登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002614 股票简称：奥佳华 公告编号：2025-49号 债券代码：128097 债券简称：奥佳转债 奥佳华智能健康科技集团股份有限公司 2025年第二次临时股东会决议公告 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。 特别提示： 1、本次股东会没有出现否决议案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 奥佳华智能健康科技集团股份有限公司（以下简称"公司"）2025年第二次临时股东会（以下简称"本次 股东会"）通知于2025年10月30日在《中国证券报》《上海证券报》《证券时报》《证券日报》及巨潮 资讯网（www.cninfo.com.cn）上以公告方式发出。 （一）会议召开的情况 1、本次股东会召开时间 （1）现场会议召开时间：2025年11月17日（星期一）下午14:30 （2）网络投票时间：通过深圳证券交易所系统进行网络投票的具体时间为2025年11月17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 ...

Core Viewpoint - The company has reported significant changes in its financial position and has made provisions for asset impairment, reflecting a cautious approach to its financial management and operational strategy [11][12][14]. Financial Data Summary - The company reported a 31.13% decrease in prepaid expenses due to settlements during the reporting period [4]. - Assets held for sale and related liabilities increased by 100% due to plans to sell subsidiary equity [4]. - Construction in progress rose by 120.31% due to increased factory construction [5]. - Right-of-use assets increased by 92.12% due to additional leasing [6]. - Other non-current assets increased by 54.19% as certain prepaid expenses did not meet settlement conditions [5]. - Other payables decreased by 31.75% due to the payment of last year's dividends [5]. - Current portion of non-current liabilities decreased by 53.29% due to the maturity of convertible bonds [5]. - Other current liabilities increased by 132.71% due to an increase in endorsed and discounted notes [5]. - Long-term borrowings increased by 48.22% due to new long-term loans [6]. - Lease liabilities increased by 134.26% due to additional leasing [7]. - Financial expenses decreased by 30.12% due to reduced interest from debt-to-equity swaps [8]. - Other income decreased by 42.93% due to a reduction in VAT deductions [8]. - Non-operating income increased by 62.44% due to gains from equity acquisitions [8]. - Non-operating expenses increased by 51.16% due to tax penalties [8]. - Income tax expenses increased by 2,540.36% due to improved profitability and tax adjustments [8]. - Minority interests increased by 82.42% due to profits from non-wholly-owned subsidiaries [8]. - Net cash flow from financing activities increased by 94.59% due to increased bank loans and reduced debt repayments [8]. - Net increase in cash and cash equivalents rose by 417.71% due to increased cash flow from financing activities [8]. Asset Impairment Provision - The company has recognized an asset impairment loss totaling 40.83 million yuan for the first three quarters of 2025, reflecting a comprehensive review of its asset status [11][12]. - The impairment loss includes 40.81 million yuan for credit impairment losses, based on assessments of accounts receivable and other receivables [12]. - The company also recognized a minor inventory impairment of 1.52 thousand yuan [14]. Guarantee and Financing - The company plans to provide a guarantee of up to 1.652 billion yuan for its subsidiaries, which exceeds 50% of its latest audited net assets [18]. - The total expected guarantee amount for 2025 is projected to be no more than 2.022 billion yuan [18]. - The guarantees will support various financing needs, including bank loans and performance guarantees [18][19]. - As of October 28, 2025, the total external guarantees, including the new guarantees, do not exceed 20.72 billion yuan, representing 26.85% of the company's total audited assets [57].

Group 1 - The company appointed Mr. Liu Lei as the secretary of the board of directors, effective upon obtaining the necessary qualifications [1][3] - Mr. Liu Lei has relevant professional knowledge and experience, meeting the legal and regulatory requirements for the position [1][4] - The board of directors approved the appointment during its 18th meeting on September 25, 2025 [1][9] Group 2 - The company plans to apply for a comprehensive credit limit of up to RMB 1.5 billion to support its operations and business development [6][7] - An additional guarantee amount of up to RMB 465 million is expected to be provided for the company's wholly-owned subsidiaries, with a total guarantee limit not exceeding RMB 1 billion [6][8] - The board approved the proposal during the same meeting on September 25, 2025, and it will be submitted for shareholder approval [6][9] Group 3 - The company will hold its first extraordinary general meeting of 2025 on October 13, 2025, at 14:30 [11][12] - The meeting will utilize the Shanghai Stock Exchange's online voting system for shareholder participation [12][13] - Shareholders must register in advance to attend the meeting, with specific registration times and requirements outlined [21][22]

