山东阳谷华泰化工股份有限公司 山东阳谷华泰化工股份有限公司（以下简称"公司"）第六届董事会独立董 事专门会议第六次会议于2025年8月7日以通讯方式召开。本次会议由独立董事专 门会议召集人朱德胜先生召集主持，应到独立董事三人，实到独立董事三人，符 合《公司法》《上市公司独立董事管理办法》以及相关法律法规的有关规定。本 次会议讨论并通过如下议案： 一、审议通过《关于本次交易方案调整不构成重大调整的议案》 份及支付现金购买资产并募集配套资金暨关联交易方案的议案》等相关议案，公 司拟通过发行股份及支付现金的方式向交易对方海南聚芯科技合伙企业（有限合 伙）（以下简称"海南聚芯"）、王传华、武凤云、阳谷霖阳电子科技合伙企业 （有限合伙）（以下简称"阳谷霖阳"）、阳谷泽阳电子科技合伙企业（有限合 伙）（以下简称"阳谷泽阳"）、聊城惠鲁睿高股权投资合伙企业（有限合伙） （以下简称"惠鲁睿高"）、聊城昌润新旧动能转换基金合伙企业（有限合伙） （以下简称"聊城昌润"）、聊城睿高致远股权投资合伙企业（有限合伙）（以 （1）拟增加或减少的交易标的的交易作价、资产总额、资产净额及营业收 入占原标的资产相应指标总量的比例均不超过百分之 ...

Group 1 - The company held its ninth meeting of the sixth supervisory board on August 13, 2025, with all three supervisors present, complying with legal and regulatory requirements [1] - The supervisory board approved several proposals, including adjustments to a transaction plan involving the acquisition of 100% equity of Bomi Technology Co., Ltd. from multiple parties [2][4] - The transaction price was adjusted from 1,443.0425 million yuan to 1,437.9084 million yuan, and the equity stake to be acquired was reduced from 100% to 99.64% [2][3] Group 2 - The company proposed to adjust the transaction plan, which was deemed not to constitute a major adjustment under relevant regulations, as the changes in transaction parties and asset stakes did not exceed 20% of the original transaction value [2][4] - The supervisory board also approved the termination of an agreement related to the acquisition of assets from Meng Xianwei [5] - The board agreed to continue using temporarily idle raised funds and self-owned funds for cash management, aiming to enhance fund utilization efficiency without affecting ongoing projects or operations [6]

Group 1 - The company held its 12th meeting of the 6th Board of Directors on August 13, 2025, with all 7 directors present, including 3 independent directors [1] - The board approved several proposals, including adjustments to the asset acquisition plan and related party transactions [2][5] - The company plans to acquire 99.64% of the equity of Bomi Technology Co., Ltd. for a transaction price of 143.79 million yuan, down from 100% and 144.30 million yuan respectively [2][3] Group 2 - The board's decision to adjust the transaction does not constitute a major adjustment under relevant regulations, as the changes in transaction parties and asset percentages are within acceptable limits [2][4] - The company will also terminate the agreement with Meng Xianwei regarding the asset acquisition [5] - The board approved the use of idle funds for cash management, allowing up to 30 million yuan of temporarily idle raised funds and 60 million yuan of self-owned funds for safe and liquid investments [6][7]

Core Viewpoint - The company, Shandong Yanggu Huatai Chemical Co., Ltd., is adjusting its asset acquisition and fundraising plan, which involves changes in the transaction structure and the percentage of equity being acquired in the target company, Bomi Technology Co., Ltd. [1][2] Group 1: Transaction Adjustments - The company has revised its acquisition of Bomi Technology Co., Ltd. from 100% to 99.64% of the equity [1] - The transaction price has been adjusted from 144,304.25 million yuan to 143,790.84 million yuan [1] - The adjustments do not constitute a major change to the restructuring plan as per relevant regulations [2][3] Group 2: Decision-Making Process - The adjustments were approved during the 11th meeting of the 6th Board of Directors and the 8th meeting of the 6th Supervisory Board held on June 27, 2025, and further adjustments were approved in the 12th meeting on August 13, 2025 [1][3] - Prior to the board's review, an independent director meeting was held to assess the related proposals, which received approval [3] Group 3: Independent Financial Advisor's Opinion - The independent financial advisor, Zhongtai Securities Co., Ltd., confirmed that the adjustments do not constitute a major change to the restructuring plan according to the relevant regulations [3]

