二、专业投资机构的基本情况 企业名称：音波迭代私募基金管理（上海）有限公司 企业类型：有限责任公司（自然人投资或控股） 统一社会信用代码：91310000MADNUYAR2T 法定代表人：迮钧权 成立时间：2024 年 6 月 19 日 证券简称：劲嘉股份 证券代码：002191 公告编号：2025-049 深圳劲嘉集团股份有限公司 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、概述 深圳劲嘉集团股份有限公司（以下简称"公司"或"劲嘉股份"）于 2025 年 6 月 22 日召开了第七届董事会 2025 年第四次会议，审议通过了《关于与关联人共 同投资暨关联交易的议案》。为提升公司战略布局能力与优化资源配置，公司拟 与公司董事廖朝晖、专业投资机构音波迭代私募基金管理（上海）有限公司（以 下简称"音波迭代"）及其他合伙人共同投资设立上海音波迭代创业投资企业（有 限合伙）（暂定名，以工商登记核准为准，以下简称"合伙企业"），合伙企业合 伙份额为人民币 30,000 万元，首期募集规模为人民币 8,100 万元，公司拟作为有 限合伙人以自有资金认缴合伙企业合伙份额人 ...

天合光能股份有限公司 天合光能股份有限公司 2025 年第三次临时股东会会议材料 天合光能股份有限公司 天合光能股份有限公司 2025 年第三次临时股东会会议材料 天合光能股份有限公司 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会议的顺利 进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》 以及《天合光能股份有限公司章程》《天合光能股份有限公司股东会议事规则》等相关规 定，特制定 2025 年第三次临时股东会参会须知。 一、为保证股东会的严肃性和正常秩序，切实维护与会股东（或股东代表）的合法权 益，除出席会议的股东（或股东代表）、公司董事、监事、高级管理人员、见证律师及董 事会邀请的人员外，公司有权依法拒绝其他人员进入会场。 六、本次股东会采取现场投票和网络投票相结合的方式表决，结合现场投票和网络投 票的表决结果发布股东会决议公告。 七、公司聘请北京市金杜律师事务所上海分所律师列席本次股东会，并出具法律意见。 八、股东（或股东代表）参加股东会会议，应当认真履行其法定义务，会议开始后请 将手机铃声置于无声状态，尊重和维护其他股东合法权益，保障大会的正常秩序。对 ...

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。 证券代码：002855 证券简称：捷荣技术 公告编号：2025-031 东莞捷荣技术股份有限公司 一、本次关联交易基本情况 （一）本次关联交易概述 为了提高融资效率，满足日常生产经营的资金需求，东莞捷荣技术股份有限 公司（以下简称"公司"）的全资子公司捷荣模具工业（香港）有限公司（以下简 称"香港捷荣"）拟接受公司的控股股东捷荣科技集团有限公司（以下简称"捷荣 集团"）不超过1,500万港元的财务资助，期限自本事项经公司董事会审议通过之 日起不超过12个月，利率不高于捷荣集团注册地中国香港市场的同期银行贷款利 率。香港捷荣根据实际情况可以在前述期限及额度内循环使用，可以提前还款。 公司分别于2024年8月22日、2024年9月10日召开第四届董事会第八次会议审 议和2024年第四次临时股东大会审议通过了《关于全资子公司接受财务资助暨关 联交易的议案》，同意香港捷荣接受捷荣集团不超过5,000万港元的财务资助；并 于2025年5月20日召开第四届董事会第十五次会议审议通过了《关于全资子公司 接受财务资助暨关联交易的 ...

湖南华升股份有限公司董事会 关于本次交易是否构成重大资产重组、关联 交易及重组上市的说明 营业收 入 注：1、公司 2024 年度相关数据已经审计，标的公司 2024 年度相关数据未 经审计；2、净资产额为归属于母公司所有者净资产。 待标的公司的审计、评估工作完成后，公司将根据标的公司经审 计后的数据以及本次交易的最终定价情况，按《上市公司重大资产重 组管理办法》规定计算，并在重组报告书（草案）中予以披露，预计 不会改变本次交易构成重大资产重组的实质。 湖南华升股份有限公司（以下简称"公司"）拟通过发行股份及支 付现金的方式向白本通、张利民等 28 名交易对方（以下简称"交易对 方"）购买深圳易信科技股份有限公司（以下简称"交易标的"或"标的 公司"）100%股份，并向公司控股股东湖南兴湘投资控股集团有限公 司（以下简称"兴湘集团" ）发行股份募集配套资金（以下简称"本次 重组"或"本次交易"） 一、本次交易构成重大资产重组 根据《上市公司重大资产重组管理办法》第十二条及第十四条的 规定，本次交易预计构成重大资产重组，具体情况如下： 单位：万元 计算指标（财务 | 财务指 | | 标的公 | | | | | ...

