登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：601088 证券简称：中国神华 公告编号：临2025-040 关于筹划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事项的停牌进展公告 本次交易正处于筹划阶段，交易各方尚未签署正式的交易协议，且本次交易尚需提交公司董事会、股东 大会审议，并经有权监管机构批准、审核通过或同意注册后方可正式实施，最终能否实施尚存在不确定 性，有关信息均以公司指定信息披露媒体发布的公告为准。敬请广大投资者理性投资，注意投资风险。 特此公告。 承中国神华能源股份有限公司董事会命 中国神华能源股份有限公司 本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。 中国神华能源股份有限公司（以下简称"中国神华"或"公司"）正在筹划发行A股股份及支付现金购买控 股股东国家能源投资集团有限责任公司持有的煤炭、坑口煤电以及煤制油煤制气煤化工等相关资产并于 A股募集配套资金（以下简称"本次交易"）。根据《上市公司重大资产重组管理办法》等相关法律法规 的规定，本次交易构成关联交易，预计不构成重大资产重组，本次 ...

Core Viewpoint - The company plans to transfer accounts receivable with a book value of 764,242.31 million yuan to its controlling shareholder, Shaanxi Construction Holding Group, at an assessed value of 728,521.03 million yuan, aiming to reduce management costs and improve liquidity [1][2][3] Summary by Sections Transaction Overview - The company and its subsidiaries intend to transfer accounts receivable with a book value of 764,242.31 million yuan to Shaanxi Construction Holding Group [2][3] - The assessed value of the accounts receivable is 728,521.03 million yuan, with a valuation impairment of 35,721.28 million yuan, representing a 4.67% impairment rate [2][3] Transaction Details - The payment for the transaction will be made through a combination of cash and the assumption of certain payables by Shaanxi Construction Holding [1][3][34] - The transaction is classified as a related party transaction but does not constitute a major asset restructuring [1][2] Financial Impact - The transaction is expected to lower the company's accounts receivable management costs, alleviate payment pressures, control financing growth, and enhance asset operation quality [3][36] - The assessed value exceeds the book value by 119,269.28 million yuan, which will be recorded in the capital reserve [36][37] Approval Process - The transaction has been approved by the company's board of directors and will be submitted for shareholder approval [5][41] - The transaction requires the consent of relevant creditors for the assumption of payables by Shaanxi Construction Holding [1][34] Related Party Transactions - In the past 12 months, the company has conducted two related party transactions with the same related party, totaling 66,232.05 million yuan [42]

Overview - The company plans to increase capital in its subsidiary, Xinyang Hangxiao, with a total investment of 50 million yuan, where Hangxiao Steel Construction will contribute 49.75 million yuan and individual shareholder Wang Lei will contribute 250,000 yuan [1][3][5] Capital Increase and Related Transactions - The capital increase will raise Xinyang Hangxiao's registered capital from 100 million yuan to 150 million yuan, with Hangxiao Steel Construction holding 91.83% of the shares post-increase [1][3] - The transaction is classified as a related party transaction but does not constitute a major asset restructuring [3][4] - The independent directors unanimously approved the proposal, and it was subsequently approved by the board of directors, thus not requiring a shareholder meeting [2][6] Financial Status of Xinyang Hangxiao - As of December 31, 2024, Xinyang Hangxiao reported total assets of approximately 579.91 million yuan, net assets of approximately 100.15 million yuan, and a net loss of approximately 6.41 million yuan for the year [5] - As of March 31, 2025, the total assets were approximately 534.30 million yuan, with net assets of approximately 94.22 million yuan [5] Impact on the Company - The capital increase is expected to enhance the asset strength and commercial credit of Xinyang Hangxiao, providing additional operational funds and supporting the company's long-term development [4][5] - The transaction will not affect the company's consolidated financial statements or its ongoing profitability [4][5]

