中信证券股份有限公司 关于四川安宁铁钛股份有限公司 控股股东、实际控制人为本次重大资产重组提供支持 暨关联交易的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为四川安 宁铁钛股份有限公司（以下简称"安宁股份"或"公司"）2022 年度向特定对象 发行 A 股股票的保荐人，根据《证券发行上市保荐业务管理办法》《深圳证券交 易所股票上市规则》《深圳证券交易所上市公司自律监管指引第 1 号——主板上 市公司规范运作》《深圳证券交易所上市公司自律监管指引第 13 号——保荐业 务》及《深圳证券交易所上市公司自律监管指引第 7 号——交易与关联交易》等 法律法规的要求，对安宁股份控股股东、实际控制人为本次重大资产重组提供支 持暨关联交易的事项进行了核查，现将核查情况及核查意见说明如下： 一、关联交易情况概述 安宁股份拟以支付现金的方式取得攀枝花市经质矿产有限责任公司（以下简 称"经质矿产"）100%股权（以下简称"本次重组"或"本次重大资产重组"）。 有关议案。 目前，经质矿产及其子公司会理县鸿鑫工贸有限责任公司（以下简称"鸿鑫 工贸"）、攀枝花市立宇矿业有限公司（以下简称"立宇矿业"，经质矿产、 ...

Core Points - Shanghai Zhenhua Heavy Industries Co., Ltd. (referred to as Zhenhua Heavy Industry) held its 14th meeting of the 9th Board of Directors on July 22, 2025, where all 10 directors were present and unanimously approved several proposals [1][2]. Group 1: Board Decisions - The board approved the proposal to cancel the Supervisory Board, which will be submitted for shareholder meeting approval [1][2]. - A proposal to amend the Articles of Association was also approved, pending shareholder meeting approval [1][2]. - The board agreed to revise the Rules of Procedure for Shareholders' Meetings, which will require shareholder approval [2]. - The board approved the revision of the Rules of Procedure for Board Meetings, also pending shareholder approval [2]. - The board nominated Mr. Yu Fang as an independent director candidate for the 9th Board of Directors, subject to Shanghai Stock Exchange review and shareholder approval [2][3]. - A proposal regarding the transfer of all equity in China Communications Construction Company’s photovoltaic business, which constitutes a related party transaction, was approved, with related directors abstaining from voting [2][3]. Group 2: Upcoming Events - The board agreed to convene the first temporary shareholders' meeting of 2025, with specific details to be announced later [3].

Core Viewpoint - Shanghai Zhenhua Heavy Industries (the company) plans to transfer its entire stake in China Communications Photovoltaic Technology Co., Ltd. to China Urban Holdings Group Co., Ltd. for a consideration of RMB 34.3824 million, marking a strategic move to focus on its core business and optimize resource allocation [1][2][16]. Summary by Sections Transaction Overview - The company intends to transfer its entire stake in China Communications Photovoltaic through a non-public agreement, with a transaction price of RMB 34.3824 million [1][2]. - After the transaction, the company will no longer hold any equity in China Communications Photovoltaic [1][2]. - The transaction is classified as a related party transaction but does not constitute a major asset restructuring [1][2]. Board Approval - The transaction was approved by the company's board on July 22, 2025, with related directors abstaining from voting [3][16]. - The transaction does not require approval from the shareholders' meeting [3][16]. Financial Details - The book value of the stake being sold is RMB 34.7657 million, indicating a loss of RMB 0.3833 million on the transaction [2][9]. - The transaction price is based on an asset valuation report, which assessed the equity value at RMB 103.624 million, resulting in a valuation increase of RMB 2.662 million, or 2.64% [9][12]. Buyer Information - The buyer, China Urban Holdings Group, is a state-controlled enterprise with a registered capital of RMB 744.3265 million and is not listed as a dishonest executor [4][5]. - The company has a strong financial standing, with total assets of RMB 11.381 billion and total liabilities of RMB 7.500 billion as of the latest audited financial data [5]. Impact on the Company - The transaction is expected to have no adverse effects on the company's financial status or operational results, as it aligns with the company's strategy to focus on its main business [16]. - There will be no changes in management or personnel as a result of this transaction [16]. Related Transactions - In the past 12 months, the company has not engaged in any other related transactions with the same party that exceeded RMB 30 million or 5% of the latest audited net assets [3][16].

