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力诺药包: 民生证券股份有限公司关于山东力诺医药包装股份有限公司与关联方共同投资设立合资公司暨关联交易的核查意见

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].