债券代码：128132 债券简称：交建转债 证券代码：002941 证券简称：新疆交建 公告编号：2025-045 新疆交通建设集团股份有限公司 本公司及董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。 一、 董事会会议召开情况 "本公司"）于 2025 年 新疆交通建设集团股份有限公司（以下简称"公司"、 具体内容详见巨潮资讯网（http://www.cninfo.com.cn）《关于关联方对全资 子公司增资暨公司放弃优先认缴出资权的关联交易的公告》。 三、备查文件 特此公告。 （一）审议并通过《关于关联方对全资子公司增资暨公司放弃优先认缴出 资权的关联交易的议案》 为满足新疆绿电交通产业科技有限公司（以下简称：绿电交通公司）运营的 资金需求，增强其资本实力，拟增资扩股引入公司控股股东新疆交通投资（集团） 有限责任公司对绿电交通公司进行增资，合计增资人民币 4,305.76 万元，其中 公司资本公积。公司放弃本次优先认缴出资权。本次增资完成后，绿电交通公司 的注册资本由 4,008.00 万元变为 8,179.59 万元，公司对绿电交通公司的持股比 例将由 100.0 ...

一、审议并通过《关于关联方对全资子公司增资暨公司放弃优先认缴出资权 的关联交易的议案》 新疆交通建设集团股份有限公司 新疆交通建设集团股份有限公司（以下简称"公司"）第四届董事会独立董 事专门会议第五次会议于 2025 年 8 月 3 日召开，本次会议已于 2025 年 7 月 28 日以通讯形式通知全体独立董事。全体独立董事共同推举公司独立董事刘涛先生 担任本次会议的召集人并主持本次会议，会议应出席独立董事 4 人，实际出席独 立董事 4 人。本次会议的召开和表决程序符合《上市公司独立董事管理办法》和 《独立董事工作制度》等规定。经各位独立董事审议，会议形成如下决议： 新疆交通建设集团股份有限公司独立董事：刘涛、李薇、刘霞、贾光智 经核查，我们认为：公司本次关联方对全资子公司增资暨公司放弃优先认缴 出资权的关联交易是为新疆绿电交通产业科技有限公司提供资金支持，增强其资 本实力，符合公司整体发展战略。本次关联交易事项符合有关法律法规的规定， 遵循公平、公正的原则，交易价格公允、合理，不存在损害公司及全体股东，特 别是中小股东利益的情形，亦不会影响公司的独立性。 我们同意将《关于关联方对全资子公司增资暨公司放弃 ...

三、历史关联交易情况（日常关联交易除外） 及洲际油鑫能源管理有限公司提供总额为 490 万美元及 230 万美元的借款，借款 期一年。 过了《全资子公司向其控股子公司增资暨关联交易的议案》。公司全资子公司香 港德瑞能源发展有限公司（以下简称"香港德瑞"）拟以现金总额 680 万美元向 其控股子公司洲际资源有限公司（以下简称"洲际资源"或"标的公司"）进行 增资（以下简称"本次增资"），洲际资源的另一股东东方创业资本有限公司拟 以现金 1610 万美元进行增资。本次增资事项完成后，香港德瑞对洲际资源的持 股比例由 100%变更为 30%。具体内容详见公司于 2025 年 5 月 21 日披露在上海证 券交易所网站（www.sse.com.cn）的《关于全资子公司向其控股子公司增资暨关 联交易的公告》（公告编号：2025-020 号）。 四、律师见证情况 律师：邓争艳、张熙子 | 证券代码：600759 证券简称：洲际油气 | | | | 公告编号：2025-040 | | 号 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- ...

