每经记者｜范芊芊 每经编辑｜文多 并购重组 达嘉维康：拟收购安徽达嘉维康60.85%股权 达嘉维康公告称，公司拟以自有资金或自筹资金收购安徽达嘉维康健康大药房有限公司（文中简称安徽 达嘉维康）60.85%的股权，交易价格为1.16亿元。交易完成后，安徽达嘉维康将成为公司控股子公司， 纳入公司合并报表范围。 冀中能源：拟6.69亿元收购京能锡林郭勒能源49%股权 冀中能源公告称，公司拟现金收购京能锡林郭勒能源有限公司（文中简称京能锡林郭勒能源）49%股 权，收购价格为6.69亿元。标的公司建设规模为2×660MW高效超超临界间接空冷机组，均于2023年投 产发电，目前已与国家电网有限公司华北分部签订购售电合同。 博敏电子：终止收购奔创电子股权计划 博敏电子公告称，公司与梅州市奔创电子有限公司（文中简称奔创电子）股东熊冬梅签署的股权收购框 架协议终止。双方未能就主要交易条款达成共识，无法签署正式的股权转让协议。终止收购不会对公司 正常生产经营及财务状况产生不利影响。 增减持 京北方：公司员工持股平台拟减持不超公司3%的股份 京北方公告称，公司实际控制人之一致行动人和道（天津）企业管理合伙企业（有限合伙）（以下简称 ...

证券代码：600530 证券简称：交大昂立 公告编号： 2025-041 上海交大昂立股份有限公司 关于收到中国证券监督管理委员会立案告知书的公告 本公司董事会及全体董事保证公告内容不存在虚假记载、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个别及连带责任。 二〇二五年七月十二日 上海交大昂立股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日收到中国证 券监督管理委员会（以下简称"中国证监会"）《立案告知书》（编号：证监立案字 0032025024 号）："因你单位涉嫌信息披露违法违规，根据《中华人民共和国证券法》《中 华人民共和国行政处罚法》等法律法规，2025 年 6 月 26 日，我会决定对你单位立案。" 公司将积极配合中国证监会的相关工作，并严格按照监管要求履行信息披露义务。 公司指定信息披露媒体为《中国证券报》《上海证券报》《证券日报》，公司发布的信息 以在上述指定信息披露媒体和上海证券交易所网站（www.sse.com.cn）刊登的公告为准， 敬请广大投资者关注公司相关公告，理性投资，注意投资风险。 特此公告。 上海交大昂立股份有限公司董事会 ...

Core Viewpoint - The current management of Jiaoda Onlly is pursuing accountability for former executives involved in a controversial insurance refund scheme, emphasizing the need for legal action and transparency [2][5][7]. Group 1: Allegations and Evidence - The Shanghai Securities Regulatory Bureau issued a warning letter indicating that Jiaoda Onlly had issues with the disclosure of executive compensation in the 2016 and 2018 annual reports [5]. - Former executives, including Yang Guoping, allegedly used company funds to purchase group insurance and subsequently refunded the premiums to their personal accounts, totaling approximately 3.79 million yuan in 2017 and 1.28 million yuan in 2018 [6][7]. - The current management has submitted new evidence, including reports from third-party firms, indicating that the actions of former executives may constitute embezzlement and violate legal regulations [7][8]. Group 2: Legal Actions and Financial Impact - Since March 2023, Jiaoda Onlly's current management has initiated multiple lawsuits against former executives, discovering that their actions resulted in a loss of approximately 21 million yuan in principal and interest [8][9]. - The company has reported difficulties in obtaining original documents related to the insurance transactions, which complicates the investigation [9]. - The management plans to apply for administrative review following the police's refusal to file a case based on the initial report [9]. Group 3: Corporate Governance and Shareholder Dynamics - The current management asserts that the pursuit of accountability from former executives is unrelated to the ongoing power struggle within the company, which began in 2022 [10][14]. - As of the first quarter of 2025, Shanghai Yunjian Industrial Development Co., Ltd. and its affiliates hold over 30% of Jiaoda Onlly's shares, while Dazhong Transportation holds 14.48% [15]. - The chairman of Jiaoda Onlly, Ji Min, emphasized that the accountability measures align with the interests of Dazhong Transportation as a shareholder [17].

