证券代码：301188 证券简称：力诺药包 公告编号：2025-074 债券代码：123221 债券简称：力诺转债 山东力诺医药包装股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 根据山东力诺医药包装股份有限公司（以下简称"公司"）于 2025 年 8 月 19 日召开 的第四届董事会第十二次会议决议，公司董事会定于 2025 年 9 月 5 日召开 2025 年第二 次临时股东会。现将有关事项通知如下： 一、会议召开基本情况 章、规范性文件和《公司章程》的有关规定。 现场会议召开时间：2025 年 9 月 5 日（星期五）14:50 网络投票时间： 其中，通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票的具体时 间为：2025 年 9 月 5 日 9:15-9:25、9:30—11:30，13:00—15:00；通过深圳证券交易所互 联网投票系统投票的具体时间为：2025 年 9 月 5 日 9:15-15:00。 （1）现场投票：股东本人出席现场会议或者通过授权他人出席现场会议； （2）网络投票：本次股东会将通过深圳证券交易所交易 ...

Summary of Key Points Core Viewpoint - The documents provide detailed financial data regarding the accounts receivable and other financial interactions of Shandong Linuo Pharmaceutical Packaging Co., Ltd. with its related parties, highlighting significant amounts in both operating and non-operating transactions. Group 1: Accounts Receivable - The total accounts receivable from various related parties includes significant amounts such as 9.80 million from Shandong Hongjitang Pharmaceutical Group and 2.56 million from Hongjitang Bianque Chinese Medicine Pharmacy [1][2] - Other notable accounts receivable include 18.21 million from Linuo International Trade Co., Ltd. and 13.60 million from another related entity [2][3] - The company has a total of 240.25 million in accounts receivable, with a breakdown showing substantial amounts owed by various subsidiaries and related parties [3] Group 2: Financial Transactions - The documents indicate that there are non-operating fund usages amounting to significant figures, although specific amounts are not detailed in the provided text [1] - The financial interactions also include prepayments and other receivables, with 169.18 million noted for prepayments to a related gas company [3] - The total financial transactions involving related parties reflect a complex web of inter-company dealings, emphasizing the importance of monitoring these relationships for financial health [3]

证券代码：301188 证券简称：力诺药包 公告编号：2025-073 债券代码：123221 债券简称：力诺转债 山东力诺医药包装股份有限公司 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、关联交易概述 （一）关联交易的基本情况 根据山东力诺医药包装股份有限公司（以下简称"公司"或"力诺药包"） 的发展规划，为盘活公司闲置土地资源，借助力诺集团股份有限公司（简称"力 诺集团"）丰富的园区建设、运营、管理经验，公司拟与力诺集团公司共同投资 设立合资公司力诺创新科技(商河)有限公司（暂定名称，具体以市场监督管理部 门登记为准），建设"科创中心及配套设施建设项目"。其中公司以土地出资， 持股比例 49%，力诺集团以现金出资，持股比例 51%。 （二）本次交易构成关联交易 本次共同投资方力诺集团为公司控股股东力诺投资控股集团有限公司的控股 股东，根据《深圳证券交易所创业板股票上市规则》及《公司章程》等相关规定， 力诺集团为公司关联法人，本次交易构成关联交易。 （三）本次交易的表决情况 公司于 2025 年 8 月 19 日召开第四届董事会第十二次会议，审议通过 ...

Group 1 - The company plans to purchase Directors, Supervisors, and Senior Management Liability Insurance (D&O Insurance) to enhance its risk management system and protect the rights of its executives and shareholders, especially minority investors [1][2] - The board of directors has proposed to authorize the management to handle the purchase of the D&O Insurance, including determining the insured parties, insurance company, compensation limits, premiums, and other related matters [2] - The proposal for the D&O Insurance was discussed in the board and supervisory meetings held on August 19, 2025, where all directors and supervisors abstained from voting due to being insured parties, leading to the proposal being submitted to the upcoming extraordinary general meeting for approval [1][2]