Core Viewpoint - Shandong Yanggu Huatai Chemical Co., Ltd. plans to issue shares and pay cash to acquire 99.64% of the equity of Bomi Technology Co., Ltd. and raise supporting funds through a related party transaction [1][6]. Summary by Sections Transaction Details - The transaction involves the purchase of assets from multiple parties, including Hainan Juxin, Wang Chuanhua, Wu Fengyun, and others [1]. - The company intends to raise funds from no more than 35 specific investors as per the regulations of the China Securities Regulatory Commission [1]. Financial and Legal Commitments - The company and its board members guarantee the accuracy and completeness of the restructuring report and its summary, assuming legal responsibility for any false statements or omissions [2][3]. - The controlling shareholders and actual controllers commit to not transferring their shares during the investigation period if any information provided is found to be misleading or false [2][5]. Regulatory Compliance - The restructuring report does not represent any substantive judgment or approval from the China Securities Regulatory Commission or the Shenzhen Stock Exchange [3]. - The effectiveness and implementation of the transaction are subject to the approval of regulatory authorities [3]. Adjustments to the Restructuring Plan - The company held board meetings to approve adjustments to the restructuring plan, including changes to the parties involved in the transaction [11][12]. - The performance commitment period for the transaction is set for four consecutive accounting years starting from the year of completion, with specific profit targets outlined for the years 2025 and 2026 [13][14].

Core Viewpoint - The company has approved the use of part of its idle raised funds and self-owned funds for cash management, aiming to enhance fund utilization efficiency and shareholder returns while ensuring that the investment projects are not affected [1][7]. Fundraising Overview - The company raised a total of RMB 650 million through the issuance of convertible bonds, with a net amount of RMB 644.15 million after deducting issuance costs [2][3]. - The funds are managed in a dedicated account with strict oversight from banks and sponsoring institutions [2]. Fund Usage Plan - The company plans to invest in a project with a total investment of RMB 730 million, specifically for the production of 65,000 tons of high-performance rubber additives [3]. - Due to the construction cycle of the investment project, some raised funds will be temporarily idle, prompting the need for cash management to improve fund efficiency [3]. Cash Management Details - The company intends to use up to RMB 300 million of idle raised funds and up to RMB 600 million of self-owned funds for cash management, with a validity period of 12 months from the board's approval [4][5]. - The funds can be used in a rolling manner within the approved limits, and the principal and returns will be returned to the dedicated account upon maturity [4]. Investment Types - The company will invest in low-risk, high-liquidity financial products such as structured deposits and large certificates of deposit, with a maximum investment period of 12 months [4][5]. Decision-Making and Oversight - The board has authorized the management to make investment decisions within the approved limits and to sign relevant contracts [5][6]. - The supervisory board has agreed that the cash management will not affect the normal operations or project progress, ensuring the safety of funds [6][7]. Compliance and Verification - The sponsoring institution has confirmed that the cash management plan complies with relevant regulations and does not alter the intended use of raised funds [7][8].

