广州白云电器设备股份有限公司 关于召开2026年 第二次临时股东会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： (一)股东会类型和届次 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603861 证券简称：白云电器 公告编号：2026-007 2026年第二次临时股东会 (二)股东会召集人：董事会 (三)投票方式：本次股东会所采用的表决方式是现场投票和网络投票相结合的方式 (四)现场会议召开的日期、时间和地点 召开的日期时间：2026年2月12日 15点00分 召开地点：广东省广州市白云区大岭南路18号广州白云电器设备股份有限公司 404 会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东会网络投票系统 网络投票起止时间：自2026年2月12日 至2026年2月12日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股东会召开当日的交易时间 段，即9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票平台的投票时 ...

白云电器公告称，2025年7月1日至8月28日，3.66亿元"白电转债"转股，公司总股本增至540,527,955 股，注册资本相应变更。公司拟将董事会席位由9名增至11名，换届后法定代表人改由总经理担任。此 外，提名胡德兆等6人为第八届非独立董事候选人，王晓华等4人为独立董事候选人。同时，制定《董事 和高级管理人员薪酬管理制度》，并将回购股份价格上限由14.65元/股调至19.63元/股。上述议案均需 提交2026年第二次临时股东会审议。 ...

Core Viewpoint - The company, Guangzhou Baiyun Electric Equipment Co., Ltd., has announced adjustments to its share repurchase plan following its mid-year profit distribution, specifically lowering the maximum repurchase price per share from 14.70 yuan to 14.65 yuan due to changes in the total share capital and cash dividend distribution [2][3][4]. Group 1: Share Repurchase Plan - The company plans to use between 10 million yuan and 20 million yuan of its own and raised funds to repurchase shares through centralized bidding, with the intention of using the repurchased shares for employee stock ownership plans and/or equity incentives [2][6]. - The board approved the share repurchase plan on August 1, 2025, and further details were disclosed in subsequent announcements [2][6]. Group 2: Adjustment of Repurchase Price - The adjustment of the maximum repurchase price was necessitated by the company's mid-year profit distribution plan, which includes a cash dividend of 0.50 yuan per 10 shares, leading to a recalibration of the per-share distribution amount due to an increase in total share capital from the conversion of convertible bonds [3][4]. - The adjusted maximum repurchase price will take effect on September 25, 2025, and is calculated based on the formula that accounts for the cash dividend and changes in share capital [4]. Group 3: Progress of Share Repurchase - As of September 30, 2025, the company has not yet implemented any share repurchases, adhering to legal regulations and its own repurchase plan [8]. - The company will continue to monitor market conditions and make repurchase decisions accordingly, ensuring compliance with relevant regulations [8].

Core Points - The company announced a cash dividend distribution of 0.04554 CNY per share for the first half of 2025 [2][4][6] - The distribution plan was approved by the board on August 28, 2025, and does not require further shareholder approval [2][3] - The total amount of cash dividends to be distributed is approximately 24.5 million CNY, representing 30.34% of the net profit attributable to shareholders for the first half of 2025 [4][6] Distribution Plan - The dividend will be distributed to all shareholders registered with the China Securities Depository and Clearing Corporation Limited Shanghai Branch as of the close of trading on the registration date [3][4] - The company will not distribute stock dividends or increase capital from reserves in this distribution [4][6] - The number of shares eligible for distribution is 538,001,517 after excluding shares held in the repurchase account [6][9] Taxation Details - For individual shareholders holding unrestricted shares, dividends are subject to different tax treatments based on the holding period, with a maximum tax rate of 20% for shares held for less than one month [12][13] - For qualified foreign institutional investors (QFII), a 10% withholding tax will apply to dividends [14] - The actual cash dividend received by shareholders after tax will be 0.04099 CNY per share for those subject to withholding [12][14] Implementation Method - The cash dividends will be distributed through the China Securities Depository and Clearing Corporation's clearing system, with specific arrangements for shareholders who have designated trading [8][10] - Shareholders who have not designated trading will have their dividends held by the clearing company until they complete the necessary procedures [8][10]

