Group 1 - The company held its third meeting of the seventh board of directors on September 5, 2025, with all 12 directors present, and the meeting was conducted in accordance with legal and regulatory requirements [2][3] - The board approved a proposal for the company to purchase coating equipment from the related party OPTORUN CO., LTD for a total amount of 33,600 million JPY, approximately 16.13 million RMB, which represents 0.18% of the company's audited net assets for 2024 [4][8] - The related transaction was reviewed and approved by the independent directors in a special meeting prior to the board meeting, and the related director recused himself from the vote [3][20] Group 2 - The company holds a 16.33% stake in OPTORUN CO., LTD, making it the largest shareholder, and the director of the company also serves on the board of OPTORUN, establishing a related party relationship [9][12] - The transaction is expected to enhance the company's competitive strength and profitability by expanding its optical product line and accelerating the transformation of its consumer electronics business [18][20] - The total amount of various related transactions with OPTORUN and other related parties has exceeded 31.77 million RMB in the past twelve months [19]

Group 1 - The company held its 39th meeting of the 6th Board of Directors on September 5, 2025, to discuss and approve the acquisition of 100% equity of Zhejiang Saimeier New Material Technology Co., Ltd. from its controlling shareholder, New Fengming Holdings Group Co., Ltd. [2][3][11] - The transaction price for the acquisition is RMB 102,374,471.52, which represents a premium of RMB 2,367,396.03 or 2.37% over Saimeier's net assets of RMB 100,007,075.49, primarily due to land valuation appreciation [3][18][32] - The funding for the acquisition will come from the company's own funds, and the transaction does not constitute a major asset restructuring as defined by relevant regulations [3][21][41] Group 2 - The acquisition aims to reduce the company's reliance on external oil agent suppliers, decrease intermediate links, and achieve partial self-supply of oil agents, thereby lowering production costs and enhancing operational stability and sustainable profitability [17][19][41] - The transaction has been approved by the Board of Directors and does not require submission to the shareholders' meeting due to the nature of the transaction and its financial implications [16][44] - The company has had minimal related party transactions with New Fengming Holdings in the past 12 months, totaling RMB 39,008.74, which does not exceed the thresholds requiring shareholder approval [16][45]

Group 1 - The company held its third temporary board meeting on September 5, 2025, with all nine directors participating in the vote [2] - The board approved the proposal to acquire a 30% stake in Yunnan Tianneng Mining Co., Ltd. through public bidding, aiming to enhance resource security [3][4] - The acquisition is part of a strategy to improve the company's coal resource self-sufficiency in Yunnan, with the mining rights covering an area of 40.24 km² and estimated resources of approximately 136 million tons [4] Group 2 - The board also approved the reappointment of Zhongshun Zhonghuan Accounting Firm as the auditor for the 2025 financial year, following a review by the audit committee [7][26] - The audit firm has a strong track record, with total revenue of approximately 2.17 billion yuan in 2024, and has audited 244 listed companies [17] - The audit fees for 2024 were set at 2.79 million yuan for financial report audits and 900,000 yuan for internal control audits, totaling 3.69 million yuan [24]

Group 1 - The company held its 39th meeting of the 6th Board of Directors on September 5, 2025, with all 8 directors present, ensuring compliance with legal regulations [1][2] - The Board approved a resolution to sign a share transfer agreement to acquire 100% equity of Zhejiang Samir New Materials Technology Co., Ltd. from Xin Fengming Holdings, with a transaction price reflecting a 2.37% premium due to land valuation increase [1][2] - The funding for this acquisition will come from the company's own funds [1] Group 2 - The transaction is classified as a related party transaction but does not meet the criteria for a major asset restructuring as per regulations [2] - In the past 12 months, the related party transactions between the company and Xin Fengming Holdings did not exceed 30 million yuan and did not account for more than 5% of the company's latest audited net assets [2] - The proposal was reviewed and approved by the independent directors and was passed with 5 votes in favor, with no opposition or abstentions [2]