Core Viewpoint - The legal opinion letter issued by Guantao Law Firm regarding Shandong Yanggu Huatai Chemical Co., Ltd.'s issuance of shares and cash payment for asset acquisition and related transactions has been updated due to the removal of a transaction party, Meng Xianwei, from the restructuring plan [2][4][5]. Group 1: Transaction Adjustments - The restructuring plan was adjusted to exclude Meng Xianwei and his share of the target assets, resulting in Yanggu Huatai acquiring 99.64% of the equity of Bomi Technology Co., Ltd. instead of 100% [4][5]. - The transaction price was adjusted from 1,443.0425 million yuan to 1,437.9084 million yuan, reflecting a minor reduction in the overall transaction value [4][5]. - The adjustment does not constitute a major change to the restructuring plan, as the reduction in the transaction parties and assets does not exceed 20% of the original asset metrics [4][5]. Group 2: Subject Qualifications - Yanggu Huatai is the acquirer of the target assets and the issuer of new shares, and it is a publicly listed company on the Shenzhen Stock Exchange [5][10]. - The remaining transaction parties include Hainan Juxin Technology Partnership, Wang Chuanhua, Wu Fengyun, and others, with no changes to their qualifications apart from the exclusion of Meng Xianwei [5][10]. Group 3: Major Agreements - The parties involved have signed a conditional asset purchase agreement, which outlines the transaction terms, asset pricing principles, payment methods, and other essential conditions [6][10]. - The termination agreement for the asset purchase agreement involving Meng Xianwei has been executed, confirming his exclusion from the transaction [6][10]. Group 4: Approvals and Authorizations - The transaction has received necessary approvals from the board of directors and relevant parties, with independent directors expressing agreement with the transaction [10][11]. - The transaction still requires approval from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission before implementation [10][11]. Group 5: Disclosure of Information - Yanggu Huatai has fulfilled its disclosure obligations during the transaction process, including announcements related to the asset purchase and fundraising plans [12][13]. - The company has confirmed that there are no discrepancies in previously disclosed information and has complied with fair disclosure regulations [12][13]. Group 6: Legal Compliance - The transaction complies with relevant laws and regulations, including the Company Law, Securities Law, and restructuring management regulations [16][17]. - The involved parties have the necessary legal capacity and have signed relevant agreements, ensuring that the transaction can proceed without legal obstacles once all approvals are obtained [16][17].

Core Viewpoint - The adjustment of the transaction plan by Shandong Yanggu Huatai Chemical Co., Ltd. does not constitute a significant change according to relevant regulations and guidelines [1][2][3] Group 1: Transaction Adjustment Details - The company held multiple board meetings to review and approve the adjusted transaction plan, with the latest meeting on August 13, 2025 [1] - The specific adjustments include a reduction in the stake of the target asset from 100% to 99.64% and a slight decrease in the transaction price from 1,443.0425 million yuan to 1,437.9084 million yuan [1] Group 2: Regulatory Compliance - The adjustments made to the transaction plan are deemed not to constitute a significant change as they meet the criteria outlined in the "Major Asset Restructuring Management Measures" [2] - The reduction of one trading party and the corresponding asset share does not exceed 20% of the original transaction price, total assets, net assets, and operating income, thus qualifying for the exemption from being classified as a significant adjustment [2] Group 3: Independent Financial Advisor's Opinion - The independent financial advisor has confirmed that the adjustments to the transaction plan do not constitute a significant change based on the relevant regulations [3]

Summary of Key Points Core Viewpoint - The company intends to utilize temporarily idle raised funds for cash management to enhance fund efficiency while ensuring that the investment projects are not affected [1][2][7]. Group 1: Fundraising and Management - The total amount raised through the issuance of convertible bonds is RMB 650 million, with a net amount of RMB 644.15 million after deducting issuance costs [1][2]. - The company plans to use up to RMB 300 million of the temporarily idle funds for cash management, with a validity period of 12 months from the board's approval [2][4]. Group 2: Investment Strategy - The company will invest in low-risk, high-liquidity financial products issued by banks and securities firms, with investment periods not exceeding 12 months [3][4]. - The cash management strategy aims to ensure the preservation and appreciation of funds while safeguarding the interests of the company and its shareholders [2][4]. Group 3: Approval and Oversight - The board and supervisory committee have approved the use of idle funds for cash management, confirming that it will not impact the ongoing investment projects or the company's normal operations [6][7]. - The company will adhere to regulatory requirements for fund management and will disclose relevant information as per the Shenzhen Stock Exchange regulations [4][6].

Core Viewpoint - Yanggu Huatai (300121.SZ) has approved a proposal to utilize part of its idle raised funds and self-owned funds for cash management, with a total limit of up to RMB 90 million [1] Group 1: Financial Management - The company will use no more than RMB 30 million of temporarily idle raised funds and no more than RMB 60 million of self-owned funds for cash management [1] - The cash management period is set for 12 months from the date of the board's approval [1] - Within the approved limits, the funds can be used in a rolling manner, and the management is authorized to make relevant decisions and sign contracts [1]