Core Viewpoint - The company has adjusted its 2025 interim profit distribution plan, reducing the cash dividend per share from 0.05000 yuan to 0.04554 yuan due to an increase in total shares outstanding following the conversion of convertible bonds [2][8]. Summary by Sections 1. Adjustment of Profit Distribution - The cash dividend per share has been adjusted from 0.05000 yuan (including tax) to 0.04554 yuan (including tax) [2]. - The adjustment is due to the conversion of the company's convertible bonds, which resulted in an increase of 47,968,009 shares, raising the total share capital from 492,559,946 shares to 540,527,955 shares [2][6]. 2. Previous Profit Distribution Plan - The initial profit distribution plan proposed a cash dividend of 0.50 yuan per 10 shares (including tax), with a total cash dividend of 24,501,675.40 yuan (including tax), representing 30.34% of the net profit attributable to shareholders for the first half of 2025 [3][8]. - The actual number of shares eligible for distribution was calculated to be 490,033,508 shares after excluding repurchased shares [3]. 3. Changes in Total Share Capital - The company triggered the conditional redemption clause of its convertible bonds due to the stock price exceeding 130% of the conversion price for 15 consecutive trading days [5]. - The redemption of the convertible bonds was completed by August 28, 2025, resulting in a total share capital increase [6]. 4. Share Repurchase Situation - The company has approved a share repurchase plan with a budget between 10 million yuan and 20 million yuan, intended for employee stock ownership plans or equity incentives [10]. - As of the announcement date, no shares had been repurchased yet, and the number of shares in the repurchase account remained unchanged at 2,526,438 shares [11][12]. 5. Adjusted Profit Distribution Plan - The adjusted profit distribution plan now states a cash dividend of 0.04554 yuan per share, with a total distribution amount of approximately 24,500,589.08 yuan (including tax) [8]. - This total distribution still represents 30.34% of the net profit attributable to shareholders for the first half of 2025 [8].

Core Viewpoint - The company has adjusted its cash dividend per share for the 2025 interim profit distribution from 0.05000 yuan to 0.04554 yuan due to an increase in total shares outstanding following the conversion of convertible bonds [1][5]. Summary by Sections Adjustment of Dividend Distribution - The cash dividend per share has been revised from 0.05000 yuan (including tax) to 0.04554 yuan (including tax) [1]. - The adjustment is due to the conversion of the company's convertible bonds, resulting in an increase of 47,968,009 shares, raising the total share capital from 492,559,946 shares to 540,527,955 shares [1][3]. Previous Profit Distribution Plan - The initial profit distribution plan proposed a cash dividend of 0.50 yuan for every 10 shares (including tax) [1]. - As of June 30, 2025, the total share capital was 492,559,946 shares, with 2,526,438 shares held in a repurchase account not participating in the distribution [2]. Changes in Total Share Capital - The total share capital increased to 540,527,955 shares due to the conversion of convertible bonds, which was completed by August 28, 2025 [3]. - The company triggered the conditional redemption of the convertible bonds on August 6, 2025, following the stock price meeting the required threshold [2][3]. Share Repurchase Situation - The company has approved a share repurchase plan with a budget between 10 million yuan and 20 million yuan, but as of the announcement date, no shares have been repurchased [4]. - The number of shares in the repurchase account remains at 2,526,438, which will not participate in the profit distribution [4]. Revised Profit Distribution Plan - The adjusted cash dividend per share is calculated based on the unchanged total distribution amount, resulting in a new dividend of 0.04554 yuan per share [5]. - The total profit distribution amount is 24,500,589.08 yuan (including tax), which represents 30.34% of the net profit attributable to shareholders for the first half of 2025 [5].

