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： ? 公司控股股东红豆集团有限公司（以下简称"红豆集团"）持有本公司股 份 1,352,708,418 股，占公司总股本的 59.03%；本次 140,000,000 股被司法标记， 占其所持有公司股份总数的 10.35%，占公司总股本的 6.11%。 ? 红豆集团及其一致行动人周海江、无锡红闳服饰有限公司合计持有本公 司股份 1,437,291,609 股，占公司总股本的 62.73%；其中累计司法冻结 3,408,909 股，司法标记 391,730,000 股，合计占持有公司股份总数的 27.49%，占公司总股 本的 17.24%；累计轮候冻结 194,345,418 股，占持有公司股份总数的 14.37%， 占公司总股本的 8.48%。 股票代码：600400 股票简称：红豆股份 编号：临 2025-047 江苏红豆实业股份有限公司 关于控股股东部分股份被司法标记的公告 | | | | | 标记股 | | | | | | | --- | --- | --- ...

Core Points - The articles outline the regulations and governance structure of Hangzhou Advance Gearbox Group Co., Ltd. [3][4] - The company aims to protect the rights of shareholders, employees, and creditors while adhering to relevant laws and regulations [3][4] - The company was established as a joint-stock company and is registered with a capital of RMB 407.975 million [4][5] Chapter Summaries Chapter 1: General Provisions - The company is established according to the Company Law and other relevant regulations [3] - The company was approved to issue shares to the public in 2010, with a total of 101 million shares issued [4] Chapter 2: Business Objectives and Scope - The company's business objectives include producing quality products, contributing to society, caring for employees, and rewarding shareholders [6] - The business scope includes manufacturing gearboxes, transmission devices, and related components, as well as providing technical services [6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [7] - The total number of shares issued is 407.975 million, all of which are ordinary shares [7][8] Chapter 4: Shareholders and Shareholder Meetings - Shareholders have rights to dividends, voting, and supervision of company operations [12][13] - The company must hold annual and extraordinary shareholder meetings, with specific procedures for proposals and notifications [23][24] Chapter 5: Board of Directors - The board of directors is responsible for the company's management and decision-making [5][6] - Independent directors and specialized committees are established to enhance governance [5][6] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, and other key positions [5] Chapter 8: Financial Accounting System, Profit Distribution, and Audit - The company must adhere to a financial accounting system and conduct internal audits [8] Chapter 10: Mergers, Divisions, Capital Increases, Reductions, Dissolution, and Liquidation - The company can increase or reduce capital based on shareholder resolutions and legal requirements [8] Chapter 11: Amendment of Articles - The articles can be amended following the procedures outlined in the document [8] Chapter 12: Supplementary Provisions - The articles serve as a binding document for the company, shareholders, directors, and senior management [5][6]

Core Viewpoint - The legal opinion letter from Shanghai Jintiancheng (Shenzhen) Law Firm addresses the adjustment of the grant price for the 2024 restricted stock incentive plan of Xiamen TeBao Biological Engineering Co., Ltd. and the granting of reserved restricted stocks to the incentive objects of the plan [1][2][3] Group 1: Adjustment of Grant Price - The grant price for the 2024 restricted stock incentive plan has been adjusted to 39.18 yuan per share from the previous price of 39.80 yuan per share due to a cash dividend distribution of 0.62 yuan per share [8][9][11] - The adjustment was approved by the company's board of directors and is in compliance with the relevant regulations of the Management Measures for Equity Incentives of Listed Companies and the company's incentive plan [7][10] Group 2: Reserved Stock Granting - The company plans to grant 1.2 million shares of restricted stock to 372 eligible incentive objects on September 4, 2025, at the adjusted price of 39.18 yuan per share [11][12] - The granting conditions for the reserved stocks have been met, and the company has fulfilled the necessary approval and authorization processes [10][12] Group 3: Compliance and Disclosure - The company has complied with the necessary legal and regulatory requirements for the adjustment and granting of the incentive plan, ensuring that all actions are in line with the applicable laws and regulations [10][12] - The company is required to continue fulfilling its information disclosure obligations as the incentive plan progresses [12]

