证券代码：688115 证券简称：思林杰 公告编号：2025-038 广州思林杰科技股份有限公司 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、准确性和完整性依法承担法律责任。 一、董事会会议召开情况 广州思林杰科技股份有限公司（以下简称"公司"）第二届董事会第十九次会议 通知及会议材料已于 2025 年 7 月 28 日以电子邮件及书面的形式送达各位董事。 会议于 2025 年 7 月 30 日 14:30 在线上以通讯方式召开。本次会议由副董事长 黄洪辉先生主持，应参与会议董事 9 名，实际参加董事 9 人，公司高管列席本次会 议。全体董事已在充分阅读并理解公司本次第二届董事会第十九次会议议案的全部 内容基础上，同意公司本次第二届董事会第十九次会议豁免提前三天通知。全体董 事对本次董事会召集、召开程序无异议。本次会议的召集、召开符合有关法律、行 政法规、部门规章、规范性文件和公司章程的规定，会议合法、有效。 全体与会董事经认真审议和表决，形成以下决议： 鉴于本次交易审计基准日更新至 2024 年 12 月 31 日，根据《中华人民共和国 证券法》《上 ...

证券代码：600933 证券简称：爱柯迪 公告编号：临 2025-080 转债代码：110090 转债简称：爱迪转债 爱柯迪股份有限公司 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。 一、会议基本情况 本次会议由公司董事长张建成先生召集、主持。 本次会议应到会董事 7 人，实际到会董事 7 人。公司监事、高级管理人员列 席了本次会议。 本次会议董事出席人数、召开符合《公司法》等相关法律法规及《公司章程》 的有关规定。 二、议案审议情况 出席董事认真审议了下述议案，并以记名投票表决的方式进行表决： （一）审议通过《关于 <爱柯迪股份有限公司发行股份及支付现金购买资产> 并募集配套资金报告书（草案）（修订稿）>及其摘要的议案》 根据《证券法》《上市公司重大资产重组管理办法》（2025 年修正）、《公开 发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 （2025 年修订）等法律、法规及规范性文件的有关规定，公司根据财务数据更 新后的审计报告和审阅报告，编制了《爱柯迪股份有限公司发行股份及支付现金 购买资 ...

Group 1 - The core transaction involves Xinjiang Baodi Mining Co., Ltd. issuing shares and paying cash to acquire assets and raise supporting funds, specifically targeting an 87% stake in Xinjiang Congling Energy Co., Ltd. [1][2][4] - The transaction will enhance the company's iron ore resource capacity from 38 million tons to approximately 46 million tons, representing a 21.75% increase in reserves [5][6]. - The acquisition aligns with the company's main business of iron ore mining and processing, which is expected to improve its competitive position in the market [5][6]. Group 2 - The total cash consideration for the transaction is set at 89.375 million yuan, with the remaining amount to be settled through share issuance [5][6]. - The company plans to raise up to 560 million yuan through the issuance of shares to specific investors, including Xinjiang Geological Investment Group [5][6]. - Following the transaction, the company's total share capital will increase from 800 million shares to approximately 916.53 million shares, maintaining a public shareholding ratio above 10% [6]. Group 3 - The financial impact of the transaction includes an expected increase in total assets from 658.26 million yuan to 779.44 million yuan, a rise of 18.41% [6]. - The company's total liabilities are projected to increase from 266.62 million yuan to 323.31 million yuan, reflecting a 21.26% rise [6]. - The net profit attributable to the parent company is anticipated to decrease by 10.75%, from 20.93 million yuan to 17.89 million yuan, due to market price fluctuations in iron concentrate [6].