Core Viewpoint - Cixing Co., Ltd. has decided to terminate the planned acquisition of 75% of Shenyang Shunyi Technology Co., Ltd. through the issuance of shares and cash payment due to failure to reach an agreement on certain commercial terms with some transaction parties [1][2][4]. Group 1: Transaction Details - The planned transaction involved purchasing 75% of Shunyi Technology's shares and raising matching funds from no more than 35 specific investors [1][2]. - The cash payment portion of the transaction was not to exceed 40% of the total transaction price [2][3]. - The issuance price for the shares was set at 7.16 yuan per share, which is not lower than 80% of the average trading price over the previous 120 trading days [3][4]. Group 2: Financial Information - Shunyi Technology's revenue for the years 2023, 2024, and the first quarter of 2025 was reported as 283.92 million yuan, 224.55 million yuan, and 2.84 million yuan, respectively, with net profits of 27.72 million yuan, 54.88 million yuan, and a loss of 11.78 million yuan [5]. - Cixing Co., Ltd. reported a revenue of 608 million yuan in the first quarter of 2025, a year-on-year increase of 2.73%, but a significant decrease in net profit by 66.46% [6]. Group 3: Company Background - Shunyi Technology is recognized as a high-tech enterprise specializing in the development, production, and sales of health management systems and intelligent detection equipment, primarily serving the defense technology sector [4][5]. - The actual controller of Shunyi Technology, Li Yingshun, holds 58.20% of the shares and has significant influence over the company's decisions [5].

Core Viewpoint - The company plans to issue convertible bonds and pay cash to acquire 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd., aiming to enhance its asset control and operational capabilities [1][2][3]. Meeting Details - The second session of the 18th Supervisory Board meeting was held on August 3, 2025, via communication, with all three supervisors present, confirming the legality and validity of the meeting [1][2]. Transaction Overview - The company intends to issue convertible bonds and pay cash to acquire 100% of Jishun Technology and 17.15% of Shunlei Technology, thereby achieving 100% control over Shunlei Technology [2][3]. - The transaction's base date is set for June 30, 2025, with a preliminary transaction price of 402.6 million yuan [3][4]. Funding and Financial Details - The company plans to raise up to 50 million yuan in matching funds, not exceeding 100% of the transaction price, with the issuance of shares limited to 30% of the total share capital before the transaction [4][5]. - The convertible bonds will have a face value of 100 yuan each, with an initial conversion price set at 42.79 yuan per share [5][6]. Approval and Compliance - The Supervisory Board unanimously approved the transaction, which will be submitted for shareholder meeting approval [2][17]. - The transaction is expected to constitute a significant asset restructuring but will not result in a change of control for the company [18][19]. Regulatory Compliance - The transaction complies with various regulations, including the Company Law, Securities Law, and relevant asset restructuring management measures [20][21]. - The company has confirmed that the transaction does not involve related party transactions and that all parties are independent [19][21]. Risk Management and Performance Guarantees - The transaction includes performance guarantees, with specific conditions for the release of lock-up periods for the convertible bonds based on performance metrics [10][11]. - The company has established measures to ensure compliance with confidentiality and legal procedures throughout the transaction process [27][28].

Core Viewpoint - Nanchip Technology (688484) has shown a significant increase in stock price and is expected to report a rise in revenue for the first half of 2025, despite a decline in net profit due to market competition and product structure adjustments [1][3]. Financial Performance Summary - Nanchip Technology's stock closed at 40.15 yuan, up 7.41% from the previous week, with a market capitalization of 17.092 billion yuan [1]. - The company forecasts revenue for the first half of 2025 to be between 1.43 billion yuan and 1.5 billion yuan, representing a year-on-year growth of 14.39% to 19.99% [1][3]. - Expected net profit attributable to shareholders is projected to be between 108.8605 million yuan and 133.1605 million yuan, reflecting a decrease of 47.03% to 35.09% year-on-year [1]. - The net profit after excluding non-recurring gains and losses is anticipated to be between 83.41845 million yuan and 107.9184 million yuan, down 59.50% to 47.60% year-on-year [1]. Market and Operational Insights - The consumer market demand has shown slight recovery, particularly in the automotive and industrial sectors, contributing to an increase in market share and sales volume [1]. - The overall gross margin is expected to decline to 36% to 37% due to intense market competition and adjustments in product structure [1]. - The company is increasing its R&D investment, with a notable rise in R&D expenses [1]. Related Transactions and Financial Management - Nanchip Technology anticipates a maximum of 10 million yuan in daily related transactions with Shenzhen Gan Nan Semiconductor Technology Co., Ltd. for 2025 [2]. - The company plans to use up to 700 million yuan of idle raised funds for cash management, focusing on high-security and liquid investment products [2][3]. - The board has approved the use of up to 1.5 billion yuan of idle self-owned funds for cash management, with similar investment product criteria [3]. Capital Changes - The total number of shares has increased from 425,457,743 to 425,702,911, with the registered capital changing to 425,702,911 yuan [5].