Core Viewpoint - The company has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing long-term development, retaining talent, and aligning employee interests with shareholder value creation [1][2]. Summary by Sections General Principles - The ESOP is designed to be voluntary, ensuring no forced participation among employees [2]. - Participants bear their own risks and have equal rights with other investors [2]. Objectives of the ESOP - The plan aims to focus on the company's long-term growth and value creation for shareholders [2]. - It seeks to retain key management and technical personnel, thereby enhancing employee cohesion and competitiveness [2]. Eligibility Criteria - Eligible participants include company directors (excluding independent directors), senior management, and key technical staff [3]. - Individuals with a history of misconduct or legal violations are excluded from participation [3][4]. Funding and Scale - The ESOP will be funded through participants' own resources, with no financial assistance from the company [3][4]. - The total number of shares available under the plan is capped at 34.56 million, with individual contributions starting at 1 yuan per share [4]. Stock Source and Lock-up Period - Shares will be sourced from the company's repurchased stock, with adjustments made for any corporate actions like stock splits or dividends [4][5]. - A lock-up period is established during which participants cannot trade their shares, particularly around significant financial disclosures [5][6]. Performance Assessment - The performance evaluation for the ESOP will occur over two years, with specific revenue and profit growth targets set for 2025 and 2026 [6][8]. - The first performance target requires a revenue increase of at least 3% and a net profit of no less than 140 million yuan in 2025 [6][8]. Management Structure - The ESOP will be managed by a committee authorized by the board of directors, ensuring the protection of participants' rights and the integrity of the plan [9][10]. - A meeting of all participants will be held to discuss and vote on significant decisions regarding the ESOP [10][11]. Rights and Obligations of Participants - Participants have the right to vote on matters related to the ESOP but must adhere to confidentiality and other obligations [17][18]. - Participants are responsible for their own investment risks and must comply with relevant laws and regulations [17][18]. Asset Composition and Rights Disposal - The assets of the ESOP are separate from the company's assets, and any income generated will belong to the ESOP [18][19]. - Upon termination or completion of the lock-up period, the distribution of assets will be managed according to the established guidelines [19][20]. Amendments and Termination - Any changes to the ESOP must be approved by a majority of participants and the board of directors [20][21]. - The plan can be terminated early if agreed upon by a majority of participants [20][21]. Implementation Procedures - The implementation of the ESOP will follow a structured process, including soliciting employee feedback and ensuring compliance with legal requirements [21][22].

上海荣正企业咨询服务（集团）股份有限公司 关于 厦门特宝生物工程股份有限公司 预留授予相关事项 之 证券简称：特宝生物 证券代码：688278 独立财务顾问报告 目 录 （二）本次实施的限制性股票激励计划与股东大会审议通过的限制性股票激 一、释义 生物工程股份有限公司 2024 年限制性股票激励计划（草案）》。 满足相应的归属条件后分次获得并登记的本公司 A 股普通股股票。 员、核心技术人员以及公司董事会认为需要激励的其他员工。 作废失效的期间 为。 足的获益条件。 必须为交易日。 息披露》 二、声明 本独立财务顾问对本报告特作如下声明： （一）本独立财务顾问报告所依据的文件、材料由特宝生物提供，本激励 计划所涉及的各方已向独立财务顾问保证：所提供的出具本独立财务顾问报告 所依据的所有文件和材料合法、真实、准确、完整、及时，不存在任何遗漏、 虚假或误导性陈述，并对其合法性、真实性、准确性、完整性、及时性负责。 本独立财务顾问不承担由此引起的任何风险责任。 （二）本独立财务顾问仅就本次限制性股票激励计划预留授予相关事项对 特宝生物股东是否公平、合理，对股东的权益和上市公司持续经营的影响发表 意见，不构成对公司的 ...

