北京大成律师事务所 关于 佛山佛塑科技集团股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易 之 法律意见书 二〇二五年六月 目 录 引 言 致：佛山佛塑科技集团股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司重大资产 重组管理办法》等法律、行政法规和规范性文件（以下简称"法律法规"），北京大 成律师事务所（以下简称"本所"）接受佛山佛塑科技集团股份有限公司（以下简称 "佛塑科技"）委托，作为专项法律顾问，就佛塑科技拟通过发行股份及支付现金方 式向袁海朝、华浩世纪等 102 名交易对方购买其合计所持有的河北金力新能源科技股 份有限公司 100%股份，并向公司控股股东广东省广新控股集团有限公司发行股份募集 配套资金（以下简称"本次交易""本次重组"）所涉有关法律事项，出具本法律意 见书。 本所律师根据本法律意见书出具之日以前已经发生或存在的事实并基于对中国大 陆现行的法律、法规和规范性文件的理解，在充分核查验证的基础上，对本次交易的 有关事项发表法律意见。 本所律师向佛塑科技及本次交易的其他主体提交了其应向本所律师提供资料的清 单，并得到了佛塑科技及本次交易其他相关主 ...

Core Viewpoint - Shanghai Aopumai Biotechnology Co., Ltd. plans to acquire 100% equity of Pengli Biological Medicine Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [16][17]. Meeting Procedures - The shareholders' meeting is scheduled for June 23, 2025, at 14:00, located at the company's office in Shanghai [8][9]. - Attendees must arrive at least 30 minutes early for registration and verification of their attendance [3][4]. - The meeting will follow a predetermined agenda for discussing and voting on proposals [3][4]. Proposals for Approval - The meeting will review several key proposals, including: - Proposal 1: Compliance with conditions for issuing shares and cash payment for asset acquisition [10][12]. - Proposal 2: Issuing shares and cash payment for asset acquisition [10][12]. - Proposal 3: Approval of the asset acquisition report [11][12]. - Proposal 4: Confirmation that the transaction does not constitute a related party transaction [11][12]. - Proposal 5: Acknowledgment that the transaction is a significant asset restructuring but does not constitute a restructuring listing [11][12]. Financial Details - The total assessed value of Pengli Biological's equity is approximately 1.452 billion yuan, with the final transaction price set at 1.4505 billion yuan [21]. - The share issuance price is determined to be 32.00 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [20][21]. - A total of 23,140,206 shares will be issued as part of the transaction, with cash payments amounting to approximately 740.49 million yuan [21][22]. Voting and Participation - Shareholders and their representatives have the right to speak, inquire, and vote during the meeting, with a limit of two speaking opportunities per person [4][5]. - Voting will be conducted through both on-site and online platforms, ensuring accessibility for all shareholders [6][8].

Core Viewpoint - Nanjing Chemical Fibre Co., Ltd. reported significant financial results for the year 2024, showing a 39.76% increase in revenue but also substantial losses due to increased costs and asset impairment [2][3][4]. Financial Performance - The company's operating revenue for 2024 reached 662.51 million yuan, up from 474.04 million yuan in 2023, marking a 39.76% increase [2]. - The cost of goods sold increased to 728.03 million yuan, a rise of 38.62% compared to the previous year [2]. - The net profit for 2024 was -482.57 million yuan, compared to -227.46 million yuan in 2023, indicating a worsening loss situation [3][4]. Product Performance - Revenue from viscose staple fiber (including tow) increased by 45.11% to 480.75 million yuan, while PET foam materials and balsa wood saw a 59.45% increase to 44.30 million yuan [2]. - The gross margin for viscose staple fiber improved, with a sales price increase of 4.04% and a decrease in unit cost by 6.95% [3][4]. Asset and Liability Overview - Total assets decreased by 6.62% to 1,484.44 million yuan, while total liabilities increased by 55.79% to 1,067.33 million yuan [5][6]. - Cash and cash equivalents fell by 10.82% to 33.48 million yuan, and accounts receivable rose by 96.24% to 31.56 million yuan [5][6]. Cash Flow Situation - The net cash flow from operating activities was -154.16 million yuan, a decline from -170.48 million yuan in the previous year [6]. - Cash flow from investing activities also decreased significantly, showing a net outflow of -7.37 million yuan [6]. Strategic Developments - The company is advancing its Lyocell project, achieving production milestones and aiming for full production capacity by late 2025 [8][9]. - Nanjing Chemical Fibre is focusing on technology innovation to reduce costs and enhance efficiency in PET structural core materials, with a 50% increase in non-wind power business sales [9][10]. Corporate Governance - The board of directors has been actively involved in overseeing the company's operations, with multiple meetings held to discuss financial audits and strategic decisions [17][18]. - The independent directors have fulfilled their responsibilities, ensuring compliance with legal and regulatory requirements [22][23].

