证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-63 兰州黄河企业股份有限公司 3.本次会议应出席董事 9 名，实际出席董事 9 名，其中谭岳鑫先生、 黄滔女士、李孔攀先生以通讯表决方式出席会议。 4.本次会议由董事长谭岳鑫先生主持，公司高级管理人员列席会议。 5.本次会议的召集、召开和表决程序符合《中华人民共和国公司法》 《公司章程》等的相关规定。 二、董事会会议审议情况 与会董事经认真审议，以投票表决的方式形成如下决议： 1.审议通过《关于购买股权的议案》 具体内容详见与本公告同日披露于《中国证券报》《证券时报》和 第十二届董事会第十四次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 一、董事会会议召开情况 1.兰州黄河企业股份有限公司（以下简称"公司"）第十二届董事会第 十四次会议通知于 2025 年 9 月 3 日以书面、电子通信等方式发出，本次 会议为紧急会议，召集人已对本次紧急会议作出说明，经全体董事一致同 意豁免会议通知期限要求，与会的各位董事已知悉所审议事项相关的必要 信息。 2.本次会议于 2025 年 ...

2. 本次被动形成财务资助事项已经公司第十二届董事会审计委员会 第十二次会议、第十二届董事会第十四次会议审议通过，并将提交公司股 东会审议。 3. 根据西安淳果及淳果贸易目前的运营状况及资金状况，本次提供 财务资助期限较短，整体风险可控，但如果西安淳果及淳果贸易经营情况 不如预期，可能导致本次被动形成财务资助出现无法收回的情形。 证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-65 兰州黄河企业股份有限公司 关于购买股权被动形成财务资助的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 重要内容提示： 1. 本次提供财务资助事项系兰州黄河企业股份有限公司（以下简称 "公司"）因购买吴忠市义旺果汁有限公司（以下简称"义旺果汁"） 50.6329%的股权（以下简称"标的股权"）而被动形成，公司购买标的股 权暨收购义旺果汁前，义旺果汁为其原股东西安淳果饮品有限公司（以下 简称"西安淳果"）及西安淳果贸易有限公司（以下简称"淳果贸易"， 系西安淳果合并报表范围内的全资子公司）提供财务资助金额 1,217.00 万元。 一、被动形成财务资助 ...

Group 1 - Hars has received approval from the China Securities Regulatory Commission for a stock issuance to specific targets [1] - Baolande's shareholders plan to reduce their holdings by up to 3% of the company's shares [1] - Zhichun Technology's controlling shareholder intends to reduce holdings by up to 2.35% of the company's shares [2] Group 2 - Yema Battery's actual controllers plan to reduce their holdings by up to 3% of the company's shares [3] - Fangda Carbon has paid a total of 51.93 million yuan in tax and late fees [3] - Robotech's subsidiary signed a contract worth approximately 946.5 million euros [4] Group 3 - Xinke Mobile's shareholders plan to reduce their holdings by up to 1% of the company's shares [5] - Tongcheng New Materials' shareholder plans to reduce holdings by up to 2.17% of the company's shares [6] - SF Holding has repurchased 1.185 million A-shares for a total amount of 49.78 million yuan [8] Group 4 - Changqing Technology plans to issue convertible bonds to raise no more than 800 million yuan [10] - Aishida's subsidiary signed a framework cooperation agreement for equipment procurement [11] - Dayu Water's subsidiary has become the first candidate for a major water supply project with a pre-bid amount of 161 million yuan [12] Group 5 - Wanlima signed a significant contract worth approximately 44.6 million yuan [13] - Tieliu Co. signed a framework agreement with a robotics research institute [14] - Gongda Keya won a project for smart heating renovation with an estimated investment of about 100 million yuan [15] Group 6 - Jiaxun Feihong signed an overseas project contract worth approximately 41.77 million yuan [16] - Xiangfenghua's shareholder plans to reduce holdings by up to 2% of the company's shares [17] - Bangjie Co.'s subsidiary has been applied for bankruptcy reorganization [18] Group 7 - *ST Lanhua plans to establish a joint venture company with a registered capital of 70 million yuan [19] - Zhongcheng Co. intends to purchase 100% equity of a clean energy company for 151 million yuan [19]