Core Viewpoint - The company has successfully passed several key resolutions during its board meetings, including the approval of its 2025 semi-annual report and the initiation of a stock incentive plan, which reflects its commitment to transparency and growth strategies [1][2][3] Group 1: Financial Reporting - The board approved the 2025 semi-annual report, which is deemed to accurately reflect the company's financial status and operational results, with a unanimous vote of 9 in favor [1] - The report is stated to contain truthful, accurate, and complete information without any misleading statements or significant omissions [1] Group 2: Stock Incentive Plan - The board approved the first unlock conditions of the 2024 stock incentive plan, allowing for the release of 5.56 million shares, which is 1.16% of the total share capital of 479,538,185 shares [1] - The plan involves 47 eligible participants who will benefit from the first unlock of restricted stock [1] Group 3: Capital Increase and Related Transactions - The company plans to increase capital in its subsidiary, Dongguan Yinxin Special Materials Technology Co., Ltd., with a total investment of 10.5 million yuan from the company and 4.5 million yuan from its affiliate, Dongguan Dexuan Technology Co., Ltd. [2] - This transaction is classified as a related party transaction due to the ownership structure of Dexuan Technology, which is controlled by a board member [2][3] - The board's approval for this transaction was unanimous, with 8 votes in favor, and it does not require further shareholder approval [3]

Group 1 - The company plans to apply for a credit limit of up to RMB 350 million from banks to meet its operational funding needs, with the actual credit limit subject to approval by financial institutions [1][2] - The financing guarantee includes unconditional guarantees provided by the actual controllers of the company, Mr. Ge Jing and Ms. Zhang Rumin, for the credit limit application [2][3] - The company intends to apply for a working capital loan of RMB 20 million from China Merchants Bank, with a one-year loan term, guaranteed by Beijing Haidian Technology Enterprise Financing Guarantee Co., Ltd [2][3] Group 2 - Mr. Ge Jing, the controlling shareholder and actual controller of the company, holds 23.99% of the shares, while Ms. Zhang Rumin holds 6.79% of the shares [3] - The guarantees provided by Mr. Ge and Ms. Zhang are unconditional and do not incur any guarantee fees for the company, aligning with the interests of the company and all shareholders [3][5] - The total amount of various related party transactions that have occurred with the related parties since the beginning of the year is RMB 185.4 million, excluding the current RMB 20 million loan [4]

Group 1 - The core point of the report is that Hunan Sailoxian Management Consulting Partnership (Limited Partnership) has acquired 58,606,962 shares of Qidi Pharmaceutical Group Co., Ltd., representing 24.47% of the total shares, through judicial auction, making it the controlling shareholder of the company [1][18][24] - The acquisition was executed following a court ruling and was completed on August 5, 2025, with the total payment amounting to 1,007.39 million yuan [20][19] - The report confirms that the acquisition does not aim to terminate the listing status of Qidi Pharmaceutical and that the company will continue to operate independently [17][23] Group 2 - Hunan Sailoxian was established on June 19, 2025, primarily engaged in investment management, with a registered capital of 405.57 million yuan [4][6] - The actual controller of Hunan Sailoxian is Jiang Lin, who holds 66.86% of the shares in the executing partner, Shanghai Sailoxian [5][6] - Qidi Pharmaceutical operates in the pharmaceutical manufacturing industry, focusing on the research and development of traditional Chinese medicine and Western medicine formulations, with over 140 drug varieties and more than 30 patents [24][25] Group 3 - The financial data of Shanghai Sailoxian shows total assets of 1,650.71 million yuan and total equity of 1,322.98 million yuan as of December 31, 2024, with a net profit of 93.54 million yuan [6][13] - The report indicates that there are no significant legal violations or administrative penalties against Hunan Sailoxian in the past five years [14][16] - The report outlines that there is a potential for competition between Qidi Pharmaceutical and Hunan Sailoxian's core enterprise, Hengchang Pharmaceutical, due to overlapping product lines [24][26]

Group 1 - The company announced an investment in Thailand to establish an adhesive new materials production base, with the project being implemented by its wholly-owned subsidiary, Kanda New Materials (Thailand) Co., Ltd. [1] - The registered capital of Kanda New Materials (Thailand) will increase from 2 million Thai Baht to 100 million Thai Baht, with the company and its partner Tengxuan International Trade Co., Ltd. contributing 97,990,200 Thai Baht and 980,000 Thai Baht respectively [2] - Tengxuan Trade is a wholly-owned subsidiary of the company's controlling shareholder, Tangshan Industrial Holding Group Co., Ltd., making this investment a related party transaction [2] Group 2 - The board of directors approved the investment proposal on August 8, 2025, with related directors abstaining from the vote [2] - The independent directors unanimously agreed that the investment aligns with the company's development strategy and benefits all shareholders [7] - The funds from this investment will be used to enhance the capital strength and operational capabilities of Kanda New Materials (Thailand), promoting its market business and healthy development [6]

