Group 1 - The company has confirmed its eligibility and conditions for issuing A-shares to specific targets in 2025, in accordance with relevant laws and regulations [1][2][3] - The plan for the issuance of A-shares to specific targets has been unanimously approved by the supervisory board, aligning with the company's long-term development and the interests of all shareholders [2][3] - The feasibility analysis report for the use of funds raised from the issuance has been reviewed and deemed sufficient, supporting the company's competitive capabilities and long-term plans [2][3][4] Group 2 - The company is not required to prepare a report on the use of previously raised funds, as there have been no fundraising activities in the last five accounting years [3] - The supervisory board has agreed on measures to mitigate the dilution of immediate returns from the issuance, ensuring that the interests of all shareholders, especially minority shareholders, are protected [4] - The issuance involves related party transactions, as the subscribing party will become the controlling shareholder, but it complies with principles of fairness and transparency [4] Group 3 - The company has signed a conditional share subscription agreement with a specific partner, which has been approved for submission to the shareholders' meeting [4][5] - The shareholder return plan for the next three years (2025-2027) has been reviewed and aligns with sustainable development and shareholder return principles [5] - A special account for managing the funds raised from the issuance will be established, ensuring efficient use and management of the funds [5][6] Group 4 - The supervisory board has recommended that the shareholders' meeting authorize the board to handle all matters related to the issuance of A-shares, facilitating a swift process [5][6]

Core Viewpoint - The company has approved a plan to issue A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2][4]. Group 1: Supervisory Board Meeting - The supervisory board meeting was held with all three members present, and no objections were raised against the proposals [1]. - The board confirmed that the company meets the qualifications for issuing shares to specific investors [1][2]. Group 2: Issuance Details - The shares will be ordinary A-shares with a par value of RMB 1.00 each, and the issuance price is set at RMB 8.70 per share [2]. - The maximum number of shares to be issued is 42,040,200, which does not exceed 30% of the total shares before the issuance [3][4]. - The total amount to be raised from this issuance will not exceed RMB 365.75 million, which will be used for working capital and debt repayment [4]. Group 3: Lock-up Period and Transfer Restrictions - Shares acquired by the specific investor, Xiamen Jianxi, will be subject to an 18-month lock-up period post-issuance [4][5]. - Any changes in the number of shares due to stock dividends or capital increases will also affect the issuance quantity [3][4]. Group 4: Financial Impact and Measures - The issuance may dilute the earnings per share, and the company has committed to measures to mitigate the impact on immediate returns for existing shareholders [8]. - The company will establish a special account for the management and use of the raised funds [11]. Group 5: Related Party Transactions - The issuance constitutes a related party transaction as Xiamen Jianxi is considered a related party due to its shareholding [9]. Group 6: Future Plans - The company has outlined a three-year shareholder return plan for 2025-2027 to enhance profit distribution transparency [10].

Core Viewpoint - The legal opinion issued by Tahota Law Firm confirms the legality and validity of the convening, holding, and voting procedures of the 2025 Second Extraordinary General Meeting of Zhongda An Co., Ltd. [1][4][7] Group 1: Meeting Convening and Procedures - The extraordinary general meeting was convened by the company's board of directors, with a notice published on a designated website detailing the meeting's logistics, including time, location, and voting procedures [2][3] - The meeting was held on June 25, 2025, at 15:30 in Guangzhou, and the notice was issued at least 15 days in advance, complying with relevant laws and regulations [3][4] Group 2: Attendance and Voting - A total of 87 shareholders or their proxies attended the meeting, representing 36,806,366 shares, which is 26.2651% of the company's total issued shares [6] - The voting process included both on-site and online voting, with 75 shareholders participating in online voting, representing 853,780 shares, or 0.6093% of the total shares [6][7] Group 3: Voting Results - The voting results showed that 36,758,266 shares were in favor of the proposals, accounting for 99.8693% of the votes cast, while 39,100 shares were against, and 9,000 shares were abstained [7][8] - Among minority investors, 805,680 shares voted in favor, representing 94.3662% of their voting rights [8] Group 4: Conclusion - The legal opinion concludes that all procedures related to the extraordinary general meeting were in compliance with the Company Law, Securities Law, and the company's articles of association, affirming the legality and validity of the meeting and its resolutions [5][9]

