国泰海通证券股份有限公司 关于翱捷科技股份有限公司 参与投资私募基金暨关联交易的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作 为翱捷科技股份有限公司（以下简称"翱捷科技"或"公司"）首次公开发行 股票并上市持续督导的保荐机构，根据《证券发行上市保荐业务管理办法》 《上海证券交易所科创板股票上市规则》《上海证券交易所上市公司自律监管 指引第 11 号——持续督导》《上海证券交易所科创板上市公司自律监管指引第 资私募基金暨关联交易的事项进行了核查，核查情况与意见如下： 一、参与投资私募基金暨关联交易概述 （一）关联交易基本情况 为借助专业投资机构的经验和资源，拓宽投资方式和渠道，把握公司所在 行业的投资机会，优化公司投资结构，把握产业上下游的机会，实现产业协同。 公司拟作为有限合伙人（LP）参与投资上海海望合纵私募基金合伙企业（有限 合伙）（以下简称"海望合纵"）。海望合纵将主要通过直接或间接方式投资 于包括集成电路、高端制造、生物医药以及其他"3+6"重点产业等领域的成长 期、成熟期的企业。 公司拟以自有资金出资人民币 4,000 万元，拟出资金额占基金总认缴出资额 的 1.895 ...

Group 1 - The company is leasing 4 specialized liquid cargo ships, each with a capacity of 9,000 tons, for approximately 15 years, with a total rental fee of about 14.69 million RMB per ship per year [1][4] - The rental fee for the two five-star ordinary ships is approximately 40,250 RMB per day per ship (including tax), while the fee for the two non-five-star ice-class ships is also approximately 40,250 RMB per day per ship (excluding tax) [1][4] - This transaction aims to enhance the company's transformation and upgrade, serving core customers and building a competitive fleet of specialized liquid cargo ships [1][4] Group 2 - The transaction has been approved by the company's board of directors, with related directors abstaining from voting, and it will be submitted for approval at the 2025 first extraordinary general meeting [2][6] - The total amount of the related transaction exceeds 30 million RMB, accounting for more than 5% of the company's latest audited net assets [2][6] - The transaction does not constitute a major asset restructuring and is based on fair market principles, ensuring no harm to the interests of the company and its shareholders [4][6] Group 3 - The leasing company is Hainan COSCO Shipping Asphalt Transportation Co., Ltd., a wholly-owned subsidiary of the company, and the lessor is a subsidiary of COSCO Shipping Development Co., Ltd. [3][4] - The ships are being constructed by Fujian Mawei Shipbuilding Co., Ltd. and China Shipbuilding Industry Corporation Huangpu Wenchong Shipbuilding Co., Ltd. [3][4] - The transaction is expected to improve the company's operational capacity and enhance overall profitability and shareholder returns [4][6]

Core Viewpoint - The transaction involves the leasing of four 9,000-ton special liquid cargo ships by a wholly-owned subsidiary of China COSCO Shipping Special Transportation Co., Ltd. (hereinafter referred to as "COSCO Special") from a subsidiary of COSCO Shipping Development Co., Ltd. for approximately 15 years, aiming to enhance the company's service capabilities and competitiveness in the market [1][2]. Summary by Sections 1. Overview of Related Transactions - The leasing involves four 9,000-ton special liquid cargo ships, with a daily rental fee of approximately 40,250 RMB per ship for both types of vessels, resulting in an annual rental payment of about 14.69 million RMB per ship [1][2]. 2. Purpose and Reason for the Transaction - The transaction aims to facilitate the transformation and upgrading of the subsidiary, enhance service to core customers, and build a competitive fleet of special liquid cargo ships that are diverse, green, and low-carbon [2]. 3. Board Approval Process - The transaction was approved by the 28th meeting of the 8th Board of Directors, with non-related directors voting unanimously in favor, while related directors abstained from voting [2][6]. 4. Related Party Information - The related party involved is COSCO Shipping Development Co., Ltd., which is indirectly controlled by the same parent company as COSCO Special, thus constituting a related party transaction [2][4]. 5. Impact of the Transaction on the Company - The transaction is expected to meet diverse transportation needs, enhance fleet competitiveness, and improve overall profitability and shareholder returns. The leasing model will reduce initial capital pressure and support sustainable development [5]. 6. Historical Related Transactions - In the past 12 months, the company has engaged in related transactions with COSCO Shipping Development amounting to approximately 310.52 million RMB, all of which were operational leasing agreements [5]. 7. Required Approval Procedures - The transaction requires approval from the first extraordinary general meeting of shareholders in 2025, with related shareholders abstaining from voting [6]. 8. Sponsor's Review Opinion - The sponsor has confirmed that the transaction complies with relevant regulations and does not harm the interests of the company or its shareholders, particularly minority shareholders [6][8].