Core Points - The company is preparing for a shareholder meeting scheduled for July 31, 2025, to discuss the acceptance of state-owned capital budget funds and related transactions [1][9][10] - The meeting will ensure the rights of all shareholders are protected and will follow legal regulations to maintain order and efficiency [1][2] Meeting Procedures - Attendees must arrive 30 minutes early for registration and verification of their participation rights [2] - Only authorized personnel, including shareholders, their proxies, and company officials, are allowed to enter the meeting [2][4] - The meeting will follow a specific agenda, allowing shareholders to express their opinions and vote on proposals [3][6] Voting Process - Voting will be conducted through both on-site and online methods, with results published after the meeting [4][6] - Shareholders must indicate their voting preferences as "agree," "disagree," or "abstain," with any unmarked or incorrectly marked ballots considered as abstentions [8][10] Financial Proposal - The company will receive a special allocation of 400 million yuan from its controlling shareholder, which will be used for the development and industrialization of electronic specialty gas products [9][10] - The funds will initially be provided as a entrusted loan, with the possibility of conversion to equity investment when conditions allow [10]

证券代码：601107 证券简称：四川成渝 公告编号：2025-029 债券代码：241012.SH 债券简称：24 成渝 01 债券代码：102485587 债券简称：24 成渝高速 MTN001 四川成渝高速公路股份有限公司 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法律责任。 一、监事会会议召开情况 （一）四川成渝高速公路股份有限公司（"公司""本公司"）第八届监事 会第二十八次会议于 2025 年 7 月 17 日在四川省成都市武侯祠大街 252 号本公司 住所二楼 223 会议室以现场及通讯表决相结合的方式召开。 （二）会议通知、会议资料已于 2025 年 7 月 8 日以电子邮件和专人送达方 式发出。 （三）出席会议的监事应到 4 人，实到 4 人。 （四）会议由监事李桃女士（代行监事会主席职务）主持，公司董事会秘书 及财务总监列席了会议。 （五）会议的召开符合《公司法》和本公司《公司章程》的有关规定。 二、监事会会议审议情况 会议审议通过了如下议案： 审议通过了《关于审查同意投资成雅高速公路扩容项目暨关联交易的议案》 ...

证券代码：600039 证券简称：四川路桥 公告编号：2025-078 四川路桥建设集团股份有限公司 第八届监事会第四十五次会议决议的公告 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法律责任。 （二）本次监事会于 2025 年 7 月 18 日在公司以现场结合通讯方式召开，会 议通知于 2025 年 7 月 14 日以书面、电话的方式发出。 （三）本次监事会应出席人数 6 人，实际出席人数 6 人。其中监事谭德彬、 赵帅、刘胜军、李亚舟以通讯方式参会。 （四）本次监事会由监事会主席黄卫主持，公司部分高级管理人员列席了会 议。 二、监事会会议审议情况 （一）审议通过了《关于下属施工企业参股投资 G5 京昆高速公路成都至雅 安段扩容工程的关联交易议案》 会议同意公司下属施工企业四川公路桥梁建设集团有限公司（以下简称路桥 集团）、四川省交通建设集团有限责任公司（以下简称交建集团）以参股的方式， 与中国华西企业股份有限公司及公司关联方四川成渝高速公路股份有限公司、四 川高路信息科技有限公司组成联合体，参与 G5 京昆高速公路成都至雅安段扩容 ...

Core Viewpoint - The announcement details a related party transaction involving the sale of 4,383 tons of early indica rice by the subsidiary of Jin Jian Rice Industry to Hunan Provincial Reserve Grain Management Company, which is a wholly-owned subsidiary of Hunan Agricultural Group [1][2][3] Summary by Sections 1. Overview of Related Party Transaction - Jin Jian Reserve Grain Company will sell 4,383 tons of early indica rice to Hunan Provincial Reserve Grain Company as part of the provincial reserve grain rotation business, with the transaction amount not exceeding RMB 11,658,780 [2][10] - This transaction is classified as a related party transaction but does not constitute a major asset restructuring as per relevant regulations [2][3] 2. Approval Process - The transaction was approved during the 42nd meeting of the 9th Board of Directors held on July 22, 2025, and does not require shareholder approval [3][13] 3. Previous Related Party Transactions - In the past 12 months, the company has engaged in three other related party transactions, including a packaging oil rotation agreement and an asset swap with other related parties, all of which were approved by the Board or shareholders [2][4][5] 4. Related Party Information - Hunan Provincial Reserve Grain Company, established on March 22, 2018, is a wholly-owned subsidiary of Hunan Agricultural Group, which is the indirect controlling shareholder of the company [5][8] - As of June 30, 2025, Hunan Provincial Reserve Grain Company reported total assets of RMB 394,490.94 million and total liabilities of RMB 334,804.74 million, with a net asset of RMB 59,686.20 million [9] 5. Transaction Details - The rice will be sold at a warehouse delivery price of RMB 2,660 per ton, with the delivery scheduled before October 31, 2025 [10][11] - The quality of the rice must meet national standards, and the subsidiary is responsible for any losses or damages if the quality does not meet the required standards [11][12] 6. Impact on the Company - The transaction is expected to enhance resource allocation efficiency and will be conducted at government-approved prices, ensuring no harm to the interests of the company or its shareholders [10][13]