Group 1 - The company *ST Lanhua (000929.SZ) announced plans to establish a joint venture with Chongqing Chengbiao Agricultural Development Co., Ltd. and Yancheng Silk Road Anlu Equity Investment Partnership (Limited Partnership) [1] - The registered capital of the joint venture is set at 70 million yuan, with the company contributing 35.7 million yuan, holding a 51% stake [1] - The announcement indicates a strategic focus on expanding the beverage industry, particularly increasing investments and development in the juice sector [1] Group 2 - The newly established joint venture will be included in the company's consolidated financial statements, becoming a new subsidiary [1]

Group 1 - The company held its 13th meeting of the 12th Board of Directors on September 3, 2025, to discuss several key resolutions [2][4][5] - The board unanimously approved the establishment of a holding subsidiary, with a registered capital of 70 million yuan, where the company will contribute 35.7 million yuan for a 51% stake [6][64][65] - The board also approved changes to the company's business scope and amendments to the Articles of Association, which will be submitted for shareholder approval [9][58][60] Group 2 - The company plans to hold its 2025 Fourth Extraordinary General Meeting on September 25, 2025, to discuss the approved proposals from the board meeting [33][35][42] - The meeting will allow both on-site and online voting, with specific time frames for each voting method [36][37][38] - The company will provide a platform for shareholders to vote online, ensuring compliance with relevant regulations [36][41][48] Group 3 - The company aims to enhance its beverage business and overall competitiveness through the establishment of the new subsidiary, focusing on the juice sector [64][85] - The investment is expected to positively impact the company's long-term development and operational efficiency, funded by the company's own or raised funds [87][88] - The company will implement measures to manage risks associated with the new investment, including governance and internal control improvements [86][88]

Group 1 - The board of directors held an emergency meeting on September 2, 2025, where all members agreed to waive the notice period requirement [1] - The board approved the establishment of a holding subsidiary with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [1] - The board's decision to establish the subsidiary was previously reviewed and approved by the strategic committee [1] Group 2 - The board also approved changes to the business scope and amendments to the company's articles of association, with the same voting results of 9 in favor, 0 against, and 0 abstentions [2] - This amendment requires further approval from the shareholders' meeting [2] - The board made corresponding revisions to the rules of procedure for board meetings based on the amendments to the articles of association [2] Group 3 - The company revised the implementation rules for cumulative voting at the shareholders' meeting, changing its name accordingly, with unanimous approval [3] - The revisions to the independent director work system were also approved unanimously [3] - These amendments are subject to further review by the shareholders' meeting [3] Group 4 - The company established an investment management system, which was approved with a unanimous vote [4] - The board also announced the convening of the fourth temporary shareholders' meeting in 2025, with unanimous approval [4]

证券代码：000929 证券简称：*ST 兰黄 公告编号：2025（临）-62 兰州黄河企业股份有限公司 关于召开 2025 年第四次临时股东会的通知 公 司 将 通 过 深 交 所 交 易 系 统 和 互 联 网 投 票 系 统 （http://wltp.cninfo.com.cn）向公司股东提供网络形式的投票平台，股东 可以在网络投票时间内通过上述系统行使表决权。 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈 述或重大遗漏。 一、召开会议的基本情况 兰州黄河企业股份有限公司（以下简称"公司"）2025 年第四次临 时股东会（以下简称"本次股东会"）。 公司第十二届董事会第十三次会议于 2025 年 9 月 3 日召开，审议通 过了《关于召开 2025 年第四次临时股东会的议案》，本次股东会由公司 董事会召集。 本次股东会的召开符合法律法规、行政法规、部门规章、规范性文件 和《公司章程》等的规定。 （1）现场会议召开时间：2025 年 9 月 25 日（星期四）下午 2:30 开 始。 （2）网络投票时间：2025 年 9 月 25 日。 通过深圳证券交易所（以下简称"深 ...

