北京市中伦律师事务所 关于鲁信创业投资集团股份有限公司 2025 年第一次临时股东会的 法律意见书 二〇二五年六月 北京市中伦律师事务所 关于鲁信创业投资集团股份有限公司 2025 年第一次临时股东会的 法律意见书 致：鲁信创业投资集团股份有限公司 1. 经核查，本次会议的召集议案是由公司董事会于 2025 年 6 月 12 日召开 的第十一届董事会第三十四次会议表决通过的。 2. 公司于 2025 年 6 月 13 日在中国证监会指定网站上公告了《关于召开 2025 年第一次临时股东会的通知》。该通知列明了本次股东会的时间、地点、 会议方式、出席对象、会议登记方法等事项，并按《股东会规则》的要求对本 次股东会拟审议的议题事项进行了充分披露。 3. 公司通过上海证券交易所交易系统于 2025 年 6 月 30 日上午 9:15-9:25、 9:30-11:30；下午 13:00-15:00 向全体股东提供网络形式的投票平台，并通过上 海证券交易所互联网投票平台（http://vote.sseinfo.com）于 2025 年 6 月 30 日 9:15-15:00 的任意时间向全体股东提供网络形式的投票平台。 ...

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： 本次会议是否有否决议案：无 一、 会议召开和出席情况 证券代码：600783 证券简称：鲁信创投 公告编号：2025-21 鲁信创业投资集团股份有限公司 2025年第一次临时股东会决议公告 | 1、出席会议的股东和代理人人数 | 158 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 530,039,083 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 71.2074 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况 等。 本次会议采用现场记名投票与网络投票相结合的表决方式，由公司董事会召 集，公司董事长王旭冬先生主持。本次会议的召集、召开程序、表决方式及召集 (一) 股东会召开的时间：2025 年 6 月 30 日 (二) 股东会召开的地点：山东省济南市奥体西路 2788 号 A 塔 2720 会议室 (三) 出席会议的普通股股东和恢复表决权的优 ...

| 证券代码:600783 | | --- | | 债券代码:155271 | | 债券代码:163115 | | 债券代码:137784 | | 债券代码: 240884 | 证券代码：600783 股票简称：鲁信创投 编号：临 2025-22 债券代码：155271 债券简称：19 鲁创 01 债券代码：163115 债券简称：20 鲁创 01 债券代码：137784 债券简称：22 鲁创 K1 债券代码：240884 债券简称：24 鲁创 K1 鲁信创业投资集团股份有限公司 十二届一次董事会决议公告 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。 鲁信创业投资集团股份有限公司（以下简称"公司"或"鲁信创投"）第十二届 董事会第一次会议于2025年6月30日在公司会议室以现场方式召开，本次会议通知已于 2025年6月27日以书面方式发出。会议应出席董事9人，实际出席董事9人。会议符合《公 司法》和《公司章程》的有关规定。会议审议并通过了以下议案: 一、审议通过了《关于选举公司董事长的议案》 选举王旭冬先生为公司董事长，任期 ...

Group 1 - The core viewpoint of the news is that Lushin Venture Capital has been recognized for its "Patience Capital" initiative, which supports technology innovation and economic development in Shandong Province, highlighting its role as a leading venture capital institution in China [1][2] - Lushin Venture Capital has invested in over 300 companies, with more than 90% of its funding directed towards "hard technology" sectors, and over 50% of its projects are in the early and growth stages [1][3] - The company focuses on key strategic emerging industries such as new generation information technology, high-end equipment manufacturing, life sciences, new energy, new materials, aerospace, and green low-carbon technologies [1][2] Group 2 - Lushin Venture Capital has established numerous market-oriented funds in collaboration with various cities in Shandong, targeting emerging industries like semiconductors, new materials, and new energy [2][4] - The company emphasizes early-stage investments and supports "bottleneck" technology breakthroughs, creating a comprehensive incubation system for projects [3][5] - The establishment of the Shandong Province Lushin Industrial High-Quality Development Fund aims to accelerate investments in high-tech and high-growth projects within the province [5]

