第二条 本制度所称关联交易，是指公司或者控股子公司与公司关联人之间发 生的转移资源或者义务的事项，包括以下交易： 广博集团股份有限公司 -1- 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。具有以 下情形之一的法人或者其他组织，为公司的关联法人（或者其他组织）： 关联交易公允决策制度 第一章 总 则 第一条 为进一步加强广博集团股份有限公司（以下简称"本公司"或"公司"） 关联交易管理，明确管理职责和分工，维护公司股东和债权人的合法利益，特别 是中小投资者的合法利益，保证公司与关联方之间订立的关联交易合同符合公平、 公正、公开的原则，依据《中华人民共和国公司法》《深圳证券交易所股票上市 规则》《广博集团股份有限公司章程》(以下简称"《公司章程》")以及其它有 关法律、法规、规章的规定，制定本制度。 （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司、控股 子公司及控制的其他主体以外的法人（或者其他组织）； （三）持有公司5%以上股份的法人（或者其他组织）及其一致行动人； （四）由公司关联自然人直接或者间接控制的，或者担任董事（不含同 ...

Core Viewpoint - The company plans to enter into an energy management and energy-saving service contract with its affiliate, Qingdao Jintong New Energy Technology Co., Ltd., to build a storage power station and utilize peak and valley electricity price differences for energy savings [1] Group 1: Contract Details - The contract will involve a total transaction amount of approximately 44 million yuan [1] - The energy savings will be distributed between the company and the affiliate at a ratio of 1:9 [1] - The cooperation period for this contract is set for 10 years [1] Group 2: Related Party Transaction - Qingdao Jintong is a subsidiary of Hebei Jinxin Steel Group Co., Ltd., which is the company's controlling shareholder [1] - This transaction is classified as a related party transaction according to relevant regulations [1] - The matter does not require submission for approval at the company's shareholders' meeting [1]

Group 1: Related Transactions - The report analyzes the borrowing of funds from related parties by Huaihe Energy Group, including details such as borrowing background, interest rates, amounts, and repayment schedules, confirming no non-operational fund occupation occurred [2][3][14] - The independence and asset differences between Huaihe Energy's subsidiary Panji Power Generation and the parent company are highlighted, indicating that both entities operate independently without any confusion or impact on their independence [4][14] - The sale of Panji Power Plant Phase I assets and the subsequent transfer to Panji Power Generation was executed to resolve competition issues, with payment progress aligning with contractual agreements, and no overdue payments reported [5][14] Group 2: Financial Management - Huaihe Energy Group has established a comprehensive fund management system, ensuring effective control over fund usage, management, and related transactions, with key control points in place for fund account management and budget approvals [15][16] - The financial company associated with Huaihe Energy has implemented various management measures to control business risks, including maintaining legal deposit reserves and ensuring efficient fund allocation [16][17] - The report indicates that the funds deposited with the financial company are managed independently and securely, with no restrictions on withdrawals, ensuring no non-operational fund occupation [20][21]

Core Viewpoint - The company plans to acquire 89.30% equity of Huaihe Energy Power Group Co., Ltd. from its controlling shareholder, Huainan Mining (Group) Co., Ltd., through a combination of issuing shares and cash payment [1][2]. Group 1 - The company received an inquiry letter from the Shanghai Stock Exchange regarding the application for the acquisition and related transactions on June 6, 2025 [1]. - The company and relevant intermediaries have provided detailed explanations and responses to the inquiries as required by the Shanghai Stock Exchange [2]. - The transaction is subject to approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [2].

Overview - The company has signed a coal joint procurement agreement with an affiliated party to ensure stable coal supply and reduce procurement costs [1][2] Related Transactions - The agreement requires approval from the company's shareholders meeting [1] - The transaction is considered a normal business activity and does not affect the company's operational independence or harm the interests of minority shareholders [1][8] Affiliated Party Information - Fujian Fuyuan Logistics Co., Ltd. was established in November 2018 and is a state-owned enterprise approved by the Fujian Provincial State-owned Assets Supervision and Administration Commission [2] - The company has a registered capital of 100 million RMB and engages in the wholesale of bulk materials, including coal, oil products, and chemicals [2] Performance Capability - The affiliated party has a good track record of fulfilling previous transactions with the company, indicating strong performance capability [2] - In 2024, the company procured a total of 730,400 tons of coal, with a portion supplied through Fuyuan Logistics [2] Pricing Policy - The pricing model for coal procurement includes costs for coal procurement, logistics, funding, and a service fee of 10 RMB per ton [2][6] - The previous service fee was 13 RMB per ton [2] Agreement Details - The procurement will be conducted jointly, with the company having the right to participate in all stages of coal procurement and logistics [4] - Quality and quantity of coal will be verified by third-party inspection agencies [5][6] - The contract period is from July 1, 2025, to June 30, 2028, with the possibility of extension upon mutual agreement [7][8] Transaction Purpose and Impact - The agreement aims to leverage the advantages of the affiliated party in coal procurement to ensure supply stability, quality, and cost control, benefiting the company's overall operations and development [8]

国泰海通证券股份有限公司 关于上海奥浦迈生物科技股份有限公司 调整2025年度部分日常关联交易预计额度的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"或"公司"）首次公开 发行股票并在科创板上市持续督导的保荐机构，根据《证券发行上市保荐业务 管理办法》《上海证券交易所科创板股票上市规则》《上海证券交易所科创板上 市公司自律监管指引第 1 号——规范运作》等相关法律、法规和规范性文件的 规定，对奥浦迈调整 2025 年度部分日常关联交易预计额度的的事项进行了专项 核查，核查情况与意见如下： 一、本次日常关联交易执行及调整情况 公司于 2025 年 4 月 14 日召开第二届董事会第八次会议、第二届监事会第 七次会议以及第二届董事会独立董事专门会议第二次会议分别审议通过了《关 于预计 2025 年度日常关联交易的议案》，同意公司（含子公司）对 2025 年度日 常关联交易额度进行预计，涉及金额合计 446.00 万元，主要用于向相关关联方 购买原材料、向关联方销售商品以及接受关联方提供的技术服务。关联董事肖 志华、张俊杰回避表决，获 ...

