证券代码：688228 证券简称：开普云 公告编号：2025-052 开普云信息科技股份有限公司 （www.sse.com.cn）披露的相关公告。 截至本公告披露日，鉴于本次交易涉及的审计、评估工作尚未完成，公司董 事会决定暂不召开股东大会审议本次交易事项。公司将在相关审计、评估工作完 成后，再次召开董事会审议本次交易的相关事项，并依照法定程序召开股东大会 审议本次交易的相关事项。 特此公告。 相关事项的公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 开普云信息科技股份有限公司（以下简称"公司"）于 2025 年 8 月 22 日召开 公司第三届董事会第二十六次临时会议审议通过了《关于 <开普云信息科技股份> 有限公司重大资产购买暨关联交易预案>及其摘要的议案》《关于 <开普云信息> 科技股份有限公司发行股份购买资产暨关联交易预案>及其摘要的议案》等相关 议案，公司拟通过支付现金的方式购买深圳市金泰克半导体有限公司（以下简称 "深圳金泰克"）持有的南宁泰克半导体有限公司（以下简称"南宁泰克"）70% 股权、以发行股份的 ...

Core Viewpoint - Sichuan Anning Iron Titanium Co., Ltd. plans to acquire 100% equity of Jingzhi Mining and its related companies through a cash payment of 650,768.80 million yuan, aiming for a substantial merger and restructuring [1][2]. Group 1: Transaction Details - The transaction price of 650,768.80 million yuan is based on the previous auction price from Wenzhou Yingsheng Industrial Co., Ltd. and considers the synergy between the companies [2][6]. - The payment schedule includes three installments: 335,075.78 million yuan within 30 days, 191,417.66 million yuan within 90 days, and 89,521.60 million yuan within nine months after the court's approval of the restructuring plan [2][3]. - The company has already paid a deposit of 34,753.76 million yuan, which will be part of the restructuring investment [8]. Group 2: Financial Arrangements - The company plans to fund the transaction through self-owned funds, acquisition loans, and shareholder loans, with an expected total funding capacity exceeding 1 billion yuan [8][10]. - The company has maintained strong short-term solvency, with liquidity ratios of 3.92, 4.86, and 4.36 in recent periods, indicating a solid financial position [10]. - The company has received support from banks for acquisition loans, with expected interest rates lower than the market average [11]. Group 3: Asset Evaluation - The evaluation of Jingzhi Mining's 100% equity used both asset-based and income approaches, with asset-based valuation at 519,941.24 million yuan and income valuation at 688,762.28 million yuan, showing significant value appreciation [19][21]. - The evaluation of the mining rights indicates a substantial increase in value, with a current assessment of 350,576.51 million yuan, reflecting a 1,096.15% increase from the book value [46]. Group 4: Strategic Benefits - The acquisition is expected to enhance the company's resource reserves significantly, with the potential for further exploration in surrounding areas [14][16]. - The merger will help mitigate safety risks associated with adjacent mining operations and streamline production processes [15][16]. - The company aims to leverage its extensive mining experience to maximize the operational efficiency of the acquired assets, thereby enhancing overall economic benefits [16][17].

会议以 3 票同意，0 票反对，0 票弃权，审议通过了《关于拟签订〈支付 现金购买资产协议之补充协议（一）〉的议案》。 深圳市宇顺电子股份有限公司（以下简称"公司"）第六届监事会第十五次 会议通知于 2025 年 8 月 12 日以微信、电子邮件等方式通知了全体监事，本次为 紧急会议，召集人已对本次紧急会议作出说明，与会的各位监事已知悉所审议事 项相关的必要信息。会议于 2025 年 8 月 14 日在公司总部会议室以通讯方式召 开。会议应出席监事 3 人，实际出席监事 3 人。本次会议由监事会主席李一贺先 生主持，本次会议的召集、召开符合《中华人民共和国公司法》和《公司章程》 的规定。 本次会议以记名投票表决方式通过了如下议案： 证券代码：002289 证券简称：*ST宇顺 公告编号：2025-078 本公司及监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。 公司正在购买数据中心相关资产，并与交易对方签署了附条件生效的《深圳 市宇顺电子股份有限公司关于北京房山中恩云数据中心项目之支付现金购买资 产协议》。为顺利推进交易，经审核，监事会同意公司与交易对方签订《深圳市 宇 ...