Core Viewpoint - The company intends to transfer its 10.0581% stake in Shandong Luxin Huijin Holdings Co., Ltd. for 203.0274 million yuan to Shandong Investment Co., Ltd. to focus on its main business and reduce related party transactions [3][5][7]. Group 1: Share Transfer Details - The transfer price for the 10.0581% stake in Luxin Huijin is set at 203.0274 million yuan, with the profits and losses from the assessment date to the transfer date to be enjoyed by Shandong Investment [3][6]. - The transaction has been approved by the company's board and requires shareholder approval, with related shareholders abstaining from voting [3][5]. - The company has conducted over 30 million yuan in related party transactions with the same related party in the past 12 months, exceeding 5% of the latest audited net assets [3][5]. Group 2: Financial Information of Related Parties - As of December 31, 2024, Shandong Investment had total assets of 7.42 billion yuan and net assets of 2.982 billion yuan, with an operating income of 323 million yuan and a net profit of 104 million yuan for the year [5][9]. - Luxin Huijin had total assets of 6.596 billion yuan and net assets of 2.183 billion yuan, with an operating income of 323 million yuan and a net profit of 135 million yuan for the same period [5][9]. Group 3: Impact of the Transaction - The completion of this transaction is expected to result in an investment gain of approximately 24.007 million yuan for the company, subject to confirmation by the annual audit [7][19]. - The transaction aligns with the company's long-term strategy to reduce non-performing assets and does not harm the interests of the company or minority investors [19]. Group 4: Related Party Transactions - The company’s wholly-owned subsidiary, Shandong High-tech Venture Capital Co., Ltd., plans to transfer its rights to the income and voting rights of its 9.79% stake in Shandong Longli Biological Technology Co., Ltd. to Shandong Financial Asset Management Co., Ltd. [8][19]. - The transfer price for the income rights is set at 4.3962 million yuan, with the voting rights being entrusted to the receiving party [19]. Group 5: Board Elections - The company is preparing for the election of a new board of directors as the current term is nearing completion, with nominations for non-independent and independent directors being proposed [21][25]. - The proposed candidates for the non-independent director positions include individuals with extensive experience in finance and management [21][25].

鲁信创业投资集团股份有限公司 2025 年第一次临时股东会 会议资料 二〇二五年六月三十日 - 1 - 会议议程 议案 2：《关于全资子公司转让所持山东龙力生物科技股份 有限公司股票收益权及表决权委托的关联交易议案》； 议案 3：《关于选举非独立董事的议案》； 3.05 刘鑫 - 2 - 会议时间：2025 年 6 月 30 日（星期一）下午 14:30 会议地点：山东省济南市奥体西路2788号A塔2720会议室 一、由主持人宣布股东会开始及到会代表资格审查结果； 二、由主持人作"关于推选投票清点人的提议" ； 三、会议审议的议案： 议案 1：《关于公司转让山东省鲁信惠金控股有限公司股权 暨关联交易的议案》； 鲁信创业投资集团股份有限公司 3.01 王旭冬 3.02 葛效宏 3.03 潘利泉 3.04 马广晖 3.06 侯振凯 议案 4：《关于选举独立董事的议案》。 4.01 胡元木 4.02 张志勇 4.03 刘洪渭 四、会议议案表决： 五、会议统计检票： 律师、两名股东代表进行点票、检票、统计现场表决结果； 六、股东发言和提问； 2025 年 6 月 30 日 - 3 - （1）股东及股东代理人填写表决票 ...

