,771,002 yuan [2][3] Group 2 - The board proposed to convene the first extraordinary general meeting of shareholders in 2025, which will utilize both on-site and online voting methods [3] - All proposals received unanimous approval from the board, with no dissenting or abstaining votes [2][3]

Core Viewpoint - The company is holding a temporary shareholders' meeting to discuss changes in registered capital and amendments to the Articles of Association, along with the necessary business registration changes [1][7]. Group 1: Meeting Procedures - Shareholders or their agents must arrive 30 minutes before the meeting to complete registration and present necessary identification documents [2]. - Only shareholders, their agents, company directors, supervisors, senior management, invited lawyers, and designated personnel are allowed to attend the meeting [1][2]. - The meeting will combine on-site and online voting, with specific time frames for each [4][6]. Group 2: Agenda and Proposals - The meeting agenda includes signing in, receiving materials, and a report on the number of attending shareholders and their voting rights [4][6]. - Proposal one involves changing the purpose of repurchased shares and reducing registered capital, which has been approved by the board [5][7]. - Proposal two seeks to adjust the use of shares in the repurchase plan from "sale" to "cancellation and corresponding reduction of registered capital," along with necessary amendments to the Articles of Association [7].