证券代码：603026 证券简称：石大胜华 公告编号：临 2025-056 石大胜华新材料集团股份有限公司 事务所（特殊普通合伙）于 2025 年 8 月 4 日进行了审验，并出具《验资报告》 （信会师报字[2025]第 ZG12714 号）。为规范公司募集资金管理，保护投资者权 益，公司及子公司与保荐人、募集资金专户开户银行签署了《募集资金专户存储 三方监管协议》，开设了募集资金专项账户，对募集资金实行专户存储。 二、本次募集资金金额与用途 根据《石大胜华新材料集团股份有限公司向特定对象发行股票募集说明书》 及《关于调整公司 2022 年度向特定对象发行 A 股股票方案的议案》，调整后的 向特定对象发行股票募集资金总额不超过 1,000,000,000.00 元（含本数）。发 行人本次向特定对象发行实际募集资金总额为 999,999,976.34 元，由于本次发 行募集资金扣减发行费用后的实际募集资金净额略低于《关于调整公司 2022 年 度向特定对象发行 A 股股票方案的议案》调整后募投项目拟使用募集资金的金额， 根据实际募集资金净额，结合公司目前经营发展战略规划和实际经营需要，为保 证募投项目顺利实施， ...

Investment Overview - The company plans to establish a subsidiary, Dongying Shenghua Lida Technology Co., Ltd., to invest in a 53,000 tons/year calcium chloride project [1][2] - The total investment for the project is estimated at 25 million yuan, with funding sourced from the company's own capital [1][2] - The project will be located in Dongying City, Shandong Province, covering an area of 5,300 square meters, with a construction period of 8 months [1] Financial Projections - The projected annual revenue from the calcium chloride product is approximately 23.57 million yuan [3] - Total estimated costs for the project are around 17.07 million yuan, leading to an expected profit of approximately 4.87 million yuan annually [3] Board Approval - The investment proposal was approved by the board with 9 votes in favor and 0 against, and does not require further approval from the shareholders' meeting [4] Strategic Impact - This investment is expected to enhance the company's resource advantages in the new energy materials sector, increase product value, and improve profitability, thereby strengthening the company's core competitiveness [4]

Core Viewpoint - The company plans to reappoint Lixin Certified Public Accountants (Special General Partnership) as its auditing firm for the year 2025, pending approval from the shareholders' meeting [1][6]. Group 1: Auditing Firm Information - Lixin Certified Public Accountants was founded in 1927 by Dr. Pan Xulun and is a member of the international accounting network BDO [1]. - As of the end of 2024, Lixin has 296 partners, 2,498 registered accountants, and a total of 10,021 employees [2]. - Lixin's audited business revenue for 2024 was 4.748 billion yuan, with auditing revenue at 3.672 billion yuan and securities business revenue at 1.505 billion yuan [2]. Group 2: Legal and Risk Management - Lixin has set aside a professional risk fund of 171 million yuan and has a cumulative compensation limit of 1.05 billion yuan for professional insurance, which covers civil liability due to audit failures [2]. - In the past three years, Lixin has faced five administrative penalties and 43 supervisory measures, but has not faced any criminal penalties [5]. Group 3: Audit Fee Structure - The audit fee for the annual report is set at 550,000 yuan, and the internal control audit fee is also 300,000 yuan, both showing no percentage change [5]. Group 4: Board and Committee Opinions - The company's audit committee has reviewed Lixin and believes it adheres to independent auditing principles, reflecting the company's financial status objectively [5]. - The board of directors approved the proposal to reappoint Lixin with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [6].