股票代码：603225 股票简称：新凤鸣 公告编号：2025-085 二、监事会会议审议情况 转债代码：113623 转债简称：凤 21 转债 具体内容详见同日在上海证券交易所网站（www.sse.com.cn）及公司指定信 息披露媒体《上海证券报》《证券时报》上披露的公司 2025-083 号公告。 新凤鸣集团股份有限公司 本公司监事会及全体监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个别及连带责任。 表决结果：3 票同意，0 票反对，0 票弃权。 特此公告。 一、监事会会议召开情况 新凤鸣集团股份有限公司监事会 会议审议通过了以下议案，并形成了决议： 凤鸣控股"）签署《股权转让协议》，公司拟向新凤鸣控股购买浙江赛弥尔新材 料科技有限公司（以下简称"赛弥尔"）的 100%股权，交易对价为人民币 元，溢价率 2.37%。溢价原因主要为土地评估增值。公司的资金来源为自有资金。 根据《上海证券交易所股票上市规则》的相关规定，本次交易构成上市公司 的关联交易，但不构成《上市公司重大资产重组管理办法》规定的重大资产重组。 过去 12 个月内公司与新凤鸣控股之间 ...

Core Viewpoint - The company plans to acquire 100% equity of Zhejiang Saimeier New Materials Technology Co., Ltd. from its controlling shareholder, Xin Fengming Holding Group Co., Ltd., for a transaction price of RMB 102,374,471.52, which constitutes a related party transaction [1][2][3] Summary by Sections 1. Overview of Related Transactions - The acquisition will reduce the company's reliance on external oil agent suppliers, lower production costs, and enhance operational stability and sustainable profitability [2][3] - The transaction has been approved by the company's board and does not require shareholder approval [1][3] 2. Purpose and Reasons for the Transaction - The acquisition aims to decrease dependence on external suppliers, streamline operations, and improve cost efficiency, aligning with the company's strategic development [3][12] - The expected production capacity of Saimeier's first-phase project is 15,000 tons of textile additives, set to commence by the end of 2025 [3][6] 3. Financial Overview of the Target Company - As of June 30, 2025, Saimeier's total assets are RMB 263,506.30 million, with total liabilities of RMB 233,182.75 million, resulting in net assets of RMB 30,323.55 million [5][8] - The company's revenue for the first half of 2025 is RMB 273,743.81 million, with a net loss of RMB 254.89 million [5][8] 4. Valuation and Pricing of the Transaction - The transaction price of RMB 102,374,471.52 is based on an asset valuation report, reflecting a premium over Saimeier's net assets of RMB 100,007,075.49 [2][9] - The valuation was conducted by a qualified appraisal firm, ensuring the pricing is fair and does not harm the interests of the company or its shareholders [9][10] 5. Impact of the Transaction on the Company - The acquisition is expected to enhance the company's governance structure, increase operational independence, and improve transparency [2][12] - The transaction will significantly reduce daily transactions with related parties, aligning with the company's long-term strategic goals [2][12]

Core Viewpoint - The company plans to acquire a 30% stake in Yunnan Tianneng Mining Co., Ltd. through a public bidding process to enhance resource security and competitiveness in the coal industry [1][2]. Group 1: Board Meeting Details - The board meeting was held on September 5, 2025, with all 9 participating directors voting in favor of the acquisition proposal [1]. - The proposal to acquire the stake in Tianneng Mining was approved with 7 votes in favor, 0 against, and 0 abstentions [1]. Group 2: Acquisition Details - Tianneng Mining was established in 2007 with a registered capital of 100 million RMB, where the company holds a 70% stake and the Coal Geological Bureau holds 30% [2]. - The mining rights held by Tianneng Mining cover an area of 40.24 km² with an estimated resource reserve of approximately 136 million tons [2]. - As of November 30, 2024, Tianneng Mining reported total assets of 40.5496 million RMB and a net asset of -96.7736 million RMB, with no revenue and a net loss of 14.2224 million RMB for the first 11 months of 2024 [2]. Group 3: Financial and Operational Implications - If the acquisition is successful, Tianneng Mining will become a 30% owned subsidiary, and the company will work to convert exploration rights into mining rights to enhance coal resource self-sufficiency [3]. - The acquisition is not expected to significantly impact the company's financial status or operational results [3]. Group 4: Other Board Resolutions - The board also approved the reappointment of the accounting firm and adjustments to the company's headquarters organizational structure [4][5]. - The board approved the performance assessment results and salary disbursement for senior management for 2024, with relevant directors abstaining from voting [4][5].