Core Viewpoint - Anning Co., Ltd. plans to acquire 100% equity of Jingzhi Mineral through a cash payment of 650,768.80 million yuan, participating in the substantial merger and reorganization of Jingzhi Mineral and its associated enterprises [1][5] Group 1: Transaction Details - The transaction involves a staged cash payment of 650,768.80 million yuan for the acquisition of Jingzhi Mineral, which will become a wholly-owned subsidiary of Anning Co., Ltd. [1] - The court approved the substantial merger and reorganization of Jingzhi Mineral and its associated companies on May 26, 2023, and appointed a management team to oversee the process [1] - The management team will sign the reorganization investment agreement and manage the distribution of funds to creditors or investors based on the reorganization plan [1] Group 2: Financial Status of Target Company - The target company has been in a state of suspension since 2015, resulting in no operating revenue and significant losses [2] - Most of the target company's receivables and other assets have been fully impaired or written off [2] Group 3: Valuation and Financial Impact - The valuation report indicates that the estimated value of Jingzhi Mineral's equity after reorganization is 688,762.28 million yuan, representing an increase of 653,111.13 million yuan in the consolidated financial statements, with a value increase rate of 1,831.95% [5] - The transaction price was determined based on previous bidding results and the synergistic effects between Anning Co., Ltd. and the target company [5] Group 4: Company Financial Data - As of March 31, 2025, Anning Co., Ltd. reported total assets of 1,095,723.90 million yuan and total liabilities of 253,031.11 million yuan, resulting in total equity of 842,692.79 million yuan [6] - The company’s net profit for the first quarter of 2025 was 23,032.30 million yuan, with a total profit of 28,723.03 million yuan [7] Group 5: Shareholder Information - The actual controller of Anning Co., Ltd., Luo Yangyong, holds 28.81% of the company's shares directly and controls a total of 64.83% of the shares through indirect means [5] - The transaction does not involve any changes in share issuance or control of the company [5]

Group 1 - The company has revised its major asset acquisition plan in response to an inquiry from the Shanghai Stock Exchange, ensuring the content's authenticity and completeness [1][2] - The revised plan emphasizes the synergy between the acquisition and the company's main business, which is expected to enhance the quality of the company's assets [1] - Additional disclosures include the basic situation of the industry in which the target company operates, its competitive advantages, and its operational disadvantages compared to peers [2] Group 2 - The company has provided quarterly revenue data for the target company, analyzing its performance trends for the year 2025 and outlining business expansion measures and integration plans [2] - The methodology and basis for determining the acquisition price have been supplemented, including the valuation process and expected repurchase price for institutional shareholders [2] - The company has made changes to its governance structure, including the election of a new board and the cancellation of the supervisory board, which have been reflected in the revised plan [2][4]

Group 1 - The stock of Shanghai Weitai Industrial Automation Co., Ltd. (*ST Weitai, stock code: 002058) experienced an abnormal trading fluctuation, with a cumulative closing price increase of over 12% from July 16 to July 18, 2025 [1] - The company conducted an investigation regarding the abnormal stock trading and confirmed that there were no undisclosed significant information or major matters that should have been disclosed [1] - The board of directors confirmed that there are no undisclosed matters that could significantly impact the company's stock trading price, and previous disclosures do not require correction or supplementation [1] Group 2 - The company is in the process of a major asset acquisition and related party transaction, which requires further review and approval from the shareholders' meeting [2] - The timing and approval of the major asset acquisition are uncertain, and investors are advised to invest rationally and be aware of risks [2]

Core Viewpoint - The company, Shanghai Weitai Industrial Automation Co., Ltd., is planning a significant asset acquisition involving the purchase of 51% of shares in Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, which will allow the company to consolidate Zijiang into its financial statements [1][2]. Group 1: Transaction Details - The company intends to acquire a total of 30,285,330 shares, representing 51% of Zijiang's total shares [1][2]. - The total transaction price is set at RMB 545.8573 million, based on an asset valuation report that assessed Zijiang's total equity at RMB 1.0703085 billion after accounting for a cash dividend distribution [4][7]. - The payment for the shares will be made in two installments: 51% within 30 days of the agreement's effectiveness and the remaining 49% within 90 days after the asset transfer [5][6]. Group 2: Performance Commitments - The performance commitment period for Zijiang is set for three consecutive fiscal years starting from the year of transaction completion, with net profit targets of RMB 65.5 million, RMB 78.5 million, and RMB 95.8 million for 2025, 2026, and 2027 respectively [7][8]. - If Zijiang fails to meet the cumulative profit targets, the performance commitment party will be obligated to compensate the company based on a specified formula [8][9]. Group 3: Regulatory Compliance - The transaction has been deemed to comply with relevant laws and regulations governing major asset restructurings, including the Company Law and Securities Law of the People's Republic of China [10][11]. - The company has confirmed that the transaction constitutes a related party transaction due to shared control between the parties involved [11][12]. Group 4: Meeting Outcomes - The supervisory board meeting could not reach a resolution due to the absence of a majority of non-related supervisors, necessitating that the proposals be submitted directly to the shareholders' meeting for approval [1][10].