Group 1 - The company Shenzhen Lihui Microelectronics Co., Ltd. has announced changes in its wholly-owned subsidiary, Shenzhen Lishun Communication Technology Co., Ltd., including an increase in registered capital from 5 million RMB to 10 million RMB [1] - The business scope of the subsidiary has been expanded to include integrated circuit chip design and services, manufacturing and sales of integrated circuit chips and products, as well as various technology services related to the Internet of Things (IoT) [1][2] - The changes were approved by the company's general manager and did not require board or shareholder meeting approval, with the new business license issued by the Shenzhen Market Supervision Administration [1][3] Group 2 - The new business scope includes manufacturing and sales of smart home consumer devices, electric power facility equipment, communication devices, photovoltaic equipment, and electric vehicle charging infrastructure [1][2] - The changes reflect the company's strategic focus on expanding its capabilities in the technology and IoT sectors, indicating a proactive approach to business development [1][3] - The legal representative of the subsidiary has also been updated as part of the changes [2]

Transaction Overview - The company plans to acquire 39.2308% of the equity of Shanghai Wutong Tree High-tech Co., Ltd. for a cash consideration of 196.154 million yuan [1][5] - The transaction constitutes a related party transaction but does not qualify as a major asset restructuring [1][4] - The acquisition will allow the company to consolidate the target company into its financial statements as a subsidiary [5][10] Performance Commitment and Risk Mitigation - The transaction includes performance compensation clauses; if performance targets are not met, the sellers must compensate the company in cash [2][22] - The target company is expected to achieve a cumulative net profit of no less than 40 million yuan for the years 2025, 2026, and 2027 [3][22] - The company’s major shareholder will guarantee the performance obligations if the sellers fail to meet their commitments [2][22] Financial and Valuation Details - The target company's valuation is set at 513.08 million yuan, with a significant appreciation rate of 1,687.42% based on the income approach [15][20] - The target company reported total assets of 65.5 million yuan and net assets of 28.05 million yuan as of June 30, 2025 [14][19] - The acquisition price reflects a fair valuation based on the target company's growth potential and market conditions [15][23] Industry Context - The target company operates in the AIDC (Artificial Intelligence Data Center) sector, which is experiencing rapid growth due to increasing demand for intelligent computing solutions [10][11] - The AIDC market is projected to grow at a compound annual growth rate (CAGR) of 27% from 2023 to 2028, driven by advancements in AI and data center technologies [10][11] - The target company focuses on providing integrated services for computing power infrastructure, which is critical for AI applications [10][12]

Group 1 - The core point of the announcement is that Shaanxi Kanghui Pharmaceutical Co., Ltd. has decided to suspend production at its subsidiary Shaanxi Youbang Biomedical Technology Co., Ltd. to reduce losses and protect shareholder interests [1] - The suspension is due to intensified market competition and a continuous decline in product sales margins, leading to ongoing losses for Shaanxi Youbang [1][3] - The company plans to assess market conditions to determine whether to resume production in the future [1] Group 2 - Shaanxi Youbang's total assets accounted for 16.91% of the company's most recent audited total assets, and its revenue represented 1.42% of the consolidated revenue for the year 2024 [4] - The net profit for Shaanxi Youbang in 2024 was -52.51 million yuan, which impacted the company's most recent audited net profit by -26.78 million yuan, accounting for 29.88% of the company's net profit [4] - The suspension is expected to help the company avoid further losses and reduce operational costs, aligning with the company's strategic development direction [3][4]

Summary of Key Points Core Viewpoint - The company plans to apply for a merger loan of RMB 150 million to acquire a 39.2308% stake in Shanghai Wutongshu High-tech Co., Ltd. from Shanghai Wutongshu Technology Development Co., Ltd. [1][2] Loan Details - The merger loan will have a term of 8 years and will be secured by the 39.2308% equity stake in the target company as collateral [2][4] - The loan will be guaranteed by the company's controlling shareholders and their spouses, as well as a related entity, without any fees or counter-guarantees required from the company [3][4] Target Company Information - The target company, Shanghai Wutongshu High-tech Co., Ltd., was established on December 4, 2023, and is located in the China (Shanghai) Pilot Free Trade Zone [3] - The company engages in various technology-related services, including software development, integrated circuit design, and artificial intelligence application software development [3] Impact on the Company - The acquisition will be financed through a combination of self-funding and the merger loan, with no significant financial risks anticipated for the company [4] - The board and supervisory committee have approved the loan application, confirming the company's good operational status and debt repayment capability [4]