Summary of Key Points Core Viewpoint The company, Shandong Linuo Pharmaceutical Packaging Co., Ltd., has decided to change the use of part of the raised funds from its convertible bond issuance to better align with its current development needs and strategic planning. Group 1: Fundraising Overview - The company issued 5 million convertible bonds with a total fundraising amount of 500 million RMB, netting 491.44 million RMB after deducting fees [1][2] - The original project for the raised funds was the industrialization of lightweight pharmaceutical molded glass bottles, with a total investment of 641.87 million RMB [2][4] - As of August 10, 2025, 126.05 million RMB of the raised funds had been utilized, leaving an unused amount [2][4] Group 2: Change in Fund Usage - The company plans to reallocate 154 million RMB from the original project to two new projects: acquiring a 30% stake in Chuangyang Co. and the second phase of the high-end pharmaceutical packaging project [2][5] - The new projects include an investment of 84 million RMB for the acquisition and 70 million RMB for the high-end packaging project [2][5] Group 3: Rationale for Change - The original project faced delays due to late delivery of construction facilities and lengthy customer certification processes, leading to a reduced funding requirement [4][5] - The company received a government subsidy of 89.58 million RMB for the original project, further decreasing the need for raised funds [4][5] Group 4: New Investment Projects - The acquisition of a 30% stake in Chuangyang Co. aims to enhance the company's product offerings and market share in pharmaceutical packaging [5][8] - The second phase of the high-end packaging project focuses on RTU (Ready-to-Use) packaging and pre-filled syringes, with a total investment of 383.37 million RMB [9][10] - The project is expected to have a payback period of 6.82 years and an internal rate of return of 16.37% [9] Group 5: Strategic Importance - The new projects align with the growing demand for high-quality pharmaceutical packaging driven by trends in the pharmaceutical industry [10][11] - The company aims to transition from a traditional pharmaceutical glass manufacturer to a diversified high-end packaging solution provider [10][12] - The strategic shift is supported by national policies promoting the development of the pharmaceutical packaging industry [13][14] Group 6: Approval Process - The board of directors and the supervisory board have approved the change in fund usage, ensuring compliance with relevant regulations [16][17] - The independent directors also confirmed that the decision aligns with the company's interests and does not harm shareholder value [17][18]

Transaction Overview - Shandong Linuo Pharmaceutical Packaging Co., Ltd. has approved an external investment to acquire equity by signing a share transfer agreement with several parties, including Shanghai Miaoxiang Enterprise Management Consulting Co., Ltd. and others [1][2] - The company will acquire a total of 34,046,471 shares of Suzhou Chuangyang New Materials Technology Co., Ltd. for a total consideration of 84,000,000.00 yuan [1][9] - The transaction does not constitute a related party transaction or a major asset restructuring as per relevant regulations [2][3] Financial Assessment - The market value of the total equity of the target company was assessed at 280.98 million yuan as of December 31, 2024 [2] - The transfer price was determined based on the assessment report and the closing price of the stock on the day before the agreement was signed [10] Target Company Information - Suzhou Chuangyang New Materials Technology Co., Ltd. is a high-tech enterprise primarily engaged in the research, production, and sales of medical packaging materials [6] - The company has a registered capital of 113.49 million yuan and operates in the pharmaceutical manufacturing sector [6] Financial Performance of Target Company - The total assets of the target company were approximately 687.06 million yuan in 2023, with total liabilities of about 377.14 million yuan, resulting in a net asset of approximately 304.48 million yuan [8] - The target company reported an operating income of approximately 253.10 million yuan and a net profit of approximately 11.23 million yuan for the year 2023 [8] Shareholding Structure Post-Transaction - After the acquisition, Shandong Linuo will hold 30% of the shares in the target company, while the actual controllers will still maintain control over the majority of shares [7][20] - The shareholding structure will not change the control of the target company [7] Strategic Implications - This transaction is aimed at enhancing the company's long-term development strategy and resource integration, allowing for a more comprehensive product offering to downstream customers [20] - The acquisition is expected to open up growth opportunities for sustainable and high-quality development [20]

山东力诺医药包装股份有限公司 第四届董事会独立董事 2025 年第五次专门会议审核意见 根据《中华人民共和国公司法》 《深圳证券交易所创业板股票上市规则》 《深 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等法 律、法规和规范性文件以及《公司章程》的有关规定，山东力诺医药包装股份有 限公司（以下简称"公司"）独立董事召开了第四届董事会独立董事 2025 年第五 次专门会议，审议通过了《关于公司<2025 年半年度募集资金存放与使用情况的 专项报告>的议案》《关于变更部分募集资金用途的议案》《关于拟对外投资购买 股权的议案》 《关于购买董监高责任险的议案》 经核查，我们认为：本次交易是基于公司业务发展需要，为实现公司长远发 展战略规划而做出的整体安排，有利于整合公司与苏州创扬新材料科技股份有限 公司的资源和优势，实现资源共享、共同发展。本次交易风险可控，投资资金来 源于公司募集资金，不会影响公司生产经营活动和现金流的正常运转，不会对公 司未来财务及经营状况产生重大影响，不存在损害上市公司及股东利益的情形。 我们一致同意本次对外投资购买股权事项。 四、关于购买董监高责任险的审核意见 经核 ...