Core Viewpoint - The current management of Jiaoda Onlly is committed to holding former executives accountable for their alleged misconduct involving insurance purchases and refunds, which have resulted in significant financial losses for the company [6][9][21]. Summary by Sections Background of the Case - The Shanghai Securities Regulatory Commission issued a warning letter indicating that Jiaoda Onlly had issues with the disclosure of executive compensation in its 2016 and 2018 annual reports [5]. - The current management revealed that former executives, including Yang Guoping, used company funds to purchase group insurance and subsequently refunded the premiums to their personal accounts [5][6]. Details of the Insurance Transactions - In October 2016, Jiaoda Onlly transferred 3.8 million yuan to Tianan Life for group insurance premiums, with the insured being former executives [8]. - In November 2017, Yang Guoping signed for a refund of 1.0936 million yuan, with a total of 3.7924 million yuan refunded to five former executives [8]. - In January 2018, the company paid a total of 12.84 million yuan for another group insurance policy, with refunds occurring in January 2019 totaling 1.584 million yuan to the same group of executives [8]. Legal and Compliance Issues - The management stated that these transactions were not disclosed publicly and lacked proper decision-making processes, including board resolutions and contract approvals [9]. - Legal opinions indicated that the actions of the former executives potentially violated laws regarding the misappropriation of company assets, constituting a crime of embezzlement [9][11]. Current Management Actions - Since March 2023, the current management has initiated legal actions against the former executives, discovering that their actions resulted in a loss of 21 million yuan in principal and interest [11]. - The management has reported the case to the police and submitted additional evidence, although they faced challenges in obtaining some information due to the covert nature of the transactions [13][14]. Shareholder Dynamics - The current management emphasized that their pursuit of accountability is aligned with the interests of their major shareholder, Dazhong Transportation, which holds a significant stake in Jiaoda Onlly [21]. - As of the first quarter of 2025, the major shareholders include Shanghai Yun Jian Industrial Development Co., which holds over 30% of the shares, while Dazhong Transportation holds 14.48% [19][21].

山东 舜 天 信 诚 会 计 师 事 务 所 (特 殊 普 通 合 伙 ) 关于上海交大昂立股份有限公司 2024 年度报告的信息披露监管工作函的回复 舜天信诚函报字(2025)第 003 号 上海证券交易所管理二部: 贵部于 2025 年 6 月 17 日出具的《关于上海交大昂立股份有限公司 2024 年度报告的 信息披露监管工作函》已收悉,山东舜天信诚会计师事务所(特殊普通合伙)(以下简称 "年审会计师"或"我们")作为上海交大昂立股份有限公司 2024年报审计的会计师, 就需要年审会计师发表意见的相关问题进行了认真核查与落实,现将核查情况和意见回 复如下: 一、关于小额贷款业务。年报显示,你公司下属子公司上海昂立久鼎典当有限公司 ( 以下简称典 当公司 ) 于 2024 年 2 月与联营企业上海徐汇昂立小额贷款股份有限公司 (以下简称小贷公司)签署债权转让协议,将 5,700 万元债权转给小贷公司,小贷公司 同意以 5,700万元受让。前期小贷公司已向典当公司支付 4,000万元,剩余未支付金额 为 1,700 万元。你公司本期转回贷款减值损失 3,925 万元。上述事项对归母净利润影响 较大,你公司未 ...