Group 1 - The supervisory board of Jiangxi Lianchuang Optoelectronics Technology Co., Ltd. held its 20th temporary meeting of the 8th supervisory board, with all 5 supervisors present, confirming compliance with relevant laws and regulations [1][2] - The supervisory board unanimously agreed that the company's external investment and related party transactions are necessary for business development, align with national and regional strategies, and will not significantly impact the company's financial status or operating results [1] - The voting results showed 5 votes in favor, 0 against, and 0 abstentions, indicating full support from the supervisory board for the proposed agenda [1]

Core Viewpoint - The company has approved a capital reduction for its subsidiary, Beijing Aoxiang Weiyuan Technology Co., Ltd., from 39.21 million yuan to 11 million yuan, which constitutes an associated transaction but does not qualify as a major asset restructuring under relevant regulations [1][6]. Summary by Sections 1. Overview of Associated Transactions - The company holds a 51.01% stake in Aoxiang Weiyuan, while Beijing Guofu Weiyuan Information Technology Partnership holds 39.99%, and other shareholders hold the remaining shares. The capital reduction will be executed proportionally among all shareholders, maintaining their ownership percentages [1][2]. 2. Basic Information of Associated Parties - Beijing Guofu Weiyuan is a limited partnership established on September 30, 2024, with a registered capital of 500,000 yuan. The managing partner is Beijing Aoxiang Intelligent Equipment Co., Ltd. [2][3]. 3. Financial Data of the Target Company - As of December 31, 2024, Aoxiang Weiyuan had total assets of 42.59 million yuan, total liabilities of 31.90 million yuan, and net assets of 10.69 million yuan. For the first half of 2025, total assets were 42.01 million yuan, total liabilities were 35.36 million yuan, and net assets were 6.65 million yuan. The company reported a revenue of 2.46 million yuan and a net loss of 1.72 million yuan for 2024, with a net loss of 4.04 million yuan for the first half of 2025 [5][6]. 4. Impact of the Capital Reduction - The capital reduction is aligned with the company's operational needs and is expected to enhance asset operational efficiency. It will not change the consolidation scope of the company’s financial statements or significantly impact its current profits and losses [6][8]. 5. Approval Process and Opinions - The independent directors unanimously approved the capital reduction and associated transaction, confirming that it aligns with the company's operational needs and does not harm the interests of shareholders [8][9].

第一创业证券承销保荐有限责任公司 关于四川六九一二通信技术股份有限公司 控股子公司减资暨关联交易的核查意见 第一创业证券承销保荐有限责任公司（以下简称"一创投行"或"保荐机构"） 作为四川六九一二通信技术股份有限公司（以下简称"六九一二"或"公司"） 首次公开发行股票并在创业板上市之保荐机构，根据《证券发行上市保荐业务管 理办法》《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第 2 号——创业板上市公司规范运作》等法律法规和规范性文件的要 求，一创投行对六九一二控股子公司减资暨关联交易事项进行了核查，具体情况 如下： 一、关联交易概述 公司持有北京翱翔惟远科技有限公司（以下简称"翱翔惟远""标的公司"） 远"）持有翱翔惟远39.99%股权，万磊持有翱翔惟远5%股权，范丛林持有翱翔惟 远4%股权。 根据公司生产经营实际情况及发展规划，拟将公司控股子公司翱翔惟远的注 册资本由3,921万元减少至1,100万元，减资方式为翱翔惟远全体股东拟按各自持 股比例进行同比例减资。本次减资完成后，翱翔惟远各股东持股比例不变，公司 仍持有其51.01%股权，该事项不会导致公司合并报表范围发生变化。 ...