Core Viewpoint - The independent financial advisor, Huatai United Securities, has provided an opinion on the implementation of the asset acquisition and related transactions by ChipLink Integrated Circuit Manufacturing Co., Ltd, indicating that the transaction has followed the necessary legal and regulatory procedures [1][15]. Group 1: Transaction Overview - The transaction involves the acquisition of a 72.33% stake in ChipLink Yuezhou Integrated Circuit Manufacturing Co., Ltd by issuing shares and paying cash, making it a wholly-owned subsidiary of the listed company [7][10]. - The total assessed value of 100% equity of ChipLink Yuezhou is 815,200 million RMB, with the agreed transaction price for the equity set at 589,661.33 million RMB [7][10]. - The cash portion of the transaction will be funded from the company's own resources [7]. Group 2: Transaction Details - The share issuance price is set at 4.04 RMB per share, which is not lower than the average trading price over the 20 trading days prior to the pricing benchmark date [9][10]. - A total of 1,313,601,972 shares will be issued as part of the transaction, with the total payment to the transaction parties comprising 530,695.20 million RMB in shares and 58,966.13 million RMB in cash [11][12]. Group 3: Implementation Status - As of the date of the independent financial advisor's opinion, all necessary decision-making and approval processes for the transaction have been completed [15]. - The transfer of the target assets has been finalized, and the company now holds 100% equity in the target company [13][14]. - The cash payment to the transaction parties has been completed, and the registration of the newly issued shares has been finalized [14][15]. Group 4: Compliance and Future Steps - The independent financial advisor confirms that the transaction complies with relevant laws and regulations, and there are no significant discrepancies with previously disclosed information [15][16]. - Future steps include the completion of any necessary registration or filing procedures related to the transaction [15].

Core Viewpoint - The legal opinion letter from Shanghai Junlan Law Firm confirms that Guangdong Hongchuan Smart Logistics Co., Ltd. has obtained the necessary approvals and authorizations for granting stock options under the 2025 Stock Option Incentive Plan, in compliance with relevant regulations [1][9]. Group 1: Approval and Authorization - The stock option incentive plan has been approved by the company's board and is in accordance with the "Management Measures for Equity Incentives of Listed Companies" and the "2025 Stock Option Incentive Plan" [3][4]. - The board's authorization for the stock option grant has been verified, confirming that the necessary approvals have been obtained as of the date of the legal opinion [4][6]. Group 2: Grant Details - The company will grant a total of 12.27 million stock options to 266 eligible incentive objects, with a grant price set at 11.55 yuan per option [4][5]. - The authorization date for this incentive plan is determined to be September 4, 2025, as per the board's resolution [5][6]. Group 3: Grant Conditions - The granting of stock options is subject to specific conditions, including the absence of negative audit opinions on financial reports and compliance with legal regulations regarding equity incentives [5][6]. - The company and the incentive objects do not fall under any disqualifying conditions as outlined in the relevant management measures and incentive plan [6][9]. Group 4: Information Disclosure - The company is required to disclose relevant resolutions and announcements regarding the stock option grant in a timely manner, in accordance with the management measures and incentive plan [7][9]. - The company has fulfilled its current information disclosure obligations and will continue to comply with future requirements [9].

之 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11、12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务 所 法律意见书 目 录 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于芯联集成电路制造股份有限公司 发行股份及支付现金购买资产暨关联交易实施情况之 法律意见书 案号：01F20233741 致：芯联集成电路制造股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受芯联集成电路制造股份 有限公司（以下简称"公司""上市公司"或"芯联集成"）的委托，并根据上 市公司与本所签订的《法律服务委托协议》，作为上市公司本次发行股份及支付 现金购买资产暨关联交易事项（以下简称"本次交易"）的特聘专项法律顾问。 本所已于 2024 年 12 月 28 日出具了《上海市锦天城律师事务所关于芯联集 成电路制造股份有限公司发行股份及支付现金购买资产暨关联交易之法律意见 书》（以下简称"《法律意见书》"），于 2025 年 3 月 14 日出具了《上海市锦 天城律师事务所关于芯联集成电路制造股份有限公司发行股份及支付现金 ...

Core Viewpoint - The company is responding to the second round of inquiry from the Shenzhen Stock Exchange regarding its application for a specific stock issuance, addressing various questions related to its financial performance and operational strategies. Financial Performance - The company's main business gross profit margins over the reporting period were 10.93%, 10.92%, and 10.29% respectively, indicating a downward trend [2][6] - The net cash flow from operating activities for the company was -59,588,044.04 yuan, 76,429,593.57 yuan, and 30,635,791.73 yuan over the last three years, showing significant fluctuations [2][6] - The net profit for the first half of 2025 was 54,278,200 yuan, representing a year-on-year increase of 93.46% [11] Sales and Marketing Strategy - The company relies on sales promotion consultants to assist in market channel development and sales, which is a common practice in the cable industry [3][5] - The sales promotion consultants primarily provide services related to market demand feedback, contract signing, and payment collection, without engaging in logistics or installation services [3][5] Industry Context - The cable industry in China has experienced rapid growth since the 1990s, becoming the second-largest producer globally, only behind the United States [4] - The industry has a low overall gross profit margin, typically ranging from 10% to 12%, due to intense competition and a predominance of low-end products [6][9] - The company’s gross profit margin is slightly below the average of comparable companies, reflecting the competitive landscape and product structure differences [9][11] Future Outlook - The cable manufacturing market is projected to remain significant, with ongoing investments in infrastructure and emerging industries such as renewable energy driving demand [12][14] - The company is increasing its research and development investments to enhance product quality and expand its market presence [14] - The company plans to improve its sales capabilities by expanding its sales team and establishing new regional offices, aiming for better customer service and market penetration [5][11]