Core Viewpoint - Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. plans to issue shares and pay cash to acquire 70% equity of Northern United Power Co., Ltd. and 75.51% equity of Northern Duolun New Energy Co., Ltd. from its controlling shareholder, while raising matching funds from no more than 35 specific investors [1][2] Summary by Sections Transaction Overview - The transaction involves the acquisition of stakes in two companies and the issuance of shares to raise funds [1] - The self-inspection period for insider trading is defined as six months prior to the suspension announcement until the disclosure of the restructuring report [2] Insider Information and Trading - The scope of the insider information includes directors, supervisors, senior management, controlling shareholders, and other related parties [2] - Specific individuals involved in trading during the self-inspection period have been identified, with details of their transactions provided [3][4] Trading Activities - Notable trading activities include: - A total of 600 shares sold by a legal advisor on September 24, 2024 - 2,800 shares bought and sold by a board member's spouse on February 21 and April 16, 2025, respectively - 4,800 shares bought by a key accountant on February 25, 2025 [4][5] - All involved parties have declared that their trading activities were based on public market information and personal judgment, denying any knowledge of insider information [5][6][7] Company Commitments - Northern United Power Co., Ltd. has committed to not using insider information for trading and has disclosed its stock trading activities during the self-inspection period [10][11] - The independent financial advisor, Guotai Junan Securities, confirmed that the trading activities did not involve insider information and complied with relevant regulations [14][17] Conclusion - The independent financial advisor concluded that the trading activities during the self-inspection period do not constitute insider trading and do not pose substantial obstacles to the transaction [18]

Group 1 - The core viewpoint of the article is that the independent financial advisor, China Merchants Securities, has confirmed that the relevant parties involved in the major asset restructuring of China Salt Inner Mongolia Chemical Co., Ltd. do not have any circumstances that would prohibit their participation in the restructuring according to regulatory guidelines [1][2] Group 2 - The relevant parties involved in the transaction include the listed company, its directors, senior management, controlling shareholders, and other entities providing services such as securities firms, law firms, accounting firms, and appraisal agencies [1] - The independent financial advisor conducted a thorough investigation and found no evidence of insider trading or any administrative penalties related to major asset restructuring in the last 36 months [2] - The independent financial advisor's conclusion is that all relevant parties are eligible to participate in the major asset restructuring without any regulatory violations [2]

Core Viewpoint - The company, Anhui Fulede Technology Development Co., Ltd., is conducting a significant asset acquisition by issuing shares and convertible bonds to purchase 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd. for a total transaction price of 655 million yuan [8][20]. Group 1: Transaction Overview - The company plans to issue 379,760,567 new shares at a price of 16.30 yuan per share as part of the transaction [2][18]. - The total share capital of the company will increase to 721,068,167 shares post-transaction, with public shares accounting for no less than 10% of the total [3][8]. - The transaction involves 59 specific counterparties, with Shanghai Shenhe Investment Co., Ltd. being the controlling shareholder [4][8]. Group 2: Financial Details - The valuation of the target company, Fulehua, was assessed at 655 million yuan as of September 30, 2024, using both income and market approaches, with the income approach being selected for the final valuation [8][20]. - The company will also issue convertible bonds worth 35,990,226.5 yuan, which will account for 5.49% of the total transaction price [25][26]. - The total amount of funds raised through the issuance of shares and convertible bonds will not exceed 78,259.38 million yuan, which is 100% of the purchase price of the assets [15][18]. Group 3: Lock-up Period and Conditions - Newly issued shares will be subject to a lock-up period, with specific conditions for extension based on stock performance [21][22]. - The lock-up period for shares obtained through the transaction will vary from 12 to 36 months depending on the duration of the counterparty's holding of the underlying assets [21][22]. - The company will ensure compliance with relevant regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange regarding the transfer of shares post-lock-up [22][24].