Core Viewpoint - Zhejiang Oulun Electric Co., Ltd. has received the first round of inquiry from the Beijing Stock Exchange, focusing on issues such as corporate governance, financial internal control, sustainability of performance growth, and necessity of fundraising projects [2][5]. Group 1: Company Overview - Oulun Electric is primarily engaged in the research, design, manufacturing, sales, and service of environmental adjustment equipment, with main products including dehumidifiers, mobile air conditioners, vehicle refrigerators, and air source heat pumps [5]. - The company's revenue grew from 972 million yuan in 2022 to 1.623 billion yuan in 2024, while net profit increased from 92 million yuan to 207 million yuan during the same period, indicating a continuous growth trend [5]. Group 2: Related Party Transactions - A foreign company named "BUBLUE," which became Oulun Electric's third-largest customer in 2022, had a transaction amount of 32.2864 million yuan with the company. However, within a year, BUBLUE returned 945 commercial dehumidifiers to Oulun Electric and was subsequently dissolved in 2024 [5]. - The actual controller of BUBLUE, Chen Qian, is the son of Oulun Electric's actual controller, Chen Xianyong. BUBLUE was established in 2021 and faced challenges such as the pandemic and high shipping costs, leading to sales falling short of expectations [5]. Group 3: Financial Compliance Issues - Oulun Electric has been noted for several financial compliance issues, including the use of personal bank accounts for transactions, fund occupation, third-party repayments, accounting errors, and inadequate financial accounting systems. The cumulative amount of third-party repayments over the past three years reached 153 million yuan [6].

Meeting Details - The fifth extraordinary general meeting of shareholders will be held on July 30, 2025, at 9:30 AM [1] - Voting will be conducted both on-site and online, with specific time slots for each [1] - The meeting will take place in the conference room 1605 of the company [1] Agenda of the Meeting - The meeting will start with the announcement of attendees and their voting rights [2] - Shareholders will review and vote on the proposed agenda items [2] - The results of the voting will be announced after a break for counting [2] Proposal for Increased Related Party Transactions - The company plans to increase the estimated amount for related party transactions for 2025, based on actual execution and operational needs [3][4] - The independent directors approved the proposal with a unanimous vote of 3 in favor [2][3] - The increase in related party transactions is deemed necessary for normal business operations and will not harm the interests of the company or its shareholders [4][10] Details of Related Party Transactions - The total estimated amount for related party transactions is set to increase to 89,940 million RMB [6] - Specific increases include 49,000 million RMB for coal procurement and 700 million RMB for packaging materials [6][7] - The transactions are based on market pricing principles and are expected to enhance operational efficiency and product sales [9][10] Proposal for Increased Guarantee Limits - The company proposes to increase the guarantee limits for certain subsidiaries to ensure stable operations and meet funding needs for 2025 [11] - The total guarantee limit for the wholly-owned subsidiary, Inner Mongolia Chemical Sodium Industry Co., Ltd., will be increased to 900 million RMB [11] - The board of directors unanimously agreed on the proposal, which requires shareholder approval [11][14] Financial Overview of Subsidiaries - The financial data for the subsidiaries indicates a total asset value of 116,962.95 million RMB and a net profit of 5,936.14 million RMB for the most recent period [13] - The proposed guarantees are considered manageable within the company's financial framework, with no overdue guarantees reported [14][15]

中国经济网北京7月22日讯海通发展（603162）(603162.SH)昨晚披露《2025年度向特定对象发行A股股 票预案》，本次发行的发行对象为大云溟投资、大岚投资，发行对象以现金方式认购。大云溟投资、大 岚投资系公司控股股东、实际控制人曾而斌控制的关联方。 | 序号 | 项目 | 投资总额 | 拟使用募集资金金额 | | --- | --- | --- | --- | | | 干散货船购置项目 | 26.940.00 | 21.000.00 | | | 合计 | 26,940.00 | 21,000.00 | 本次向特定对象发行A股股票的发行对象为大云溟投资、大岚投资，系公司控股股东、实际控制人曾而 斌控制的关联方，发行对象与公司构成关联关系，因此本次发行构成关联交易。 截至预案公告日，公司总股本为92,521.0928万股。本次发行前，公司控股股东、实际控制人曾而斌直接 持有公司58.10%的股份。按照本次向特定对象发行A股股票数量的上限计算，本次发行完成后，公司总 股本数量将由92,521.0928万股变更为95,521.0928万股，控股股东、实际控制人曾而斌及其一致行动人持 有公司股份占发行后公司 ...