Core Viewpoint - The company is implementing a differentiated dividend distribution plan due to the existence of shares in a repurchase account that will not participate in the profit distribution [1][4]. Group 1: Reasons for Differentiated Dividend - The differentiated dividend is necessitated by the shares held in the repurchase account, which will not be included in the profit distribution [1]. - As of August 29, 2025, the company has 2,726,432,116 shares eligible for the dividend distribution after excluding 25,720,000 shares in the repurchase account [1]. Group 2: Dividend Distribution Plan - The company plans to distribute a cash dividend of 0.20 yuan per 10 shares to all shareholders, with adjustments made if the total share capital changes before the distribution date [1]. - The total share capital of the company is 2,752,152,116 shares, and the actual number of shares participating in the distribution is 2,726,432,116 [1]. Group 3: Calculation Basis for Dividend - The cash dividend per share is calculated as approximately 0.01981 yuan based on the total shares participating in the distribution [2]. - The reference price for ex-dividend trading is calculated to be approximately 5.24 yuan per share, with a minimal impact of 0.0036% on the reference price due to the differentiated dividend [2][3]. Group 4: Compliance with Regulations - The differentiated dividend distribution complies with relevant laws and regulations, including the Securities Law and the guidelines from the Shanghai Stock Exchange [4]. - The review by the sponsoring institution, Huajin Securities, confirms that the distribution does not harm the interests of the company or its shareholders [4].

Core Viewpoint - The company, Remote Cable Co., Ltd., is responding to a second round of inquiry from the China Securities Regulatory Commission regarding its application for a specific stock issuance, addressing issues related to past violations of information disclosure regulations and ongoing investor lawsuits [1][3]. Group 1: Company Violations and Penalties - The company failed to timely disclose external guarantees, related party transactions, contingent liabilities, and significant lawsuits, resulting in a warning and a fine of 500,000 yuan from the Jiangsu Regulatory Bureau [3][21]. - The former actual controller of the company, Xia Jiantong, received a warning and a fine of 600,000 yuan for his involvement in these violations [3][21]. - The violations occurred between 2017 and 2019, and the company argues that they do not constitute recent illegal activities within the last three years [3][20]. Group 2: Investor Lawsuits - The company has received one investor lawsuit related to false statements, with the plaintiff seeking compensation of 221,842 yuan for economic losses incurred from purchasing the company's stock based on misleading information [5][20]. - The company has engaged a law firm to handle the lawsuit, which is currently in the evidence exchange phase [6][20]. - The company believes that the statute of limitations for potential claims has expired, as the relevant disclosure violations were publicly known by April 2019 [10][20]. Group 3: Financial Impact and Future Outlook - The company estimates that the maximum potential compensation amount related to the ongoing lawsuit could reach 16.82 million yuan, but asserts that this will not significantly impact its operations or financial status [20][19]. - The company has taken steps to rectify past violations and improve governance, with a new management team in place since the actual controller changed to the Wuxi State-owned Assets Supervision and Administration Commission [21][28]. - The company has reported steady growth in revenue and net profit since 2020, indicating a positive market image and operational stability [28].

Core Viewpoint - Shandong Mining Machinery Group Co., Ltd. is preparing to issue A-shares to specific investors, with Lianchu Securities Co., Ltd. acting as the lead underwriter for this issuance [1][2]. Group 1: Basic Information about the Issuance - The underwriter for the issuance is Lianchu Securities Co., Ltd. [2] - The designated representatives for the underwriting are Nie Ronghua and Xu Guang, both of whom have extensive experience in similar projects [2][3]. - The issuance involves the company offering A-shares to specific investors, which is a common practice for raising capital [4]. Group 2: Company Overview - Shandong Mining Machinery Group was established on December 3, 1999, with a registered capital of 1,782.79 million yuan [4]. - The company is located in the Economic Development Zone of Changle County, Shandong Province, and is listed on the Shenzhen Stock Exchange under the stock code 002526 [4]. - The company specializes in manufacturing coal mining machinery and has diversified into related products and services [5]. Group 3: Financial Data - As of June 30, 2025, the total assets of Shandong Mining Machinery amounted to 518,205.88 million yuan, with total liabilities of 191,127.74 million yuan [6]. - The company reported a revenue of 104,635.35 million yuan for the first half of 2025, with a net profit attributable to shareholders of 9,846.04 million yuan [6][7]. - The company's financial ratios indicate a current ratio of 1.81 and a quick ratio of 1.24 as of the first half of 2025 [7]. Group 4: Compliance and Regulatory Aspects - The issuance has been approved by the company's board of directors and shareholders, complying with the legal requirements set forth in the Company Law and Securities Law [13][14]. - The issuance price is set at 1.85 yuan per share, which is above the par value, meeting regulatory standards [14][16]. - The company has confirmed that the issuance will not lead to a change in control and adheres to the regulations regarding the issuance to specific investors [16].