Core Viewpoint - The document outlines the issuance of a securities underwriting letter by CITIC Construction Investment Securities Co., Ltd. for the specific stock issuance of Xinjiang Beixin Road and Bridge Group Co., Ltd. in 2023, detailing the underwriting process and compliance with relevant regulations [1][2][3]. Group 1: Issuer Information - The issuer is Xinjiang Beixin Road and Bridge Group Co., Ltd., established on August 7, 2001, and listed on November 11, 2009, with a registered capital of 1,268,291,582 RMB [8][9]. - The main business activities include construction of public transportation infrastructure such as highways, bridges, tunnels, and municipal traffic engineering [22]. Group 2: Securities Issuance Details - The current issuance involves a specific stock offering to targeted investors, with the potential issuance quantity estimated at 30% of the total share capital prior to the issuance, amounting to approximately 380,487,474 shares [9]. - The shareholding structure before and after the issuance indicates a significant increase in the total shares from 1,268,291,582 to 1,648,779,056 shares post-issuance [9]. Group 3: Financial Performance - The company reported revenues of 1,165,806.87 million RMB in 2022, 848,655.44 million RMB in 2023, and 1,021,514.50 million RMB in the first half of 2024, with a net profit attributable to shareholders of 4,631.80 million RMB, 3,222.71 million RMB, and a loss of 42,290.85 million RMB respectively [22][23]. - The financial difficulties in 2024 were attributed to increased financial costs and credit impairment losses, primarily due to the operational phase of the Guangping Expressway [23]. Group 4: Underwriting and Compliance - CITIC Construction Investment Securities Co., Ltd. has conducted due diligence and internal review processes, confirming compliance with the Company Law and Securities Law, and has issued a positive underwriting opinion for the stock issuance [12][17]. - The underwriting team includes experienced representatives who have adhered to relevant regulations and maintained a good record in their underwriting practices [3][5].

Core Viewpoint - The company is responding to an inquiry regarding its asset acquisition and fundraising application, highlighting significant revenue growth and addressing specific questions about its financial performance and client relationships [1][2]. Financial Performance - The revenue of the target asset, Aizhuo Intelligent Technology (Shanghai) Co., Ltd., was reported at 216.33 million yuan and 364.62 million yuan for the respective periods, with growth attributed to increased orders from major clients [2][3]. - The revenue growth rates for the target asset were 9.93% and 68.95%, compared to industry averages of 7.93% and 15.98% [2][3]. - The net profit growth rates for the target asset were 190.90% and 65.42%, while the industry averages were 19.94% and 26.48% [2][3]. Client Relationships and Revenue Composition - The main revenue sources for the target company include film parts, which accounted for 84.99% of the main business revenue in 2024, and other business revenues were minimal [4][5]. - The company has established significant relationships with major automotive manufacturers, including FAW and Chery, which have contributed to its revenue growth [8][9]. Market Trends and Competitive Landscape - The automotive interior industry is experiencing a trend towards personalization and smart technology, driven by consumer demand for enhanced vehicle experiences [14][15]. - Domestic brands are gaining market share, leading to increased opportunities for local interior manufacturers [15][17]. - The industry is characterized by a multi-tiered supply chain, with increasing competition among suppliers, particularly in the context of rapid technological advancements and cost reduction demands from automakers [16][17]. Future Growth Potential - The company is well-positioned for future growth due to its established relationships with major automotive manufacturers and its ability to adapt to market trends [19]. - The automotive interior market is expected to continue expanding, providing a favorable environment for the company's growth [17][19].