Core Viewpoint - The company, Jiaoda Onlly, is involved in a legal dispute regarding allegations of former executives engaging in illegal insurance policy cancellations and misappropriation of funds, leading to criminal and civil actions against them [1][3]. Group 1: Allegations and Legal Actions - Jiaoda Onlly reported that it discovered former executives' illegal insurance policy cancellations, prompting multiple lawsuits and a criminal report to the police [1][2]. - The company filed a criminal report on June 24, which was accepted by the police, but later received a notice of non-filing on July 10 [1][3]. - The company plans to appeal the police's decision and continue to submit evidence against the former executives [6]. Group 2: Financial Irregularities - The company identified irregularities in insurance purchases dating back to 2018, totaling 12.84 million yuan, with missing policy contracts [2][3]. - Five former executives allegedly received a total of 16.94 million yuan from insurance policy cancellations without proper board or shareholder approval, constituting "dark box operations" [3][6]. - The former executives claimed that the insurance purchases and cancellations were part of their compensation, which the company disputes as lacking legal basis [3]. Group 3: Corporate Governance Changes - In August 2022, the company underwent a change in control, with Shanghai Yunjian Industrial Development Co., Ltd. becoming the controlling shareholder [4]. - Following the change, the new controlling party conducted a review of past financial statements, leading to allegations of financial misstatements and non-compliance [4][5]. - The current management denies any threat to control from the previous major shareholder, Dazhong Transportation [5]. Group 4: Shareholding Structure - The current major shareholders include Shanghai Yunjian Industrial and several other entities, with the actual controller holding a 30.062% stake, while Dazhong Transportation holds 19.89% [6]. - Legal opinions indicate that executive compensation must be approved by the board and shareholders, which was not adhered to in the case of the disputed insurance transactions [6].

Core Viewpoint - The company, Jiao Da Ang Li, is involved in a legal case against five former executives for allegedly harming the company's interests through illegal insurance purchases and tax evasion practices [2][10]. Group 1: Case Details - The company discovered irregularities in insurance payments totaling 12.84 million yuan (approximately 1.28 billion) made in 2018, which lacked the required insurance contracts [2]. - The former executives, including Yang Guoping and others, are accused of purchasing large insurance policies and subsequently cashing out through refunds to their personal accounts [4][10]. - The company reported that similar practices occurred in 2016, with insurance payments amounting to 3.8 million yuan (approximately 0.38 billion) [2]. Group 2: Legal Proceedings - The company filed a criminal report with the Shanghai police, which was not accepted for further investigation, prompting the company to seek administrative review [3]. - Legal opinions suggest that the actions of the former executives may constitute embezzlement and violate company laws, as the insurance purchases were not approved by the board or shareholders [10][11]. Group 3: Financial Transactions - The first insurance contract was established in October 2016 with a total premium of 3.8 million yuan (approximately 0.38 billion), and the executives received refunds totaling 3.79 million yuan (approximately 0.38 billion) after cancellation [5][7]. - In 2018, the company made additional insurance payments exceeding 10 million yuan (approximately 1 billion) to another insurance provider, with subsequent refunds being funneled back to the executives [8][9]. Group 4: Governance and Compliance Issues - The company failed to disclose these significant transactions in its annual reports, which is a violation of disclosure regulations for publicly listed companies [11]. - The case highlights potential governance failures within the company, as the former executives allegedly exploited their positions to benefit personally without proper oversight [12].

Core Viewpoint - The company is facing legal issues related to former executives who allegedly misappropriated company funds for personal insurance policies, leading to significant financial implications and potential criminal charges against those involved [2][5][12]. Group 1: Legal Issues and Developments - The company reported that the police decided not to file a case against the former executives involved in the alleged misconduct, prompting the company to apply for administrative review [2]. - The company has submitted new evidence, including a legal opinion from a law firm, indicating that the actions of the former executives may constitute embezzlement and violate laws regarding the misappropriation of company assets [2][12]. - The company filed a criminal report with the police on June 24, 2023, against five former executives for damaging company interests, which was accepted by the authorities [2][5]. Group 2: Background of the Company - Founded in December 1997, the company is a well-known player in China's health food industry and went public in 2021, focusing on health products and elderly care services [4]. - The company has undergone multiple changes in its controlling shareholders, with the latest change occurring in August 2022, when the controlling shareholder shifted to Shanghai Yunjian Industrial Development Co., Ltd. [4]. Group 3: Details of the Alleged Misconduct - Between 2016 and 2019, the former executives purchased group insurance policies using company funds and subsequently received refunds to their personal accounts, totaling approximately 16.93 million yuan [6][8]. - The first insurance contract was initiated in October 2016, with a payment of 3.8 million yuan made to Tianan Life Insurance, covering six individuals, including the former chairman and other key executives [6][8]. - The company discovered that there were no formal approval processes or documentation supporting the insurance purchases, raising significant compliance concerns [7][12]. Group 4: Evidence and Findings - The company conducted an internal review following a request from the tax bureau, which led to the discovery of irregularities in the insurance payments made in 2018 [10][11]. - Independent third-party reports have indicated that the actions of the former executives violated company regulations and relevant laws, further supporting the company's claims against them [11][12].