Group 1 - The company plans to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. through the issuance of shares, involving Xuyang Group Co., Ltd., Xingtai Xuyang Coal Chemical Co., Ltd., and other investors [1][2] - The transaction is expected to constitute a major asset restructuring and related party transaction, with the controlling shareholder changing from Xuyang Holdings Co., Ltd. to Xuyang Group Co., Ltd., while the actual controller remains Mr. Yang Xuegang [2][3] - The company has disclosed the progress of the transaction, indicating that due diligence, auditing, and evaluation work are still ongoing, and a formal plan will be submitted to the board and shareholders for approval once completed [3][4] Group 2 - The company has adhered to relevant regulations and has been timely in disclosing information regarding the transaction, including a suspension of trading and subsequent resumption of trading on May 19, 2025 [2][3] - The company emphasizes the need for board approval and regulatory approval for the formal implementation of the transaction, highlighting the uncertainties involved in obtaining such approvals [4]

Transaction Overview - The company plans to acquire approximately 40% of the equity of Shanghai Zijiang New Materials Technology Co., Ltd. through cash payment, aiming to gain control over Zijiang New Materials [1] - The initial transaction counterparties include, but are not limited to, Shanghai Zijiang Enterprise Group Co., Ltd. [1] - The acquisition does not involve issuing new shares and will not change the company's controlling shareholder or actual controller [1] Progress of the Transaction - The company has engaged independent financial advisors, auditing firms, valuation agencies, and legal consultants to conduct due diligence, auditing, and evaluation of the target assets [2] - Progress announcements regarding the transaction were made on January 17, February 15, March 15, April 15, and May 15, 2025 [2] - The company will convene a board meeting to review related matters after the completion of auditing and evaluation [2]

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the major asset sale and related transactions of Wolong New Energy Group Co., Ltd, emphasizing the transaction's compliance with relevant regulations and its strategic significance for the company's future direction [1][2][3]. Summary by Sections Transaction Overview - The transaction involves the sale of 90% equity in Shanghai Mining Co., Ltd by Wolong New Energy to Zhejiang Wolong Shunyu Investment Co., Ltd for a total price of 191.11 million yuan [8][10]. - The transaction is classified as a major asset sale and constitutes a related party transaction [8][9]. Financial Assessment - The valuation of the 100% equity of Shanghai Mining is assessed at 226.90 million yuan, resulting in a 19.11 million yuan transaction price for the 90% stake, reflecting a valuation increase [8][10]. - The transaction price was adjusted due to a cash dividend of 29.39 million yuan paid by Shanghai Mining to the company prior to the sale [10]. Impact on Company Operations - Post-transaction, the company will cease its involvement in copper concentrate trading, allowing it to focus on renewable energy sectors such as solar, wind, and hydrogen storage [11][12]. - The transaction is expected to reduce the company's total assets and liabilities, with total assets decreasing from 866,248.57 million yuan to 821,705.94 million yuan, and total liabilities decreasing from 408,514.93 million yuan to 360,445.85 million yuan [13][14]. Strategic Direction - The company aims to enhance its core competitiveness and operational efficiency by reallocating resources towards high-quality renewable energy projects, aligning with national "dual carbon" policies [11][14]. - The company plans to strengthen its technological capabilities in the renewable energy sector, focusing on projects that promise sustainable growth [11][12]. Governance and Compliance - The independent financial advisor confirms that there are no conflicts of interest in the transaction and that all necessary due diligence has been conducted [2][3]. - The transaction has received preliminary approval from the company's board and requires further approvals from shareholders and regulatory bodies [15][16]. Investor Protection Measures - The company commits to strict adherence to information disclosure obligations to protect the interests of minority shareholders during the transaction process [16][17]. - Measures are in place to ensure that the transaction does not adversely affect the immediate returns for shareholders, with commitments from major stakeholders to refrain from selling shares during the transaction period [21][22].