Core Viewpoint - The company, Shandong Mining Machinery Group Co., Ltd., is preparing to issue A-shares to specific targets, with a total fundraising amount not exceeding 300 million yuan, aimed at supplementing working capital [17][28]. Group 1: Legal Opinions and Compliance - The law firm, Shandong Deheng Law Firm, has been engaged as a special legal advisor for the issuance process, ensuring compliance with relevant laws and regulations [3][4]. - The issuance is subject to the review by the Shenzhen Stock Exchange, which has raised inquiries regarding the company's land use and operational licenses [3][6]. Group 2: Land Use Issues - A subsidiary, Shandong Chengtong Forging Co., Ltd., has a land use issue where it occupies 321.7 square meters of land without proper ownership documentation, which may lead to forced execution by local authorities [6][9]. - The company is in discussions to purchase the occupied land, but there is significant uncertainty regarding the outcome of these negotiations [9][10]. Group 3: Financial Aspects of the Issuance - The proposed issuance price is set at 1.85 yuan per share, with the closing price on April 3 being 3.91 yuan per share, indicating a potential discount for the issuance [17]. - The funds raised will be primarily sourced from the actual controller's son, Zhao Huatao, who plans to use 20% from personal funds and 80% from self-raised funds [20]. Group 4: Financial Viability and Risk Assessment - Zhao Huatao's financial background indicates a strong capacity to cover the subscription amount, with personal assets and potential bank loans available for financing [21][25]. - The company has committed to ensuring that no improper financial arrangements exist regarding the subscription, maintaining compliance with regulatory requirements [27].

Company Overview - Shandong Mining Machinery Group Co., Ltd. was established on December 3, 1999, with a registered capital of 1,782.79 million yuan [1] - The company specializes in the manufacturing of coal mining machinery and has developed a series of products with a significant market share in China [2][3] - The company is listed on the Shenzhen Stock Exchange under the stock code 002526 [1] Financial Performance - As of June 2025, the total assets amounted to 518,205.88 million yuan, with total liabilities of 191,127.74 million yuan, resulting in total equity of 327,078.14 million yuan [2] - The company's revenue for the first half of 2025 was 104,635.35 million yuan, with a net profit attributable to shareholders of 9,846.04 million yuan [2][3] - The operating cash flow for the first half of 2025 was -7,517.60 million yuan, indicating fluctuations in cash flow management [3][10] Business Risks - The company faces risks related to market expansion, including intense competition from larger manufacturers in the coal machinery sector [6] - Fluctuations in raw material prices, particularly steel, can impact production costs and profit margins [6] - Environmental regulations may require increased investment in compliance, affecting operational costs [6] Industry Context - The coal machinery industry is cyclical and closely tied to macroeconomic conditions, with potential impacts from policies aimed at carbon neutrality [11] - The industry is experiencing a shift towards intelligent mining solutions, increasing competition among companies to innovate [11] - The company must adapt to changing market demands and technological advancements to maintain its competitive edge [11] Issuance Details - The company plans to issue A-shares to specific investors, with a total fundraising target of up to 300 million yuan, primarily to supplement working capital [12][16] - The issuance price is set at 1.85 yuan per share, which is 80% of the average trading price over the previous 20 trading days [13][24] - The shares will be subject to an 18-month lock-up period post-issuance [15]

Group 1 - The article discusses the early redemption of the convertible bond "Tongling Ding 02" by Tongling Nonferrous Metals Group Co., Ltd. [1][5] - The company has received approval to issue convertible bonds to raise no more than 2.146 billion yuan for asset acquisition and related transactions [1][2] - The convertible bonds have a term of 6 years, from September 21, 2023, to September 20, 2029, and will be listed on the Shenzhen Stock Exchange starting March 6, 2024 [2][3] Group 2 - The initial conversion price of the bonds was set at 3.38 yuan per share, which has been adjusted to 3.20 yuan per share [3][4] - The redemption clause allows the company to redeem the bonds if the stock price exceeds 130% of the conversion price for at least 15 trading days within a 30-day period [4][5] - The company has triggered the redemption clause as the stock price has met the required threshold [4][5] Group 3 - The redemption price for the bonds is set at 100.063 yuan per bond, which includes accrued interest [5] - The redemption process will involve all registered holders of "Tongling Ding 02" as of October 10, 2025, with funds transferred to their accounts by October 20, 2025 [5] - The company has confirmed that there were no transactions of the bonds by major shareholders and executives in the six months prior to the redemption conditions being met [5] Group 4 - The independent financial advisor has verified that the early redemption process has followed necessary decision-making procedures and complies with relevant regulations [5][6]