证券代码：300635 证券简称：中达安 公告编号：2025-032 （一）会议召开情况 现场会议时间：2025 年 6 月 25 日（星期三）15:30 网络投票时间：2025 年 6 月 25 日 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。 其中：通过深圳证券交易所交易系统进行网络投票的时间为 2025 年 6 月 25 日上午 9:15-9:25、9:30-11:30，下午 13:00-15:00；通过证券交易所互联网系 统投票的具体时间为 2025 年 6 月 25 日上午 9:15 至下午 15:00 期间的任意时间。 楼一号会议室 会议召开符合本次股东大会的召开符合有关法律、行政法规、部门规章、规 范性文件和公司章程的规定。 特别提示： 中达安股份有限公司 一、会议召开和出席情况 二、议案审议表决情况 本次股东大会采用现场投票与网络投票相结合的方式表决。经与会股东及股 东代表审议讨论，表决结果如下： 总表决情况：同意 36,758,266 股，占出席本次股东会有效表决权股份总数 的 99.8693%；反对 39,100 股，占出席本次股东会有效 ...

Core Viewpoint - The announcement discusses the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to mitigate this impact and commitments from relevant parties [1][5][11]. Financial Impact - The issuance will increase the total share capital from 14,013.40 million shares to 18,217.42 million shares [2]. - Under three scenarios for 2025 net profit, the diluted earnings per share (EPS) will be affected as follows: - Scenario 1 (net profit unchanged): Basic EPS will decrease from -0.36 to -0.34 [2][4]. - Scenario 2 (net profit decreases by 10%): Basic EPS will decrease from -0.36 to -0.38 [3][4]. - Scenario 3 (net profit increases by 10%): Basic EPS will improve from -0.36 to -0.30 [4]. Necessity and Feasibility of Issuance - The issuance aims to support business expansion and technological integration, enhancing the company's overall strength and market share [6][7]. - The funds raised will alleviate working capital pressure and improve the company's financial structure, reducing the debt ratio from 71.05% [6][7]. Measures to Mitigate Dilution Risk - The company will implement a robust fund management system to ensure effective use of raised capital, adhering to legal regulations [8][9]. - The governance structure will be strengthened to enhance internal controls and operational efficiency [9]. - A profit distribution policy will be established to ensure reasonable returns for shareholders, particularly small investors [9]. Commitments from Relevant Parties - The controlling shareholder and actual controller have committed to not interfering with the company's management and to fulfill the measures to mitigate dilution [11][12]. - The board of directors and senior management have also made commitments to protect the company's interests and ensure compliance with regulations [11][12].

Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027, focusing on sustainable development and investor protection [1][2]. Group 1: Factors Considered in the Plan - The company aims for long-term sustainable development, considering its actual situation, strategic planning, and industry trends [1]. - The plan is designed to ensure continuity and stability in profit distribution policies, adhering to relevant laws and regulations [1]. Group 2: Profit Distribution Principles - The company will implement a continuous and stable profit distribution policy, prioritizing cash dividends while retaining necessary undistributed profits for operational needs [2]. - Profit distribution will be conducted primarily in cash, with the possibility of stock dividends based on the company's operational performance and cash flow [2]. Group 3: Profit Distribution Conditions and Ratios - The company plans to distribute profits at least once a year, with cash dividends not less than 10% of the distributable profits, subject to board approval [2][3]. - Specific cash dividend ratios will vary based on the company's development stage and any significant capital expenditure plans [3][4]. Group 4: Decision-Making Mechanism - The board will prepare the profit distribution proposal during the annual report preparation, considering operational status and future funding needs [5][6]. - The proposal requires approval from a majority of the board and independent directors, with the supervisory board also providing opinions [5][6]. Group 5: Adjustment Mechanism - The profit distribution policy can be adjusted in response to significant changes in the external environment or the company's operational status, following regulatory requirements [6][7]. - The board will review and potentially revise the shareholder return plan every three years, ensuring compliance with established procedures [7].