Core Viewpoint - The company has reported significant updates regarding its fundraising activities, including the issuance of convertible bonds and the allocation of raised funds for various projects, while also planning to adjust its credit limits with financial institutions to support operational needs [3][18][84]. Group 1: Company Overview - The company is named Wellhope Foods Co., Ltd., with the stock code 603609 and bond code 113647 [3][18]. - The company has a structured approach to managing its fundraising, adhering to regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange [4][15]. Group 2: Fundraising and Financial Data - The company successfully raised a total of 150,000 million yuan through the issuance of 15 million convertible bonds at a price of 100 yuan each, with a net amount of 148,988.35 million yuan after deducting issuance costs [3][84]. - As of June 30, 2025, the balance in the special account for the raised funds was 33,092.6 million yuan, which includes interest income [4][89]. - The company has utilized 70,000 million yuan of idle funds to temporarily supplement working capital [7][89]. Group 3: Project Updates - The company has completed and terminated several fundraising projects, including the production of full-price feed and pig breeding projects, reallocating remaining funds to new projects such as chicken farming and processing [12][85]. - The new projects are expected to be operational by December 31, 2025, generating revenue thereafter [86]. Group 4: Credit and Guarantee Adjustments - The company plans to increase its comprehensive credit limit from 72 billion yuan to 82 billion yuan to meet operational and investment needs [18][56]. - An additional guarantee limit of 125,000 million yuan has been proposed, raising the total guarantee limit to 560,000 million yuan for its subsidiaries [21][24].

Core Viewpoint - The company, Sains Environmental Co., Ltd., is seeking to increase its comprehensive credit limit and guarantee amount to support new project investments in Anhui and Shandong provinces, with a total credit limit proposed to reach up to RMB 1.7 billion [1][2]. Summary by Sections Previous Approval Overview - The company previously approved a comprehensive credit limit of up to RMB 1.5 billion and a mutual guarantee amount not exceeding RMB 300 million during a board meeting on April 23, 2025 [1]. New Credit Application Overview - The company plans to apply for an additional comprehensive credit limit of up to RMB 200 million, raising the total limit to RMB 1.7 billion. This credit will support various financing needs, including medium to long-term project loans and trade financing [2]. New Guarantee Application Overview - The company intends to increase the mutual guarantee amount between itself and its subsidiaries by up to RMB 100 million, bringing the total guarantee amount to RMB 400 million. This is aimed at enhancing flexibility for business development while maintaining risk control [2]. New Guarantee/Guaranteed Entities - Shandong Longli Chemical Co., Ltd. is a proposed wholly-owned subsidiary responsible for a project with an estimated investment of RMB 600 million [3]. - Tongling Longrui Chemical Co., Ltd. is a proposed holding subsidiary with an estimated investment of RMB 210 million for a project [4]. Reasons and Necessity for Guarantees - The guarantees are necessary to support the company's strategic development and ensure controlled risks, which will not adversely affect the interests of the company and its shareholders [5]. Review Procedures and Opinions - The board of directors approved the increase in credit and guarantee limits on July 19, 2025, and the proposal will be submitted for shareholder approval [5]. - The supervisory board supports the proposal, stating it will not negatively impact the company's financial status or independence [5]. Cumulative External Guarantee Amount - As of the disclosure date, the company has a balance of zero for mutual guarantees provided to subsidiaries [6]. Sponsor's Review Opinion - The sponsor believes the decision-making process for increasing the credit and guarantee limits complies with relevant laws and regulations, and it aligns with the company's operational and growth needs [6].

Core Viewpoint - Beijing Keri Group Co., Ltd. has approved several financial measures to support its wholly-owned subsidiary, Gu'an Keri New Energy Technology Co., Ltd., including increasing credit and guarantee limits for various projects [1][2][3] Group 1: Credit Increase - The company has approved an increase in the credit limit for Gu'an Keri by 13.6 million yuan, valid for 9 years from the date of board approval [1] - The credit will be used for fixed asset loans and will be secured by the company's electricity fee collection rights [1] Group 2: Guarantee Provision - The company has agreed to provide a joint liability guarantee for a distributed photovoltaic power generation project loan for Gu'an Keri, with a guarantee amount not exceeding 13.6 million yuan, also valid for 9 years [2] - The electricity fee collection rights will be pledged to Shanghai Pudong Development Bank for this guarantee [2] Group 3: Project Performance Guarantee - The company will provide a project performance guarantee for Hunan Changda Electric Power Construction Co., Ltd. for the "Hydropower Company Su Bian 35kV Switch Cabinet Update" project, with a guarantee amount not exceeding 780,000 yuan and a duration of 6 months after the debt performance period [2]