Core Viewpoint - The company held its 24th temporary board meeting on August 1, 2025, where several key resolutions were passed, including amendments to the company’s articles of association and the cancellation of the supervisory board [1][2][72]. Group 1: Board Meeting Resolutions - The board approved the proposal to amend the articles of association and cancel the supervisory board [2][72]. - The board also approved the revision of the rules for shareholder meetings [4][72]. - The rules for board meetings were revised and approved [7][72]. - The board approved the revision of the external guarantee management measures [10][72]. - The proposal to revise the related party transaction management measures was also approved [13][72]. - The independent director work system was revised and approved [16][72]. - The proposal to revise the accountant selection system was approved [19][72]. - The cumulative voting system implementation details were revised and approved [22][72]. Group 2: Financial Transactions and Agreements - The company’s wholly-owned subsidiary, Shandong Ruifuxiang Trading Co., Ltd., signed a steel procurement agreement with Jinan High-tech Holding Group Co., Ltd., with a scale of approximately 100,000 tons [25][48]. - The board approved a financial assistance proposal to provide up to 6 million yuan in loans to its subsidiary, Shandong Aikewei Biotechnology Co., Ltd., for one year [27][59]. - The financial assistance is intended to support the production and operation needs of Aikewei Biotechnology [61][67]. Group 3: Upcoming Shareholder Meeting - The company plans to hold its third temporary shareholder meeting on August 18, 2025, to review the resolutions passed by the board [29][33]. - The meeting will utilize a combination of on-site and online voting methods [35][36].

Group 1 - The board of directors of Ningbo Jiangfeng Electronic Materials Co., Ltd. held its 22nd meeting on July 30, 2025, with all members participating via communication methods [1] - The board approved several proposals to amend the company's articles of association to align with the latest legal regulations and ensure compliance with governance standards [2][3] - The board also approved the establishment of a temporary management system for information disclosure, which will be submitted for shareholder meeting approval [3] Group 2 - The board agreed to lift the restrictions on 150,000 restricted stocks for five incentive targets, as the conditions for the third lifting period have been met [5] - The board approved a related transaction where the subsidiary Shenyang Ruijing Precision Technology Co., Ltd. will purchase equipment through financing leasing from an affiliated party for a total amount of RMB 233.0784 million [6] - The board decided to hold the 2025 third temporary shareholders' meeting on August 28, 2025, to review the proposals requiring shareholder approval [6][7]

Group 1 - The company held its 19th Supervisory Board meeting on July 30, 2025, where the agenda and related materials were communicated to all supervisors [1] - The Supervisory Board unanimously approved the proposal to lift the restrictions on 150,000 restricted stocks for five incentive recipients, in accordance with relevant regulations [1][2] - The Supervisory Board also approved a related party transaction where its subsidiary, Shenyang Ruijing Precision Technology Co., Ltd., will purchase equipment through financing leasing from a related party, Shenyang Jiangfeng Tongchuang Precision Manufacturing Co., Ltd., which is deemed beneficial for the subsidiary's operations [2][3] Group 2 - The voting results for the proposals were unanimous, with 3 votes in favor and no votes against or abstentions [2][3] - The company plans to submit the related party transaction proposal to the shareholders' meeting for further approval [2]

Core Viewpoint - The independent directors of Jiangsu Huihong International Group Co., Ltd. have reviewed and approved the proposal for the subsidiary to engage in hedging business and related transactions, emphasizing that the transactions are based on actual operational needs and aim to mitigate market price fluctuations [1][2]. Summary by Sections Proposal for Hedging Business and Related Transactions - The proposal involves Jiangsu Suhao Zhongjin Development Co., Ltd. and Jiangsu Suhao Zhongtian Holdings Co., Ltd. engaging in hedging activities through Hongye Futures, which is a subsidiary of the controlling shareholder Suhao Holding Group [1]. - The independent directors concluded that the transactions are necessary for operational needs and are designed to reduce uncertainties caused by market price volatility, thereby enhancing the company's overall risk resistance [1]. - The transactions adhere to principles of voluntariness, equality, and fairness, ensuring that there is no harm to the interests of the company and all shareholders, particularly minority shareholders [1].