宝塔实业股份有限公司（以下简称"公司"）第十届董事会 独立董事专门会议第十六次会议于 2025 年 7 月 23 日以电子 邮件方式发出通知，于 2025 年 7 月 28 日以现场及通讯方式召 开。本次会议应到独立董事 3 名，实到独立董事 3 名，会议由 独立董事刘庆林先生召集并主持。本次独立董事专门会议的召 集、召开及表决程序符合《中华人民共和国公司法》（以下简 称《公司法》）和《宝塔实业股份有限公司章程》（以下简称 《公司章程》）等有关法律、法规的规定。 本次会议经参加会议的独立董事认真审议后形成以下决 议： 一、审议通过《关于公司及全资子公司向关联方借款暨关 联交易的议案》 宝塔实业股份有限公司 本次公司向关联方借款，主要为满足公司及全资子公司项 目建设及营运资金需求。本次交易符合公司经营发展实际需要， 属于合理的交易行为。本次关联交易遵循客观、公平、公允的 定价原则，借款利率不高于公司及子公司近一年取得金融机构 固定资产借款平均利率，且不高于中国人民银行授权全国银行 间同业拆借中心公布的同期限贷款市场报价利率（LPR），公 司承担的利息费用公允、合理，符合公司和全体股东的利益， 不存在损害公司及股 ...

关于出售资产暨关联交易的公告 本公司董事会、全体董事及相关股东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。 重要内容提示： 本公司拟与国货航签署《关于 2 台 Trent700 发动机和 1 台 GTCP331-350 型 APU 的发动机、APU 出售和购买协议》，向国货航出售 2 台 Trent700 备用发动 机和 1 台 GTCP331-350C 备用 APU（飞机辅助动力装置），交易价格为人民币 国货航系本公司控股股东中航集团公司控制的公司。根据《上海证券交易所 股票上市规则》相关规定，国货航为本公司的关联方，本次交易构成本公司的关 联交易。 根据《上海证券交易所股票上市规则》，至本次关联交易止，过去 12 个月 内公司与同一关联方之间发生的关联交易总金额达到公司最近一期净资产的 议审议通过。本次关联交易不构成《上市公司重大资产重组管理办法》规定的重 大资产重组。 证券代码：601111 股票简称：中国国航 公告编号：2025-033 中国国际航空股份有限公司 出售 □放弃优先受让权 □放弃优先认购权 交易事项（可多选） □其他，具体为 ...

证券代码：300911 证券简称：亿田智能 公告编号：2025-063 债券代码：123235 债券简称：亿田转债 浙江亿田智能厨电股份有限公司 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、董事会会议召开情况 浙江亿田智能厨电股份有限公司（以下简称"公司"）第三届董事会第二十 二次会议于 2025 年 7 月 29 日在公司会议室以现场加通讯的方式召开，通知于 会议应出席董事 7 人，实际出席董事 7 人，其中董事孙吉先生、朱国庆先生、沈 海鸥先生、潘士远先生以通讯方式参加会议。公司监事及高级管理人员列席了会 议。本次董事会会议的召集、召开及表决程序符合《公司法》《公司章程》及《董 事会议事规则》等相关规定。 二、董事会会议审议情况 经与会董事认真审议，形成如下决议： （一）审议通过了《关于向控股股东借款暨关联交易的议案》 为满足浙江亿田智能厨电股份有限公司（以下简称"公司"）资金需求，提 高融资效率，降低融资成本，公司拟向控股股东浙江亿田投资管理有限公司申请 借款额度人民币 50,000 万元，借款期限为 12 个月（自实际放款之日起算），利 息自借 ...

Group 1 - The company held a special meeting of independent directors on July 28, 2025, to discuss a proposed investment cooperation agreement and related party transactions [1] - Green Energy International Limited plans to invest in the construction of a solar and energy storage station at Brother Mining SASU, with an expected scale of 18MW for solar and 20MW/20MWh for energy storage [1] - The project will have a 10-year cooperation period with a phased decreasing pricing model, with an estimated total electricity payment of approximately $48.06 million over the 10 years [1] Group 2 - The related party transaction adheres to objective and reasonable principles, with strict compliance to legal regulations and company policies, ensuring fair pricing and no harm to the interests of the company or its shareholders [2] - The voting results for the transaction were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [2]