Group 1 - The company has won a bid for the first batch of metering equipment framework tender project from Southern Power Grid Company, with a bid amount of RMB 51.0314 million [1] - The project represents approximately 9.30% of the company's audited operating revenue for the fiscal year 2024 [1] - The project is still in the candidate announcement stage and has not yet signed a formal contract with the tenderer, leading to uncertainties regarding its impact on the company's performance in 2025 [1][2] Group 2 - The major shareholders of the project counterpart include the State-owned Assets Supervision and Administration Commission holding 51.02%, Guangdong Hengjian Investment Holding Co., Ltd. holding 25.55%, China Life Insurance (Group) Company holding 21.30%, and Hainan Development Holdings Co., Ltd. holding 2.13% [1]

Transaction Overview - The company intends to acquire part of the fund shares from Li Wenlu at a price of 1.8919 yuan per fund share, totaling 17,027,100 yuan [1] - After the transaction, the company will hold 9,000,000 shares in the fund, representing approximately 9.78% of the total paid-in capital of the fund [1] - The investment will be classified as a financial asset measured at fair value, with changes recorded in the current profit and loss [1] Related Party Transactions - The transaction was approved with 5 votes in favor and 0 against, with related director Wu Changxia abstaining from the vote [2] - The transaction does not constitute a major asset restructuring and does not require approval from relevant authorities [2] Fund and Financial Data - The fund, 嘉兴翎贲云桦股权投资合伙企业, has total assets of 96,979,256.38 yuan as of June 30, 2025, with no liabilities reported [11] - The fund's net profit for the first half of 2025 was -63,670.49 yuan, indicating a loss [11] - The fund specializes in investing in 麒麟软件, which has shown strong growth and has successfully completed multiple rounds of financing [14] Purpose and Impact of the Transaction - The acquisition aims to enhance the company's profitability and is based on market pricing, ensuring fairness in the transaction [14] - The funding for the transaction will come from the company's own or self-raised funds, and it is not expected to adversely affect the company's financial or operational status [14]

Core Points - The article outlines the share repurchase management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to regulate share buybacks and protect investors' rights [2][3][4] Group 1: General Principles - The company establishes this system based on various laws and regulations, including the Company Law and Securities Law, to standardize share repurchase behavior [2] - The company may repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, or maintaining company value and shareholder rights [2][3] - The board of directors must consider the company's financial status and ensure that repurchase plans align with actual financial conditions [3][4] Group 2: Implementation Regulations - The company must ensure that share repurchases comply with legal requirements and do not harm the rights of shareholders and creditors [3][4] - The repurchase can be conducted through methods such as centralized bidding or tender offers, and the company must disclose the repurchase plan and its purpose [5][10] - The repurchase period is limited to a maximum of twelve months for certain conditions and three months for others [6][12] Group 3: Funding and Pricing - The funds for repurchase must be legally sourced, including self-owned funds, funds raised from issuing preferred shares or bonds, and other legitimate sources [14][15] - The company must set a reasonable price range for the repurchase, ensuring that the upper limit does not exceed 150% of the average trading price over the previous 30 trading days [16][17] Group 4: Disclosure and Reporting - The company is required to disclose the progress of share repurchases regularly, including the number of shares repurchased and the total amount spent [35][36] - Any changes to the repurchase plan must be disclosed promptly, along with the reasons for such changes [36][37] Group 5: Handling of Repurchased Shares - Repurchased shares must be handled according to the disclosed purposes, and if not transferred as planned, they must be canceled after a three-year holding period [46][47] - The company must report the results of the repurchase and any changes in shareholding structure after the completion of the repurchase [48][49]