Group 1 - The report indicates that the sponsor, Minsheng Securities, has been actively monitoring the information disclosure of Shandong Linuo Pharmaceutical Packaging Co., Ltd. and has not missed any disclosures [1][2] - The company has established and effectively executed various internal regulations, including those related to fundraising management and related party transactions [1][2] - The sponsor has conducted monthly checks on the company's fundraising special accounts and confirmed that the progress of fundraising projects aligns with disclosed information [1][2] Group 2 - The report highlights that the company has made changes to the use of part of the funds raised through convertible bonds, reflecting the current market environment and future strategic needs [2] - The sponsor has urged the company to strictly follow approval procedures for changes in fundraising and to maintain oversight on related party transactions [2] - The company has fulfilled its commitments regarding lock-up shares and related party transactions, with no unresolved issues reported [2][3]

Summary of Key Points Core Viewpoint - The company, Shandong Linuo Pharmaceutical Packaging Co., Ltd., plans to establish a joint venture with its controlling shareholder, Linuo Group, to utilize idle land resources and leverage Linuo Group's expertise in park construction and management [1][2]. Group 1: Overview of Related Transactions - The joint venture, named Linuo Innovation Technology (Shanghe) Co., Ltd., will be established with Linuo Group holding 51% and the company holding 49% through land contributions valued at approximately RMB 45.41 million [1][4]. - This transaction is classified as a related party transaction due to Linuo Group being the controlling shareholder of the company [2]. - The board of directors approved the investment proposal on August 19, 2025, with independent directors also consenting, thus not requiring shareholder approval [2][8]. Group 2: Financial and Governance Structure - The company will contribute land valued at RMB 45.41 million, while Linuo Group will provide cash for its share [5]. - The governance structure of the joint venture will involve a board elected by shareholders, with the chairman also serving as the general manager [5]. Group 3: Purpose and Impact of the Joint Venture - The primary goal of the joint venture is to revitalize idle land resources and develop a "Science and Technology Innovation Center" [6]. - The collaboration is expected to enhance resource integration and expedite land development, aligning with the company's future growth needs [7]. Group 4: Compliance and Approval Process - The related party transaction has been reviewed and approved by the board and independent directors, adhering to relevant regulations and company policies [8]. - The total amount of related transactions with Linuo Group and its subsidiaries for the year to date is RMB 2.5151 million, excluding this transaction [7].

Core Viewpoint - The company, Shandong Linuo Pharmaceutical Packaging Co., Ltd., is changing the use of part of the raised funds from its convertible bond issuance to better align with its strategic development needs and improve fund utilization efficiency [2][19]. Summary by Sections Fundraising Overview - The company issued 5 million convertible bonds with a net fundraising amount of RMB 491.4447 million, after deducting underwriting fees [2][3]. - As of August 10, 2025, a total of RMB 126.0511 million has been invested from the raised funds, with the remaining amount stored in dedicated bank accounts [3][5]. Change in Fund Usage - The company plans to change the use of RMB 154 million from the "Lightweight Pharmaceutical Glass Bottle (Class I) Industrialization Project" to invest in two new projects: acquiring 30% equity in Suzhou Chuangyang New Materials Technology Co., Ltd. and the second phase of the high-end pharmaceutical packaging project [3][4]. - The new projects include an investment of RMB 84 million for the equity acquisition and RMB 154 million for the high-end packaging project [3][6]. Reasons for Change - The original project faced delays due to late delivery of construction facilities and longer customer certification cycles, leading to a reduced need for the originally planned funds [5][6]. - The company received a government subsidy of RMB 89.58 million, which decreased the funding requirement for the original project [5][6]. New Investment Projects - The acquisition of 30% equity in Suzhou Chuangyang New Materials is aimed at enhancing the company's product offerings and market share in pharmaceutical packaging [6][10]. - The second phase of the high-end pharmaceutical packaging project focuses on the production of Ready-to-Use (RTU) packaging and pre-filled syringes, with a total investment of RMB 383.3725 million, of which RMB 70 million will come from the raised funds [10][11]. Impact of Changes - The changes in fund usage are expected to enhance the company's operational efficiency and long-term benefits without adversely affecting its existing business or financial status [19][20]. - The company will implement strict internal and external supervision of the fund usage to ensure compliance with relevant regulations [20][21].