Core Viewpoint - The company is preparing for its 2024 Annual General Meeting (AGM) and has outlined the voting procedures, key agenda items, and financial reports to be discussed and approved by shareholders [1][2][3]. Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's trading system or the internet voting platform, with specific time slots designated for voting on the day of the AGM [1][2]. - The first voting result will be considered valid in case of duplicate votes through different platforms [2]. Financial Reports - The company has prepared its 2024 Annual Report and its summary, which will be presented for approval at the AGM [3][5]. - The 2024 financial report indicates a decline in net profit by 12.99% to 4.63 billion yuan, with earnings per share dropping by 12.77% to 0.41 yuan [14][15]. Business Performance - The company reported a total international air freight volume of 34,500 TEUs, a significant increase from 18,200 TEUs in 2023 [14]. - The international sea freight volume reached 842,700 TEUs, up from 819,300 TEUs year-on-year, with a gross profit margin of 11.88% [15][16]. Governance and Management - The board of directors consists of five members, including three independent directors, and has established various committees to enhance governance [6][9]. - The board has held seven meetings in 2024, ensuring compliance with legal and regulatory requirements [6][7]. Budget and Financial Planning - The company has set a target of 130,000 TEUs for the China-Europe Railway Express in 2025 and plans to invest 310 million yuan in fixed assets [18][19]. - The proposed profit distribution for 2024 includes a cash dividend of 2.9 yuan per share, totaling approximately 379.62 million yuan [20]. Related Transactions - The company plans to enter into a financial services agreement with China Logistics Group Financial Co., Ltd., which is considered a related party transaction due to shared ownership [21][22]. - The agreement includes provisions for deposit services and credit facilities, with a maximum deposit limit of 1 billion yuan [23][24].

Overview - The company, Zhejiang Chenfeng Technology Co., Ltd., plans to sell idle assets to improve liquidity and reduce maintenance costs, which includes selling vehicles to a related party and machinery to another company [1][3]. Asset Sale Details - The company intends to sell 6 idle vehicles to Haining Qiujing Investment Co., Ltd. and 53 idle machinery units to Haining Jinmao Hardware Co., Ltd. The total expected sale price is approximately 8.1461 million yuan (including tax), with an estimated disposal gain of about 3.6238 million yuan [3][6]. - The sale of the idle vehicles has a book value of 670,600 yuan and is expected to be sold for 1,721,100 yuan, representing a premium of 156.65% over the book value [6][7]. - The idle machinery has a book value of 2,914,500 yuan and is expected to be sold for 6,425,000 yuan, also indicating a significant premium [7][8]. Financial Impact - The total disposal gains from this transaction, combined with previous asset disposals in the last 12 months, are projected to exceed 10% of the company's latest audited net profit [9]. - The company has reported a net profit of 1,740,900 yuan for the last period, indicating that the expected gains from asset disposals will positively impact the current profit [9]. Related Party Transactions - The transaction involves related parties, specifically Haining Qiujing Investment Co., Ltd., which is controlled by a family member of a company director. However, this transaction does not constitute a major asset restructuring as per regulatory definitions [3][4]. - The company has ensured that the transaction adheres to legal and regulatory requirements, maintaining transparency and fairness for minority shareholders [8][9]. Approval Process - The asset disposal proposal has been approved by the company's independent directors and board of directors, with no objections raised during the voting process [10].

Core Viewpoint - Baoxin Technology's planned acquisition is facing challenges as the deal has been unilaterally terminated by the counterparty, Jiangsu Yingsu, due to unresolved issues and lack of payment [3][4][10]. Group 1: Acquisition Details - Baoxin Technology's subsidiary, Zhejiang Yingsu, intended to acquire 40% of Yingsu Integrated Circuit Equipment Co., Ltd. for 320 million yuan, but the deal was halted by Jiangsu Yingsu [3][5]. - The acquisition funds were supposed to come from the registered capital of Zhejiang Yingsu, which was established with a total capital of 320 million yuan, contributed by Baoxin Technology and its partners [5][6]. - The acquisition process required multiple payments, starting with an initial payment of 30 million yuan within 10 working days of the agreement's effectiveness [8][9]. Group 2: Financial Context - Baoxin Technology has been experiencing financial difficulties, with revenues declining from 684 million yuan in 2022 to 336 million yuan in 2024, and net profits showing significant losses [11]. - The company reported a net profit of -193 million yuan in 2023 and -767 million yuan in 2024, indicating a severe downturn in profitability [11]. Group 3: Stakeholder Dynamics - The actual controller of both Zhejiang Yingsu and Jiangsu Yingsu, Fu Zhiwei, has not prepared the necessary funds for the acquisition, leading to complications in the transaction [6][7]. - The delay in payment and the subsequent termination of the deal raise concerns about the operational and financial stability of Zhejiang Yingsu, as the registered capital was intended for business operations and investments [7][10].