Core Viewpoint - The financial advisor, Guotai Junan Securities, has issued a verification opinion on the detailed equity change report regarding the acquisition of 10.02% of Shouhua Gas Technology (Shanghai) Co., Ltd. by Shanghai Houde Miao Jing Business Consulting Co., Ltd. from Ganzhou Haide Investment Partnership [1][4][5] Summary by Sections Financial Advisor's Verification Opinion - The financial advisor conducted due diligence and found no false records, misleading statements, or significant omissions in the detailed equity change report [4][6] - The information disclosed by the information disclosure obligor and its concerted actors is deemed true, accurate, and complete, complying with relevant laws and regulations [4][5] Purpose of the Acquisition - The information disclosure obligor aims to gain control over Shouhua Gas due to its recognition of the company's value and growth prospects [4][5] Basic Information of the Information Disclosure Obligor - Shanghai Houde Miao Jing Business Consulting Co., Ltd. is a limited liability company established on July 22, 2022, with a registered capital of 1 million yuan [6][7] - The actual controller of the company is Liu Qingli, who holds 100% of the shares [6][7] Financial Strength for Acquisition - The acquisition involves a cash payment of 330.6744 million yuan for 27,216,000 shares, representing 10.02% of the total share capital of Shouhua Gas [3][17] - The funds for the acquisition will come from the self-owned or self-raised funds of Shanghai Houde and its actual controller [17][22] Management Capability - After the transaction, the information disclosure obligor and its concerted actors will become the controlling shareholders of Shouhua Gas, ensuring the company's independent operation and governance [18][26] - The financial advisor has provided necessary guidance on compliance with securities market regulations to the management of the information disclosure obligor [18][21] Future Plans - There are currently no plans for significant adjustments to the main business or major asset disposals within the next 12 months [23][24] - The information disclosure obligor and its concerted actors have committed to maintaining the stability of the company's operations during the transition period [22][23] Impact on Independence and Development - The acquisition is not expected to adversely affect the independence and sustainable development of Shouhua Gas, as the company has established a sound governance structure [26][28] - The information disclosure obligor has committed to maintaining the independence of the company in terms of personnel, assets, finance, and operations [26][28] Competition and Related Transactions - There is no significant competition between the information disclosure obligor's other businesses and Shouhua Gas, and measures will be taken to avoid potential conflicts [27][28] - No related transactions exist between the information disclosure obligor and Shouhua Gas, and commitments have been made to ensure fair market practices [27][28]

Core Viewpoint - The report outlines the independent financial advisory services provided by Dongfang Securities for the acquisition of assets by Fuxin Del Automotive Parts Co., Ltd. through share issuance and fundraising, emphasizing the transaction's compliance with relevant regulations and its potential benefits for the company and its shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves Fuxin Del issuing shares to acquire 70% of Aizhuo Technology's equity and a zero-price acquisition of the remaining 30% from Xing Baichang Partnership, along with raising funds from no more than 35 specific investors [6][10]. - The total amount of funds raised through the share issuance is capped at 82.7 million yuan, which will be used for various projects including the smart upgrade of automotive parts and payment of intermediary fees [9][10]. Group 2: Financial Impact - The acquisition is expected to enhance the company's revenue and profit, with projections indicating an increase in total assets and net profit post-transaction [11][14]. - The financial indicators before and after the transaction show a projected increase in total assets from 369,856.66 million yuan to 409,280.69 million yuan, and net profit is expected to rise significantly [14][18]. Group 3: Shareholder Structure - Post-transaction, Shanghai Der will hold 11.22% of the shares, while the controlling shareholder's stake will decrease from 22.44% to 19.92%, indicating no change in control [12][13]. - The transaction will not alter the actual control of the company, as the major shareholders have committed to not reducing their holdings during the transaction process [15][17]. Group 4: Compliance and Governance - The company has adhered to all necessary legal and regulatory requirements throughout the transaction process, ensuring transparency and fairness for all shareholders [16][17]. - Independent financial and legal advisors have been engaged to conduct due diligence and provide professional opinions on the transaction [17][20]. Group 5: Performance Commitments - Shanghai Der has made performance commitments for the acquired company, with specific profit targets set for the next three years, ensuring accountability and potential compensation for any shortfalls [21][22]. - The company has outlined measures to mitigate any dilution of immediate returns resulting from the transaction, including enhancing operational efficiency and optimizing profit distribution policies [19][20].

| 非经常性损益鉴证报告 | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 德皓核字[2025]00001516 | | | | | | | | | | | | | 号 | | | | | 京 皓 所 | 北 | 德 | 国 | 际 | 会 | 计 | 师 | 事 | 务 | (特 | 殊 | 普 | 通 合 伙 | | ) | | | Beijing Dehao International Public | | | | | | | | Certified | | | | Accountants | (Limited | | | Liability | | Partnership) | | | | | | | | | | | | | | | | | | 无锡鑫宏业线缆科技股份有限公司 | | | | | | | | | | | | | | | | | | 非经常性损益鉴证报告 | | ...