Group 1 - The core transaction involves Shanghai Weitai Industrial Automation Co., Ltd. acquiring 51% of Shanghai Zijiang New Material Technology Co., Ltd. through cash payment, making Weitai the controlling shareholder of Zijiang New Material [1][2] - The transaction is classified as a major asset purchase and constitutes a related party transaction according to the Shenzhen Stock Exchange's regulations [1][2] - Huatai United Securities Co., Ltd. serves as the independent financial advisor for this transaction, confirming compliance with the relevant regulations regarding the hiring of third parties [2] Group 2 - The independent financial advisor has verified that there are no direct or indirect paid engagements with third parties in this transaction [2] - The listed company has engaged necessary intermediary institutions such as auditing and evaluation agencies, which are legally required for the transaction [2] - The independent financial advisor concludes that the transaction adheres to the guidelines set by the China Securities Regulatory Commission regarding the hiring of third parties in investment banking activities [2]

Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. is undergoing a significant asset acquisition involving the purchase of 100% equity in three companies, with legal opinions provided by Beijing Guantao Law Firm to ensure compliance with relevant laws and regulations [1][2]. Group 1: Legal Framework and Compliance - The legal opinions are based on various laws including the Company Law of the People's Republic of China, the Securities Law, and regulations regarding major asset restructuring [1][2]. - The law firm has confirmed that all necessary original documents and statements have been provided by the parties involved, ensuring no concealment or significant omissions [2][3]. - The firm has committed to fulfilling its legal responsibilities and has conducted thorough verification of the legality and compliance of the transactions [2][3]. Group 2: Insider Information Management - The company has established an Insider Information Knowledge Person Registration System, which includes provisions for confidentiality and accountability [3][4]. - During the planning of the transaction, the company implemented measures to limit the dissemination of sensitive information and maintained a registry of individuals privy to insider information [3][4]. - The company has adhered to legal requirements regarding the disclosure of insider information and has ensured that all involved parties comply with confidentiality obligations [4].

Core Viewpoint - The company, Huawang Ecological Engineering Co., Ltd., has received an inquiry letter from the Shanghai Stock Exchange regarding its proposed acquisition of a 55.50% stake in Anhui Niwei Automotive Power System Co., Ltd. for a transaction price of 666 million yuan, raising questions about the valuation and financial assumptions behind the deal [1][6]. Group 1: Inquiry on Target Company - The valuation of Niwei Power's 100% equity was assessed at 1.223 billion yuan as of February 28, 2025, reflecting a significant appraisal increase of 665.84% compared to its book value of 71.7146 million yuan as of December 31, 2023 [1][2]. - The company is required to disclose the purposes and pricing basis of Niwei Power's two external financing rounds over the past three years, as well as the background of the previous valuation [1][2]. - The inquiry requests an explanation of any changes in Niwei Power's asset quality and operational status since the last valuation, and the rationale behind the substantial increase in the current transaction valuation [1][2]. Group 2: Sales and Revenue Projections - Niwei Power's projected revenue growth rates for 2025, 2026, and 2027 are 33.28%, with a stable profit margin forecasted [2]. - The company must provide details on existing orders, including customer names, product models, amounts, and delivery cycles, to validate the revenue projections for 2025 [2][3]. - The inquiry emphasizes the need to align sales forecasts with industry trends and customer demand, and to justify the pricing strategy and gross margin stability [2][3]. Group 3: Capacity Utilization and Capital Expenditure - Niwei Power's capacity utilization rates for 2023, 2024, and early 2025 are reported at 22.82%, 41.85%, and 37.94%, respectively, with some projects exceeding capacity [3][4]. - The company is asked to clarify discrepancies between actual and environmental assessment capacity utilization rates and to provide details on recent capital expenditures and their alignment with asset aging [3][4]. - The inquiry also seeks to understand the implications of planned relocations on future capital expenditures and asset depreciation [3][4]. Group 4: Customer Concentration and Dependency - The top five customers accounted for 96.10%, 94.43%, and 95.27% of Niwei Power's revenue in the first two months of the year, indicating high customer concentration [5]. - The company must explain the reasons for high customer concentration and the potential risks associated with dependency on a single major customer, particularly the first customer, Ideal Automotive [5]. - The inquiry requests details on the stability of customer relationships post-acquisition and any measures to mitigate risks related to customer turnover [5]. Group 5: Transaction Structure and Performance Commitments - The transaction includes a performance commitment that Niwei Power must achieve a net profit of no less than 320 million yuan over the next three years, with penalties for underperformance [6]. - The company is required to justify the performance targets set in relation to the transaction valuation and to explain the rationale behind the reward structure for management [6]. - The inquiry also seeks clarification on the accounting treatment of goodwill arising from the transaction and its potential impact on future performance [7]. Group 6: Shareholder Compliance and Historical Transactions - The inquiry highlights concerns regarding past shareholder transactions, including non-compliance with evaluation procedures and potential tax violations [8]. - The company must provide a detailed account of historical share transfers and the legitimacy of the current ownership structure, including any potential conflicts of interest [8]. - The inquiry requests an explanation of the reasons behind the dissolution of any previous shareholder agreements and their implications for future governance [8].