Group 1: Company Overview - Shenyang Machine Tool Co., Ltd. was established in May 1993 and listed on the Shenzhen Stock Exchange in July 1996, with a focus on high-tech and strategic industries [1] - The company specializes in equipment manufacturing, particularly in the new energy vehicle sector, offering specialized solutions such as friction welding machines and five-axis machining centers [1] Group 2: Major Asset Restructuring - The major asset restructuring has been completed, with 100% equity of Zhongjie Aerospace and Zhongjie Factory acquired, and 78.45% equity of Tianjin Tiangong becoming a subsidiary [2] - The company plans to issue new shares and raise funds to support the acquisition of these assets [2] Group 3: Sales and Operational Strategy - The company actively targets key industries, including new energy vehicles and bearings, establishing partnerships with leading clients, some of which have annual order volumes exceeding 100 million [3] - Industry managers are assigned to each key sector to provide tailored solutions and resource allocation [3] Group 4: Customization Capabilities - The subsidiary, Complete Equipment Co., Ltd., can produce customized products and offers services for equipment overhaul and automation upgrades [4] - Zhongjie Aerospace specializes in custom product design and system integration, focusing on providing alternatives to imported products [4] - Tianjin Tiangong's hydraulic machines are all customized based on specific client requirements [4] Group 5: Procurement Practices - The company primarily utilizes a centralized procurement model through its controlling shareholder, General Technology Group, ensuring fair pricing through competitive bidding [5][6] - The procurement process is designed to comply with regulations regarding related party transactions, leading to a high percentage of purchases from General Technology Group [5][6] Group 6: Downstream Clients - Traditional downstream industries include automotive and construction machinery, with a focus on key sectors such as aerospace, marine, coal power, and general equipment [6]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：600292 证券简称：远达环保 编号：临2025－036号 国家电投集团远达环保股份有限公司 关于收到国家市场监督管理总局经营者集中反垄断审查决定 暨重大资产重组进展公告 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、准确性和完整性承担个别及连带责任。 一、本次交易概述 2025年3月15日，公司按照相关规定在上交所网站（http://www.sse.com.cn）披露了《国家电投集团远达 环保股份有限公司关于重大资产重组的进展公告》（公告编号：临2025－009号）。 2025年4月15日，公司按照相关规定在上交所网站（http://www.sse.com.cn）披露了《国家电投集团远达 环保股份有限公司关于重大资产重组的进展公告》（公告编号：临 2025－011号）。 2025年4月16日，公司召开第十届董事会第二十五次（临时）会议审议通过了《关于〈国家电投集团远 达环保股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易报告书（草案）〉及其摘 要的议案》《关于公司与交易对方签订附 ...

停牌期间，公司将积极推进各项工作，并根据本次重组进展情况，严格按照有关法律法规的规定和要求 履行信息披露义务，待相关事项确定后，公司将及时发布相关公告并申请公司股票复牌。 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：603151 证券简称：邦基科技 公告编号：2025-048 山东邦基科技股份有限公司关于筹划重大事项暨停牌进展公告 公司董事会及全体董事保证本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、准确性和完整性承担法律责任。 山东邦基科技股份有限公司（以下简称"公司"）正在筹划通过发行股份及支付现金的方式购买 Riverstone Farm Pte. Ltd.所持有的山东北溪农牧有限公司、山东瑞东伟力农牧有限公司、山东鑫牧农牧 科技有限公司、瑞东农牧（利津）有限公司、瑞东农牧（山东）有限责任公司、瑞东威力牧业（滨州） 有限公司全部100%的股权以及派斯东畜牧技术咨询（上海）有限公司80%的股权（以下简称"本次交 易"）。 因本次交易尚存在不确定性，为了保证公平信息披露、维护投资者利益，避免对公司股价造成重大影 响，根据上海证券交易所的相关规定，经公司申请，公司 ...

Core Viewpoint - The significant asset restructuring of Xin Zhu Co., Ltd. (SZ002480) has led to a volatile stock performance, raising questions about the sustainability of its new clean energy business despite the perceived benefits of the restructuring [2][4][6]. Group 1: Stock Performance - On June 11, Xin Zhu's stock experienced a dramatic fluctuation, with a trading volume turnover rate of 12.5% and a daily price swing of 17.94% [2][4]. - The stock opened at the daily limit price but quickly fell to 6.7 CNY per share, a drop of approximately 6.8%, before closing at 7.21 CNY, reflecting a modest increase of 0.28% for the day [4]. - The trading activity included a significant block trade of 1.5 million shares on June 10, amounting to 10.785 million CNY, which represented nearly 20% of the total trading volume that day [4]. Group 2: Asset Restructuring Details - Xin Zhu plans to acquire a 60% stake in Sichuan Shudao Clean Energy Group through a combination of share issuance and cash payment, while divesting its 100% stake in Sichuan Development Maglev Technology and Chengdu Xin Zhu Transportation Technology [5][6]. - The restructuring aims to eliminate long-term loss-making traditional business assets and focus on clean energy generation, enhancing the company's operational status and growth potential [5][6]. Group 3: Financial Performance of Target Company - The target company, Sichuan Shudao Clean Energy, reported a net loss of 83.53 million CNY in 2023, following a profit of 36.92 million CNY the previous year [6]. - Xin Zhu's previous magnetic levitation technology business has been struggling with low market conversion efficiency and incurred a loss of 150 million CNY in 2024 [6].