Core Points - The document outlines the investment management system of Lanzhou Yellow River Enterprises Co., Ltd. to standardize investment behavior, reduce risks, and enhance returns while protecting the rights of the company, shareholders, and creditors [1][2] Investment Principles - The company’s investment must comply with national laws and regulations, align with national industrial policies, and adhere to the company's development strategy [5] - Investments should focus on economic benefits, optimize resource allocation, and maintain the rights of the company and shareholders [5] Investment Decision-Making Process - The decision-making bodies for investments include the shareholders' meeting, board of directors, and the president, each exercising their decision-making authority within their respective limits [6] - Major investment projects require expert evaluation and approval from the shareholders' meeting [6][7] Approval Criteria for External Investments - Investments that meet certain thresholds, such as involving assets over 50% of the company's audited total assets or net assets exceeding 50 million yuan, must be approved by the shareholders' meeting [8] - Investments involving assets over 10% of the company's audited total assets or net assets exceeding 1 million yuan require board approval [9] Implementation and Management of Investments - The investment management department is responsible for managing and supervising the entire investment process, including feasibility studies and project monitoring [12][17] - The president oversees the investment management department and reports on project progress to the board [19] Conditions for Investment Recovery and Transfer - The company can recover investments under specific conditions, such as project completion or bankruptcy of the invested company [22] - Investments can be transferred if they diverge from the company's operational direction or if the project is continuously unprofitable [23] Miscellaneous - The document specifies that the most recent audited financial data refers to the latest audit within the past 12 months [24] - The investment management system becomes effective upon approval by the board and is subject to modification as needed [26][27]

Core Viewpoint - The company, Lanzhou Huanghe Enterprise Co., Ltd., is planning to change its business scope and amend its articles of association to enhance operational standards and governance in response to market needs and regulatory requirements [1][2]. Business Scope Change - The previous business scope included beer and malt production, wholesale and retail, storage, construction materials, and agricultural technology development [1]. - The new business scope will include licensed projects such as alcoholic beverage production, food production and sales, and livestock breeding, along with general projects like grain planting and sales, catering management, and recycling services [1][2][3]. Articles of Association Amendments - The amendments to the articles of association are in accordance with the Company Law and relevant regulations, reflecting the new business scope [2][3]. - Specific changes include the addition of new licensed and general projects, while maintaining the overall governance structure [2][3]. Approval Process - The changes to the business scope and articles of association require approval from the shareholders' meeting before implementation [8]. - The board of directors will seek authorization from the shareholders to handle the necessary regulatory filings after approval [8].

Core Viewpoint - The company, Lanzhou Huanghe, plans to establish a holding subsidiary to enhance its strategic layout and competitiveness in the beverage industry, particularly in the juice sector [1][14]. Group 1: Investment Overview - The company intends to invest in a joint venture with Chongqing Chengbiao Agricultural Development Co., Ltd. and Yancheng Silk Road Anlui Equity Investment Partnership (Limited Partnership) with a registered capital of 70 million yuan [1][6]. - The company will contribute 35.7 million yuan, holding a 51% stake in the joint venture [1][7]. Group 2: Joint Venture Details - The joint venture will be named Lanzhou Huanghe (Chongqing) Beverage Co., Ltd. and will focus on the production and sales of beverages, including fruit and vegetable juices [6][7]. - The joint venture's registered capital will be 70 million yuan, with the company holding 51%, Chongqing Chengbiao 30%, and Yancheng Anlui 19% [7]. Group 3: Investment Partners - Chongqing Chengbiao Agricultural Development Co., Ltd. has a registered capital of 100 million yuan and is involved in food production and sales [2][3]. - Yancheng Silk Road Anlui Equity Investment Partnership was established on October 26, 2023, with a focus on private equity investment and asset management [4][5]. Group 4: Purpose and Impact of Investment - The investment aims to promote the company's beverage business development, improve its industrial layout, and enhance overall strength [14]. - The company expects the investment to have a positive impact on long-term development and operational efficiency, funded by its own or raised capital [14].