Group 1 - The company, Zhongda An, has announced a potential change in its actual controller due to a stock issuance plan by its controlling shareholder, Jinan Licheng Holding Group [1][2] - The company signed a share subscription agreement with Xiamen Jianxi Xingcheng Technology Partnership, planning to issue up to 42,040,200 shares, which will not exceed 30% of the total share capital before the issuance [1][2] - Following the issuance, Xiamen Jianxi will hold 23.08% of the company's shares, while the controlling stake of Jinan Licheng will decrease to 14.72% [2] Group 2 - The company's stock will resume trading on June 26, 2025, after being suspended due to the ongoing negotiations regarding the stock issuance [1][2] - The change in control will result in the actual controller shifting from the Jinan Licheng Holding Group to Wang Li [2]

Core Viewpoint - The company, Zhongda An Co., Ltd., has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in control of the company as Xiamen Jianxi will become the controlling shareholder after the issuance of shares [1][2]. Summary by Sections 1. Overview of Related Transactions - Zhongda An plans to issue up to 42,040,200 shares to Xiamen Jianxi for a total cash subscription amount not exceeding 365.75 million yuan, which is less than 30% of the company's total share capital before the issuance [1][2]. 2. Change in Control - Following the issuance, Xiamen Jianxi will become the controlling shareholder, and Wang Li will be the actual controller of the company [2]. 3. Related Party Information - Xiamen Jianxi was established on May 10, 2024, with a registered capital of 151 million yuan. As of December 31, 2024, it reported total assets of 0.05 million yuan and a net asset of -0.30 million yuan [3][4]. 4. Issuance Details - The issuance price is set at 8.70 yuan per share, which is not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [4][5]. 5. Purpose and Impact of the Transaction - The funds raised will be used to supplement working capital and repay debts, which will alleviate operational pressure and enhance the company's financial strength. The company aims to optimize its capital structure and reduce its debt level, which was 71.05% as of March 31, 2025 [14][15]. 6. Approval Process - The transaction requires approval from the higher authorities, including the shareholders' meeting, regulatory bodies, and the Shenzhen Stock Exchange, before it can be implemented [2][16]. 7. Related Transactions in the Current Year - There have been no other related transactions between Zhongda An and Xiamen Jianxi since the beginning of the year until the date of this announcement [15]. 8. Review Procedures - The independent directors, board of directors, and supervisory board have all approved the agreement related to the share issuance [15][16].

Core Viewpoint - The company, Zhongda An Co., Ltd., is addressing regulatory issues raised by the Guangdong Securities Regulatory Bureau and the Shenzhen Stock Exchange, emphasizing its commitment to improving financial accounting and information disclosure practices [1][2][3] Regulatory Actions - The company has not faced any penalties from securities regulatory authorities in the last five years [1] - A warning letter was issued by the Guangdong Securities Regulatory Bureau, highlighting issues such as inaccurate financial accounting and information disclosure [1] - The company has initiated an internal accountability mechanism in response to the warning letter, focusing on education and compliance with legal regulations [2] Internal Measures - Following the warning letter, the company recognized deficiencies in financial accounting and information disclosure, committing to enhance management and staff training on relevant laws and regulations [2] - The company plans to strictly adhere to the requirements of the Company Law, Securities Law, and the Management Measures for Information Disclosure of Listed Companies [2] - The Shenzhen Stock Exchange issued a regulatory letter citing issues like accounting error corrections and inaccurate performance forecast disclosures [3] Compliance and Future Actions - The company has taken the regulatory feedback seriously and has conducted thorough self-examinations to ensure compliance with legal requirements [3] - The company aims to strengthen its governance and internal control systems to protect the interests of shareholders and promote sustainable development [2][3]

Core Viewpoint - The company, Zhongda An, has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in the controlling shareholder and actual controller of the company [1][2][3] Group 1: Transaction Overview - Zhongda An plans to issue A-shares to Xiamen Jianxi, with a maximum of 42,040,200 shares, representing 23.08% of the total shares post-issuance [2][4] - Prior to this issuance, Xiamen Jianxi did not hold any shares in Zhongda An, and the transaction will result in a reduction of the current controlling shareholder's stake to 7.70% [2][3] - The new actual controller will be Wang Li, who is associated with Beijing Hedaxin Holding Group, focusing on the new energy and pharmaceutical sectors [2][3] Group 2: Background and Purpose - Xiamen Jianxi aims to acquire control of Zhongda An based on confidence in the company's intrinsic value and future prospects [2][3] - The strategic direction of Xiamen Jianxi aligns with national "dual carbon" goals, emphasizing technology-driven green industry development [2][3] Group 3: Approval and Regulatory Requirements - The issuance of shares requires approval from relevant regulatory authorities, including the company’s shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [3][11] - The completion of the transaction is subject to uncertainties regarding the approval process and timeline [3][11] Group 4: Financial Information of Xiamen Jianxi - As of December 31, 2024, Xiamen Jianxi reported total assets of 0.05 million and a net asset of -0.30 million, with no revenue and a net loss of -0.30 million for the year [4]