Group 1 - Company GuoDeWei plans to repurchase shares with a total investment of between 100 million to 150 million yuan, with a maximum repurchase price of 53 yuan per share, expecting to buy back between 1.89 million to 2.83 million shares, accounting for 0.78% to 1.17% of total share capital [1] - Company Shuangliang Energy has won a bid for the Gansu Energy Chemical Qinyang 2×660MW coal power project, with a total bid amount of 237 million yuan, representing 1.82% of the company's projected revenue for 2024 [1] - Company China Pacific Insurance reported a total premium income of 227.17 billion yuan from its two subsidiaries in the first five months, with a year-on-year growth of 10.2% for its life insurance subsidiary and 0.5% for its property insurance subsidiary [1][2] Group 2 - Company LuKang Pharmaceutical has received a drug registration certificate for injectable Cefoperazone Sodium, a third-generation cephalosporin with broad-spectrum antibacterial properties [3] - Company 吉祥航空 reported a 4.97% year-on-year increase in passenger turnover in May, with a seat occupancy rate of 86.14%, up 3.70% year-on-year [4][5] - Company DuRui Pharmaceutical's subsidiary has also received a drug registration certificate for injectable Cefoperazone Sodium [6] Group 3 - Company KeLan Software announced that part of the shares held by its controlling shareholder will be auctioned, involving 5.09 million shares, accounting for 1.07% of the total share capital [7] - Company HuaCan Optoelectronics received a government subsidy of 87.84 million yuan, which is expected to positively impact the company's pre-tax profit for 2025 [8] - Company JinZhi Technology has won a bid for projects from the State Grid and China Resources New Energy, with a total bid amount of 84.41 million yuan [9] Group 4 - Company Vision China completed a capital increase for its subsidiary, raising 100 million yuan to accelerate its layout in the AI field [11] - Company Youa Co. received a profit distribution of 96.03 million yuan from its investment in Changsha Bank [13] - Company WanBangde's subsidiary obtained a patent for a deuterated compound, enhancing the chemical stability and reducing toxicity [16] Group 5 - Company DongCheng Pharmaceutical completed the enrollment of all 488 participants in the Phase III clinical trial for Fluorine-18 PSMA peptide injection, aimed at prostate cancer diagnosis [17] - Company China Merchants Expressway announced that its first phase of medium-term notes for 2024 will pay interest on July 2, 2025, with a total issuance of 2.5 billion yuan and an interest rate of 2.35% [18] - Company JinPu Titanium's subsidiary has temporarily suspended production for maintenance due to falling product prices and high production costs [20] Group 6 - Company BeiLu Pharmaceutical received a marketing authorization for Iodinated Contrast Injection in Hungary, marking another approval in the EU [22] - Company LiXing Co. obtained an overseas investment certificate for its wholly-owned subsidiary in Singapore, with a total investment of 2.16 million yuan [24] - Company LangKun Technology won a garbage collection service project with a bid amount of 21.57 million yuan [26] Group 7 - Company KeRui International plans to transfer 55% of its subsidiary Tianjin ZhiRui's equity for 41.96 million yuan [28] - Company Nanjing JuLong intends to invest 130 million yuan to build a production project for special materials with an annual output of 40,000 tons [30] - Company NanShan Intelligent plans to use up to 50 million yuan of idle funds for cash management in safe and liquid financial products [32] Group 8 - Company GuangLian Aviation completed the business change registration for its subsidiary, involving the introduction of strategic investors [34] - Company XiaoFang Pharmaceutical signed a cooperation agreement to develop a new drug for hair loss treatment [36] - Company GuiZhou SanLi plans to sign a 150 million yuan technology transfer and development contract with Guangdong Pharmaceutical University [38] Group 9 - Company ST SiLong's subsidiary received a drug registration certificate for Famotidine injection, used for treating upper gastrointestinal bleeding [52] - Company ZhongKe Information's executive plans to reduce holdings of up to 180,000 shares, accounting for 0.06% of total share capital [53] - Company KeLun Pharmaceutical's injectable Cefoperazone Sodium/Chloride Sodium injection received drug registration approval [54] Group 10 - Company LuXin Investment plans to transfer 10.06% of its stake in LuXin HuiJin for 203 million yuan, aiming to focus on its main business [56] - Company Western Gold plans to acquire 100% of Xinjiang MeiSheng for 1.655 billion yuan [58] - Company JinTou City Development intends to swap assets worth 5.862 billion yuan, changing its main business to urban centralized heating [60]