Summary of Key Points Core Viewpoint The company, Yingstone Innovation Technology Co., Ltd., plans to increase its comprehensive credit limit for 2025 by applying for an additional credit amount of up to 2 billion RMB, bringing the total credit limit to 4.5 billion RMB. The company will also provide guarantees for its subsidiaries, with a total guarantee amount not exceeding 1.3 billion RMB, to support their operational needs and business growth. Group 1: Credit and Guarantee Details - The company intends to apply for a total comprehensive credit limit of up to 2 billion RMB, in addition to the previously approved limit of 2.5 billion RMB, resulting in a total credit limit of 4.5 billion RMB [1][4][12] - The new credit limit will cover various types of financing, including working capital loans, commercial bills, project loans, bank guarantees, factoring, and letters of credit [4][5] - The company plans to provide guarantees for its subsidiaries, with a total guarantee amount not exceeding 1.3 billion RMB, specifically for Istone Innovation Limited, Insta360 Japan, INSTA360 GMBH, ARASHI VISION (U.S.) LLC, Shenzhen Qianhai Yingstone Innovation Technology Co., Ltd., Yingstone Innovation Technology (Zhuhai) Co., Ltd., and Shenzhen Yingstone Electronics Co., Ltd. [5][10][11] Group 2: Subsidiary Information - The subsidiaries receiving guarantees are all wholly owned by the company, ensuring that the company maintains control over them [11][12] - The financial health of the subsidiaries is generally stable, with no significant issues affecting their debt repayment capabilities [8][9][10] - The company has no overdue guarantees or guarantees involved in litigation, ensuring a low-risk profile for the proposed guarantees [13]

Group 1 - The company held its fourth meeting of the seventh board of directors on June 26, 2025, with all nine directors present, ensuring compliance with relevant laws and regulations [1] - The board approved a proposal to apply for a working capital loan of 160 million yuan from Guangxi Beibu Gulf Bank to support the procurement of raw materials and operational cash flow [1][2] - The loan's interest rate, term, and guarantee method will be determined by the bank's final credit approval [2] Group 2 - The board agreed to a new guarantee limit of up to 440 million yuan for the company's subsidiaries to secure loans from financial institutions, with the guarantee being reusable [2] - The guarantee methods may include joint liability guarantees, pledges, and mortgages, and the approval is subject to the upcoming shareholders' meeting [2][3] - The company plans to hold its second extraordinary shareholders' meeting on July 15, 2025, combining on-site and online voting [3]

Meeting Information - Zhejiang Yitian Intelligent Kitchen Appliances Co., Ltd. will hold its second extraordinary general meeting of shareholders for 2025 on June 30, 2025, at 14:00 [1] - The network voting will be available from 9:15 to 15:00 on the same day through the Shenzhen Stock Exchange trading system [1][2] Voting Procedures - Shareholders can choose either on-site voting or network voting, but not both. In case of duplicate votes, the first vote will be considered valid [2] - All shareholders registered by the end of the trading day before the meeting are entitled to attend and vote [2][3] Agenda Items - The main proposal for the meeting is to increase the credit limit and guarantee limit for 2025 to financial institutions and similar entities, which requires a two-thirds majority approval from attending shareholders [2][3] Registration Details - Registration for corporate shareholders requires specific documentation, including identification and authorization letters [3][4] - Individual shareholders must present their identification and securities account card for registration [4] Network Voting Process - The company provides a platform for network voting, and detailed procedures are outlined in the attachments [5]

Core Viewpoint - Zhejiang Yitian Intelligent Kitchen Appliances Co., Ltd. plans to increase its comprehensive credit limit and guarantee limit for 2025 by RMB 40 billion, bringing the total credit limit to RMB 60 billion and the total guarantee limit to RMB 50 billion [2][4]. Summary by Sections Credit Limit Increase - The company has approved an increase in the comprehensive credit limit by RMB 40 billion, allowing the company and its subsidiaries to apply for a total of up to RMB 60 billion from financial institutions [2][3]. - The credit limit includes new credit and the extension or renewal of existing credit, covering various financial services such as working capital loans, commercial bills, project loans, and bank guarantees [3]. Guarantee Limit Increase - The company has also approved an increase in the guarantee limit by RMB 40 billion, allowing for a total guarantee of up to RMB 50 billion for its subsidiaries [4][9]. - The guarantees will be provided to wholly-owned and controlling subsidiaries, with the expectation that these entities have stable financial conditions and repayment capabilities [9][10]. Financial Performance Overview - As of March 30, 2025, the total assets of the company were reported at RMB 30,456.55 million, with total liabilities of RMB 22,188.39 million, resulting in a net asset value of RMB 8,268.16 million [5][6]. - The company reported a net profit of -RMB 803.53 million for the first quarter of 2025, indicating a significant loss compared to the previous year [6][8]. Board and Supervisory Opinions - The board believes that the increase in credit and guarantee limits is essential for meeting operational and financing needs, enhancing decision-making efficiency, and is in line with the company's overall development strategy [9]. - The supervisory board supports the proposal, stating that it will promote operational development and improve profitability, aligning with the interests of all shareholders [10].