Core Viewpoint - The management of Jiaoda Onlly (交大昂立) has accused five former executives of illegal insurance purchases and refunds, leading to significant financial implications for the company [1][2]. Group 1: Allegations Against Former Executives - The company purchased a total of 3.8 million yuan (approximately 0.54 million USD) in group annuity insurance from Tianan Life in October 2016 and paid 12.84 million yuan (approximately 1.8 million USD) in insurance premiums to Pacific Life from January to June 2018, with the insured being the five former executives [2]. - The five former executives refunded a total of 3.79 million yuan (approximately 0.53 million USD) from Tianan Life and 13.145 million yuan (approximately 1.83 million USD) from Pacific Life, totaling 16.937 million yuan (approximately 2.36 million USD) in refunds [2]. - The company’s assistant president stated that the approval process for these insurance payments lacked necessary documentation, suggesting potential illegalities in the refund process [2]. Group 2: Legal Actions and Financial Impact - In December 2024, the Shanghai Securities Regulatory Bureau issued a warning regarding the company’s inaccurate disclosure of executive compensation in its annual reports for 2016 and 2018 [3]. - The company filed a civil lawsuit against the five former executives for damages amounting to approximately 21.04 million yuan (approximately 2.9 million USD) but later withdrew the lawsuit before the court hearing [3]. - The chairman indicated that the actions of the former executives resulted in a loss of approximately 21 million yuan (approximately 2.9 million USD) to the company, leading to a criminal report filed with the local police [3][4]. Group 3: Business Operations and Client Relationships - The company disclosed that it had significant sales to Hefei Sanzi Yang, totaling 5.1575 million yuan (approximately 0.72 million USD) and 3.1611 million yuan (approximately 0.44 million USD) in the second and third quarters of 2024, respectively, making it the largest customer during that period [5]. - However, by the fourth quarter of 2024, Hefei Sanzi Yang was no longer listed among the top ten customers, and the CEO of Sanzi Yang resigned from the board of Jiaoda Onlly [5][6]. - The chairman mentioned that the company has identified better business opportunities, leading to the cessation of collaboration with Sanzi Yang [6].

Core Viewpoint - The company disclosed that five former executives, including Yang Guoping, engaged in illegal activities related to the purchase and cancellation of insurance policies, resulting in significant financial misconduct [2][3][4]. Group 1: Incident Discovery - The company discovered the misconduct during a self-inspection prompted by a notice from the tax bureau on November 23, 2022, regarding insurance fees and tax payments [2]. - A total of 12.84 million yuan (approximately 1.28 million) in insurance fees from 2018 was identified without corresponding insurance contracts, alongside an additional 3.8 million yuan (approximately 0.38 million) from 2016 [2]. Group 2: Misconduct Details - From 2016 to 2019, the five former executives used company funds to purchase insurance policies and subsequently withdrew 16.9372 million yuan (approximately 1.69 million) to their personal accounts through policy cancellations [3]. - The actions of the executives were characterized as "dark box operations," lacking necessary approvals from the board and shareholders, which is a violation of company regulations [3]. Group 3: Legal Actions - The company filed a criminal report with the local police in June 2023, seeking accountability for the actions of the five former executives [4]. - Following the report, the police did not initiate a case, prompting the company to apply for administrative review and submit additional evidence [4]. Group 4: Company Commitment - The company expressed its commitment to pursue accountability for the former executives' illegal actions to protect the rights of the company and its shareholders [5].