Core Viewpoint - Beijing Hai New Energy Technology Co., Ltd. announced that its wholly-owned subsidiary, Shenyang Sanju Kait Catalyst Co., Ltd., will apply for a bank credit limit of up to RMB 180 million, with a guarantee from its indirect controlling shareholder, Beijing Haidian District State-owned Assets Investment Group Co., Ltd. [2][6] Group 1: Related Transactions Overview - The subsidiary plans to apply for a comprehensive credit limit of up to RMB 180 million from China Construction Bank, with an exposure limit of up to RMB 130 million [2][6] - The guarantee provided by the controlling shareholder will not exceed RMB 130 million, and the guarantee fee will be 0.5% of the actual guarantee amount, totaling no more than RMB 650,000 [2][6] Group 2: Financial Data - As of March 31, 2025, the total assets of the company were RMB 218.83 billion, with total liabilities of RMB 173.57 billion, resulting in net assets of RMB 45.26 billion [4][5] - The company reported a revenue of RMB 56.39 million for the first quarter of 2025, compared to RMB 242.47 million for the entire year of 2024 [5] Group 3: Impact and Purpose of the Transaction - The proposed credit limit will help the subsidiary expand its financing channels and optimize its financing structure, providing long-term financial support for its operations [7] - The transaction is expected to have a positive impact on the company's development and will not affect the normal use of assets or the independence of its business [7][8] Group 4: Approval and Compliance - The transaction was approved unanimously by the board of directors and the independent directors, confirming that it adheres to market pricing principles and does not harm the interests of the company or its shareholders [6][8]

股票代码：000301 股票简称：东方盛虹 公告编号：2025-063 债券代码：127030 债券简称：盛虹转债 江苏东方盛虹股份有限公司 关于控股股东及关联方为公司及子公司提供借款暨关联交 易的公告 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。 一、关联交易概述 与江苏盛虹科技股份有限公司（以下简称"盛虹科技"）、盛虹（苏州）集团有 限公司（以下简称"盛虹苏州"）签订《借款协议》，向盛虹科技、盛虹苏州合 计申请总额度不超过人民币 30 亿元的借款，借款期限三年，该事项已经 2022 年 第六次临时股东会审议通过。 鉴于前述《借款协议》即将到期，公司拟与盛虹科技、盛虹苏州重新签订借 款协议。为满足发展需要，提高资金管理效率，公司及子公司本次合计申请总额 度不超过人民币 15 亿元的借款，借款利率按照市场化原则，根据借款实际使用 时间，参照同期银行贷款利率水平，经各方协商确定，借款期限为三年。本次借 款不需要公司及子公司提供任何形式的担保。 据《深圳证券交易所股票上市规则》规定，本次交易构成关联交易。 监管指引第 1 号——主板上市公司规范运作》以及《公司章 ...

独立董事 2025 年第一次专门会议 江苏东方盛虹股份有限公司独立董事 (2025 年 8 月 8 日签署) 江苏东方盛虹股份有限公司（以下简称"公司"）独立董事 2025 年第一次 专门会议于 2025 年 8 月 5 日以专人送出、传真或电子邮件形式发出会议通知， 并于 2025 年 8 月 8 日上午以通讯表决方式召开。本次会议应参会 3 人，实际参 会 3 人，经过半数独立董事推举，独立董事许金叶先生召集并主持本次会议。 本次会议的召开符合《上市公司独立董事管理办法》《深圳证券交易所股票 上市规则》《公司章程》《公司独立董事工作制度》等有关规定。本次会议形成 决议如下： 一、审议通过了《关于控股股东及关联方为公司及子公司提供借款暨关联 交易的议案》 联董事应按规定回避表决。 独立董事：许金叶、袁建新、任志刚 表决结果：同意 3 票，反对 0 票，弃权 0 票。 健康持续发展；本次关联交易遵循公平、公正、公允的原则；该关联交易事项不 会对公司独立性产生影响，公司不会对关联方形成依赖，不存在损害公司及股东 特别是中小股东利益的情形。我们同意控股股东及关联方为公司及子公司提供借 款暨关联交易事项，并将议案提 ...