Core Viewpoint - The company plans to transfer the income rights of 9.79% of shares in Longli Biological to Shandong Jinzi for 4.3962 million yuan, while also entrusting the corresponding voting rights to Shandong Jinzi, constituting a related party transaction [2][3][10]. Summary by Sections Related Party Transaction Overview - Shandong Gaoxin Investment intends to transfer the income rights of its 9.79% stake in Longli Biological to Shandong Jinzi, a subsidiary of its controlling shareholder, Shandong Lixin Investment Holding Group [2][3]. - The transaction requires approval from the company's shareholders' meeting, with related shareholders abstaining from voting [3][12]. Related Party Introduction - Lixin Group holds 69.57% of the company's A shares, while Shandong Jinzi is a subsidiary of Lixin Group [2][3]. - As of March 31, 2025, Shandong Jinzi reported total assets of 1139.44 billion yuan and net assets of 70.186 billion yuan [4]. Transaction Target Overview - The target asset is the income rights of 58,722,408 shares in Longli Biological, which has been suspended from trading since May 2022 [4][5]. - The shares are free from any encumbrances or legal disputes [4]. Financial Information of the Transaction Target - Longli Biological reported total assets of 478.272 million yuan and a net asset deficit of 583.18739 million yuan as of December 31, 2024 [5]. - The company has faced consecutive years of audit reports with disclaimers since 2017, affecting the valuation of its equity [5]. Pricing of the Transaction - The transfer price of 4.3962 million yuan was determined based on pre-suspension prices and the company's restructuring plan, considering asset risks and liquidity [5][6]. Agreement Details - The transaction involves signing a "Share Income Rights Transfer Agreement" and a "Voting Rights Entrustment Agreement" between Shandong Gaoxin Investment and Shandong Jinzi [6][10]. - The income rights transferred include all cash income and property rights derived from the shares [7][8]. Impact of the Transaction on the Company - The transaction is expected to help reduce the company's non-performing asset ratio and aligns with its long-term development strategy [10][11]. - After the transaction, the company anticipates an increase in investment income of approximately 15.7831 million yuan [11]. Approval Process for the Transaction - The board of directors has approved the transaction, which will be submitted for shareholder approval, with related parties abstaining from voting [12][13].

Core Viewpoint - The report evaluates the market value of the entire equity of Shandong Lixin Huijin Holdings Co., Ltd. as part of the share transfer process by Lixin Venture Capital Group Co., Ltd. The assessment is based on the financial status as of December 31, 2024, and indicates a significant increase in value compared to the net asset value [7][12][17]. Group 1: Assessment Overview - The assessment was commissioned by Lixin Venture Capital Group Co., Ltd. to evaluate the market value of the equity in Shandong Lixin Huijin Holdings Co., Ltd. as of December 31, 2024 [7][10]. - The assessed net assets of Shandong Lixin Huijin Holdings Co., Ltd. amounted to 1,422.17 million RMB, with a market value of 2,018.55 million RMB, resulting in an increase of 596.38 million RMB and a growth rate of 41.93% [8][12][17]. - The evaluation method used was the asset-based approach, focusing on the actual conditions of the assets and liabilities [8][26]. Group 2: Financial Data - As of December 31, 2024, the total assets of Shandong Lixin Huijin Holdings Co., Ltd. were reported at 2,679.54 million RMB, with total liabilities of 1,257.37 million RMB [12][14]. - The company achieved an operating income of 13.69 million RMB and a net profit of 60.21 million RMB for the year 2024 [12][14]. - The equity structure remained unchanged as of the assessment date, with Lixin Venture Capital Group holding a 10.05807% stake valued at 203.03 million RMB [8][12].

Core Viewpoint - The company held its 34th board meeting, where several key resolutions were passed regarding equity transfers and board elections, indicating ongoing strategic adjustments and governance changes within the organization [1][2][3]. Group 1: Equity Transfers - The company approved the transfer of a 10.0581% stake in Shandong Luxin Huijin Holdings Co., Ltd. to Shandong Investment Co., Ltd. for a price of 202.03 million yuan, with profits from the transfer period going to the buyer [1]. - A full subsidiary, Shandong High-tech Venture Capital Co., Ltd., will transfer the rights to the profits from its 9.79% stake in Longli Bio-Technology Co., Ltd. for 4.3962 million yuan, while also delegating voting rights to Shandong Financial Asset Management Co., Ltd. [2][3]. Group 2: Board Elections - The company is preparing for a board re-election as the current board's term is nearing its end, with nominations for both non-independent and independent directors being proposed [3][4]. - The nominated candidates for the 12th board include Wang Xudong, Ge Xiaohong, Pan Liquan, Ma Guanghui, Liu Xin, and Hou Zhenkai for non-independent positions, and Hu Yuanmu, Zhang Zhiyong, and Liu Hongwei for independent positions [4][5][6][7][8][9]. Group 3: Upcoming Shareholder Meeting - A temporary shareholder meeting is scheduled for June 30, 2025, to review the approved equity transfer proposals and the board election resolutions [5].