Core Viewpoint - The company intends to acquire 100% equity of Chengdu Xinchao Media Group Co., Ltd. through a combination of issuing shares and cash payments, involving 50 counterparties including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1] Group 1 - The transaction complies with Article 11 of the Major Asset Restructuring Management Measures, ensuring that the asset pricing is fair and does not harm the legitimate rights and interests of the company and its shareholders [1] - The asset valuation report provided by the evaluation agency serves as a reference for the transaction, and the pricing was determined through negotiation among the parties involved [1] Group 2 - The counterparties have committed to lifting any pledges or judicial freezes on the equity before the announcement of the transaction report, ensuring that there are no legal obstacles to the transfer of equity [2][5] - As of the date of this notice, original counterparties Gujia Group and Gu Jiangsheng will exit the transaction due to their equity being auctioned, while Yingfeng Group and Daiming Trading Co., Ltd. will join as new counterparties [2][5] Group 3 - The transaction will proceed once Yingfeng Group and Daiming Trading complete payment and obtain the court's auction ruling, followed by the necessary legal procedures for equity transfer [3][6] - The company will maintain a sound corporate governance structure post-transaction, adhering to legal regulations and the company's articles of association [3][6] Group 4 - The transaction does not involve installment payments for the acquisition of assets, nor does it include fundraising arrangements related to the issuance of shares for asset purchases [4][6] - The transaction is structured to avoid significant adverse impacts on competition and ensure fairness in related transactions [4][6]

Core Viewpoint - The company intends to acquire 100% equity of Chengdu New Trend Media Group Co., Ltd. through a combination of issuing shares and cash payment to 50 counterparties, including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1][2] Group 1 - The company confirms that the counterparties involved in the transaction do not fall under any prohibitive conditions as outlined in the relevant regulatory guidelines regarding major asset restructuring [1][2] - There have been no investigations or administrative penalties related to insider trading concerning this transaction in the last 36 months [1]

Core Viewpoint - The company plans to conduct a major asset swap and issue shares to acquire 100% equity of Guodian Power Nuclear Co., Ltd., while divesting 100% equity of State Power Investment Group Capital Holdings Co., Ltd., and raising supporting funds for this transaction [1] Summary by Sections Overview of the Transaction - The company received an inquiry letter from the Shenzhen Stock Exchange regarding the major asset swap and share issuance for asset acquisition on June 25, 2025 [1] - The company, along with relevant intermediaries, conducted thorough verification and analysis of the issues raised in the inquiry letter and made necessary revisions to the restructuring report [1] Major Revisions in the Restructuring Report - Definitions section updated and supplemented with relevant terms [2] - Updates on the share issuance for asset acquisition, impact on the company's equity structure, and other significant matters [2] - Risk factors were reordered based on importance, with updates to the wording of major risk disclosures [2] Specific Updates - Chapter 1: Overview of the transaction includes updates on the share issuance price, quantity, performance commitments, and impact on equity structure [2] - Chapter 5: Updates on the business development situation and legal compliance regarding litigation and arbitration [2] - Chapter 6: Updates on the share issuance details and its impact on the company's equity structure [2] - Chapter 7: Updates on the evaluation of the assets to be acquired [2] - Chapter 8: Supplemented content regarding the performance commitment compensation agreement [2] - Chapter 9: Updates on compliance with regulations regarding major asset restructuring [2] - Chapter 10: Updates on the core competitiveness and industry position of the target company [2] - Chapter 12: Updates on competition and related transactions [2] - Chapter 13: Risk factors reordered by importance with updates to risk disclosures [2]

Core Viewpoint - The company has decided to postpone the shareholders' meeting regarding the proposed acquisition of 100% equity in Chengdu Xinchao Media Group Co., Ltd. due to incomplete auditing and evaluation work related to the transaction [1]. Group 1 - The company plans to acquire 100% equity of Chengdu Xinchao Media Group through a combination of issuing shares and cash payments to 50 counterparties, including Zhang Jixue, Chongqing JD Haijia E-commerce Co., Ltd., and Baidu Online Network Technology (Beijing) Co., Ltd. [1] - The company will not hold the shareholders' meeting to review the transaction until the relevant auditing and evaluation work is completed [1]. - After the completion of the necessary auditing and evaluation, the company will convene a board meeting to review the transaction and will issue a notice for the shareholders' meeting in accordance with legal procedures [1].