Meeting Details - The meeting was held on June 20, 2025, at 15:00 [3] - The location of the meeting was at the Metro Design Building, Guangzhou [4] - The meeting combined on-site voting and online voting [5] - The meeting was convened by the Board of Directors of Guangzhou Metro Design Institute Co., Ltd. [6] - The meeting was presided over by Chairman Wang Dijun [7] - A total of 408,326,898 shares with voting rights were represented at the meeting [8] Proposal Voting Results - The proposal regarding the issuance of shares for asset acquisition and fundraising was approved, requiring a two-thirds majority of the voting rights present [10][12] - The proposal for the specific plan of issuing shares for asset acquisition was also approved, with similar voting requirements [12][13] - Multiple specific proposals related to the asset acquisition, including pricing and issuance details, were approved with over two-thirds majority [13][14][15] - The proposal for signing a conditional share purchase agreement was approved [22] - The proposal regarding performance commitment and compensation agreement was approved [24] - The proposal confirming the transaction as a related party transaction was approved [26] - The proposal stating that the transaction does not constitute a major asset restructuring was approved [28] - The proposal confirming compliance with relevant regulations for major asset restructuring was approved [30] - The proposal regarding the independence of the evaluation agency was approved [48] - The proposal for the authorization of the Board of Directors to handle related matters was approved [60] Legal and Documentation - The meeting was witnessed by lawyers from Beijing Zhonglun (Guangzhou) Law Firm, confirming the legality of the meeting procedures and results [61] - Documents related to the meeting, including resolutions and legal opinions, are available for review [62]

Core Viewpoint - The announcement details the change in related party transactions for Shanghai Jinfeng Wine Industry Co., Ltd. for the year 2025, specifically the transition of the related party from Mingyue Quansheng Wine Development Co., Ltd. to Guangming Wine Industry (Shanghai) Co., Ltd. due to business adjustments within the controlling shareholder's supply chain management company [2][12]. Group 1: Change in Related Party Transactions - The company approved a daily related party transaction limit of up to 40 million yuan with Mingyue Quansheng at the 2024 annual shareholders' meeting [2][11]. - Due to business adjustments, the related party for transactions will change from Mingyue Quansheng to Guangming Wine Industry effective July 1, 2025, while the transaction amount and content remain unchanged [2][12]. - The board meeting on June 20, 2025, confirmed the change, with independent directors reviewing and approving the transaction, ensuring no harm to the company's interests or those of minority shareholders [3][8]. Group 2: Financial and Operational Details - Guangming Wine Industry was established on February 7, 2012, with a registered capital of 13 million yuan, fully owned by the controlling shareholder, the Shanghai Sugar and Wine Group [5]. - In 2024, Guangming Wine Industry reported revenue of 751,123.89 yuan and a total profit of 6,991.64 yuan, with total assets of 390,401.3 yuan and total liabilities of 9,201,243.06 yuan, resulting in a negative net asset of -8,810,841.76 yuan [5]. - The company maintains a strong ability to fulfill obligations and is not listed as a dishonest executor, indicating a stable operational capacity for the upcoming transactions [6]. Group 3: Transaction Terms and Impact - The main products sold to Guangming Wine Industry include the core brands Shikumen, Hejiu, and Jinsenianghua, with pricing based on distributor costs and general commercial terms [7]. - The change in related party does not affect the company's independence or its main business operations, ensuring that the company does not become dependent on the related party for its operations [8].

Group 1 - The company held its 13th meeting of the 5th Board of Directors on June 20, 2025, with all 9 directors present, discussing various proposals [2][4][12] - The Board approved a proposal for a joint investment with related parties, which requires further approval from the shareholders' meeting [4][6][19] - The company plans to establish a wholly-owned subsidiary, Sichuan Zhongxing Mycology Technology Co., Ltd., to implement a project with a total investment of approximately 700 million RMB [16][21] Group 2 - The company will hold its first temporary shareholders' meeting of 2025 on July 7, 2025, to discuss the proposals approved by the Board [7][30][31] - The meeting will allow both on-site and online voting, ensuring compliance with relevant laws and regulations [33][34][39] - Shareholders must register by July 2, 2025, to participate in the meeting [35][41] Group 3 - The company has adjusted its guarantee limits for subsidiaries, reallocating a guarantee of 30 million RMB from Shandong Zhongxing to Anhui Zhongxing [48][50] - Anhui Zhongxing has signed a loan agreement for 30 million RMB with China Construction Bank, with the company providing a joint liability guarantee [51][60] - The total external guarantees provided by the company amount to approximately 1.32 billion RMB, representing 39.79% of the company's audited net assets [59]