Core Viewpoint - Baiyun Electric announced a reduction in cash dividend per share from 0.05000 yuan (including tax) to 0.04554 yuan (including tax) due to an increase in total shares outstanding following the conversion of convertible bonds [1] Summary by Relevant Sections - **Dividend Adjustment**: The cash dividend per share has been adjusted to 0.04554 yuan (including tax) from the previously announced 0.05000 yuan (including tax) [1] - **Reason for Adjustment**: The adjustment is due to the issuance of an additional 47,968,009 shares resulting from the conversion of the company's convertible bonds "Bai Electric Convertible Bonds," increasing the total share capital from 492,559,946 shares to 540,527,955 shares [1] - **Distribution Principle**: The company maintains the principle of unchanged total distribution amount, leading to the corresponding adjustment in the cash dividend per share [1]

Core Points - The company announced the redemption results of its convertible bonds, "Bai Electric Convertible Bonds," with a total redemption amount of 1,130,503.87 yuan, including interest [1][2] - The redemption was triggered as the stock price met the condition of being at least 130% of the conversion price for 15 consecutive trading days [1][2] - The redemption date is set for August 29, 2025, and the bonds will be delisted on the same day [1][2] Redemption Details - The total number of bonds redeemed is 1,113,000 yuan, equivalent to 11,130 bonds [1][2] - The redemption price per bond is calculated at 101.5726 yuan, which includes the principal and accrued interest [2][3] - The accrued interest is calculated based on a 2.00% annual interest rate over 287 days, resulting in 1.5726 yuan per bond [2][3] Impact on Company - The total redemption amount will not significantly impact the company's cash flow [4] - Following the redemption, the company's total share capital will increase, supporting sustainable development [4] - As of August 28, 2025, a total of 878,887,000 yuan of the convertible bonds have been converted into 113,083,478 shares, representing 25.0223% of the total shares before conversion [2][4] Shareholding Changes - Post-redemption, the shareholding structure shows a decrease in the percentage of shares held by major shareholders, with the largest shareholder group now holding 55.49% of the voting rights [4][5] - The shareholding of individual major shareholders has also decreased proportionally due to the conversion of bonds into shares [4][5]

Group 1 - The company announces the redemption and delisting of the "Bai Electric Convertible Bond" effective from August 29, 2025 [4][8][14] - The last trading day for the "Bai Electric Convertible Bond" is August 25, 2025, and it will stop trading from August 26, 2025 [2][6][15] - The last conversion date for the bond is August 28, 2025, with a conversion price of 7.63 yuan per share [3][4][5] Group 2 - The redemption price for the bond is set at 101.5726 yuan per bond, which includes the face value and accrued interest [10][12][14] - The accrued interest is calculated to be 1.5726 yuan per bond based on a 2.00% annual interest rate over 287 days [11][12] - Investors must convert their bonds within the specified period to avoid forced redemption at the set price [4][17] Group 3 - The company triggered the conditional redemption clause as the stock price exceeded 130% of the conversion price for 15 trading days [5][8] - The redemption registration date is August 28, 2025, and the funds will be distributed on August 29, 2025 [6][10][14] - The company will provide further announcements regarding the redemption results and its impact on the company after the redemption process [14][15]

Core Points - The company has announced the redemption and delisting of the "Bai Dian Convertible Bond" with specific dates and prices outlined [1][2][3] Redemption Details - Redemption registration date is set for August 28, 2025 [1] - Redemption price is 101.5726 CNY per bond [1][4] - Redemption funds will be distributed on August 29, 2025 [1][6] - The last trading day for the bonds is August 25, 2025, after which trading will cease [1][6] Conversion and Trading Information - The last conversion date for the bonds is August 28, 2025, with only one trading day left before this date [1][6] - Investors can convert their bonds at a price of 7.63 CNY per share within the specified timeframe [2][4] - The company has triggered the conditional redemption clause due to the stock price meeting the required threshold [2][4] Tax and Payment Information - The interest income tax for individual investors is set at 20%, affecting the net redemption amount [4][5] - The actual redemption amount after tax for individual investors will be 101.2581 CNY per bond [4][5] Post-Redemption Actions - Following the redemption, the "Bai Dian Convertible Bond" will be delisted from the Shanghai Stock Exchange on August 29, 2025 [1][6] - The company will notify bondholders of the redemption results and its impact on the company after the redemption process is completed [6][7]