Core Viewpoint - Dahua Intelligent has been under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure, following previous regulatory penalties related to financial misconduct and inflated profits [1][3]. Financial Misconduct - The company was previously penalized for failing to disclose significant contracts and related financial assistance, resulting in a total profit inflation exceeding 10 million yuan in the 2022 and 2023 annual reports [1][3]. - Dahua Intelligent's subsidiary, Fujian Fumi Technology Co., Ltd., was involved in undisclosed transactions amounting to 1.4 billion yuan and a 7.95 billion yuan contract for financial assistance, which were not reported [3][4]. - The company has adjusted 12 financial reports, reducing cash holdings by 360 million yuan and net profits for 2021 to 2023 by 6.85 million yuan, 5.92 million yuan, and 6.01 million yuan respectively [4]. Financial Performance - Dahua Intelligent has reported a continuous decline in net profits, with a total loss of approximately 3.49 billion yuan from 2018 to 2024 [6][7]. - The company expects a net loss of 55 million to 75 million yuan for the first half of the current year, primarily due to ongoing losses from Fumi Technology and high fixed asset depreciation [4][9]. - The company has been in a state of financial distress, with a cumulative loss of nearly 3.5 billion yuan over seven years, indicating a significant operational challenge [7][8]. Business Strategy and Acquisitions - Dahua Intelligent has engaged in aggressive acquisitions since 2013, expanding into various sectors including third-party payment and financing leasing [7][8]. - Despite initial growth from acquisitions, the company faced substantial losses, particularly from its investment in Runxing Leasing, which led to significant asset write-downs [8][9]. - The company has attempted to divest non-core financial assets to mitigate losses, including the sale of its subsidiary Beijing Huitong and other financial interests [9].

Core Viewpoint - Dahua Intelligent is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws, following previous regulatory penalties related to financial misconduct and inflated profits [1][2][3]. Group 1: Regulatory Issues - The company was previously penalized for failing to disclose significant contracts and related financial support, resulting in inflated profits exceeding 10 million yuan in its 2022 and 2023 annual reports [1][2]. - Dahua Intelligent's stock price fell by 9.92% to 4.45 yuan per share following the announcement of the investigation [1]. - The investigation is linked to prior penalties imposed in December 2024, where the company was found to have engaged in undisclosed related party transactions and inflated profits [2][3]. Group 2: Financial Performance - Dahua Intelligent has reported a continuous decline in net profits, with a total loss of approximately 3.49 billion yuan from 2018 to 2024 [5]. - The company expects a net loss of 55 million to 75 million yuan for the first half of this year, primarily due to ongoing losses from its subsidiary, Fujian Fumi Technology Co., Ltd. [3][5]. - The company has adjusted 12 financial reports, resulting in significant reductions in reported cash and net profits for the years 2021 to 2023 [3]. Group 3: Business Strategy and Acquisitions - Dahua Intelligent has engaged in aggressive acquisitions since 2013, expanding into various sectors, including third-party payment and financial leasing [5][6]. - Despite initial growth from these acquisitions, the company has faced substantial losses, particularly from its investment in Runxing Leasing, which led to significant asset impairments [7]. - The company has attempted to divest from underperforming assets, including the sale of its stakes in Runxing Leasing and other financial entities [7][8].

Core Viewpoint - A tragic accident occurred at the China Gold Group Inner Mongolia Mining Co., resulting in the death of six students during a field trip, leading to significant financial repercussions for Zhongjin Gold Corporation, which saw its stock drop over 5% and a market value loss exceeding 5 billion yuan [2][3]. Group 1: Incident Details - Six students fell into a flotation tank due to a grid plate falling off during a visit to the Inner Mongolia Mining Co. [2] - Zhongjin Gold confirmed the incident and expressed apologies, with its stock price declining significantly in the following days [2][3]. - The Inner Mongolia Mining Co. contributes approximately 60% of Zhongjin Gold's profits and has been a critical part of its mining operations [2][10]. Group 2: Company Structure and Financials - Zhongjin Gold, established in 2000, is a major player in the gold industry and is 45.84% owned by the China Gold Group [3][4]. - The company reported a revenue of 65.56 billion yuan and a net profit of 3.386 billion yuan for 2024, with significant contributions from mining and smelting operations [4][10]. - The Inner Mongolia Mining Co. generated 5.915 billion yuan in revenue and 2.28 billion yuan in net profit in 2024, highlighting its importance to Zhongjin Gold's overall financial health [10]. Group 3: Related Transactions and Governance Issues - Zhongjin Gold's sales to related parties accounted for 68.11% of its total sales, raising concerns about dependency on related transactions [5][7]. - Several high-ranking officials from the China Gold Group have faced disciplinary actions, indicating potential governance issues within the organization [6][7]. - The company has previously stated intentions to reduce competition and related transactions among its subsidiaries [7].