Group 1 - The company held its fifth board meeting on August 21, 2025, with all seven directors participating in the voting process [1][2] - The board approved several key proposals, including the purchase of assets and related party transactions, which were reviewed by the audit committee and independent directors [1][3] - The board also approved the appointment of a new board secretary, with the decision being unanimously supported by all voting members [2][3] Group 2 - A proposal to change the implementation subject of a major asset purchase and sign a supplementary agreement was also approved, with unanimous support from the board [3][4] - The board confirmed that the adjustments to the transaction plan do not constitute significant changes, receiving unanimous approval [3][4]

Group 1 - The meeting of the independent directors of Shantui Construction Machinery Co., Ltd. was held on August 22, 2025, via communication voting, with all three independent directors present, meeting the requirements of relevant regulations [1][2] - The independent directors unanimously approved the risk assessment report for Shandong Heavy Industry Group Financial Co., Ltd. for the first half of 2025, indicating that the financial company's operational qualifications, business, and risk status are controllable [1][2] - The company has established an emergency response plan for deposit business risks with Shandong Heavy Industry Group Financial Co., Ltd., which is designed to effectively prevent, control, and mitigate financial risks [1] Group 2 - The independent directors also approved the proposal to increase the daily related transaction limits for 2025, which reflects the actual needs of the company's production and operations [2] - The approval process for the adjustment of daily related transaction limits complied with relevant laws and regulations, ensuring that the interests of the company and other shareholders are not harmed [2]

Group 1 - The stock price of Liou Co., Ltd. experienced significant fluctuations, with a cumulative increase of over 20% in three consecutive trading days, triggering stock price anomaly regulations [2] - Liou Co., Ltd. is planning to issue shares overseas (H-shares) and list on the Hong Kong Stock Exchange, aiming to enhance its international brand image and financing capabilities [2] - The company's main business is weak, relying heavily on investment income, and its actual controller is under regulatory investigation, raising concerns about the legitimacy of the planned Hong Kong listing [2][6] Group 2 - Liou Co., Ltd. has maintained revenue above 20 billion RMB for several years, with its largest business segment being media agency services, but its growth has stagnated compared to competitors [3][4] - In 2024, Liou Co., Ltd. held a market share of approximately 3% in the media agency sector, significantly trailing behind the leading company, which had a market share of 24% [3][4] - The company has announced plans to use up to 3 billion RMB of its own funds for diversified securities investments, indicating a focus on stock market activities [6] Group 3 - The actual controller of Liou Co., Ltd. is under investigation for suspected insider trading, which may pose challenges for the company's planned overseas listing [6][7] - The investigation involves transactions made by the controller's family member, which have been classified as short-term trading, resulting in a loss [6] - The company asserts that the investigation does not affect its operations and that it will comply with regulatory requirements during this period [7] Group 4 - Liou Co., Ltd. has shown concerning financial metrics, with gross profits fluctuating between 1.3 billion to 1.9 billion RMB, leading to questions about the stability of its business model [8] - The company has reported negative cash flow for four consecutive years from 2021 to 2024, raising doubts about the authenticity of its reported profits [9] Group 5 - Liou Co., Ltd. has engaged in significant related-party transactions, including a recent agreement with a company controlled by its actual controller for construction and engineering services [12][13] - The company claims that these transactions are conducted at market prices and do not harm the interests of the company or its shareholders [13]

Core Viewpoint - Tianjin Jiuri New Materials Co., Ltd. is participating in a capital reduction and extension of the duration of the Tianjin Ruiwu Equity Investment Fund, which involves a reduction of the fund's subscribed capital and an extension of its operational period to ensure smooth project exits and fund operations [1][3][6]. Summary by Sections Transaction Overview - As of April 6, 2025, the Ruiwu Fund has recovered an investment of CNY 23 million and plans to reduce its capital by CNY 22.6 million, changing the subscribed capital from CNY 100 million to CNY 77.4 million [1][3]. - The company's subscribed capital in the Ruiwu Fund will decrease from CNY 38 million to CNY 29.412 million, maintaining a 38% share [3][6]. Related Party Transactions - The ordinary partner of the Ruiwu Fund, Tianjin Ruixing Investment Management Co., Ltd., is a related party, as the company holds a 40% stake in it [4][5]. - The total amount of related party transactions with the same related party in the past 12 months has exceeded CNY 30 million but is below 1% of the company's latest audited total assets or market value [4][5]. Fund Details - The Ruiwu Fund was established on November 9, 2020, with a target fundraising scale of CNY 100 million [2][6]. - The fund's registered capital is CNY 100 million, and it is involved in private equity investment and asset management activities [6][7]. Financial Data - The Ruiwu Fund's total assets as of the latest audit are CNY 127.96 million, with net assets of CNY 127.96 million [7]. - The fund reported a net profit of CNY -722,939.39 in the latest audited financial year [7]. Approval Process - The board of directors and the supervisory board have approved the capital reduction and extension of the fund's duration, with no need for shareholder meeting approval [2][10]. - Independent directors and the audit committee have also expressed their agreement, confirming that the transaction does not harm the interests of shareholders, especially minority shareholders [11][12].