Core Viewpoint - Gansu Jiugang Group Hongxing Steel Co., Ltd. plans to apply for a borrowing limit of up to 6 billion yuan from its controlling shareholder, Jiuquan Steel Group, to meet operational funding needs and improve financing efficiency [1][2]. Summary by Sections 1. Overview of Related Transactions - The company intends to borrow up to 6 billion yuan from Jiuquan Steel Group, with a borrowing term of 3 years and a borrowing rate not exceeding that paid by Jiuquan Steel Group to financial institutions [1][4]. - This transaction constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [1]. 2. Board Meeting Voting Situation - The proposal for borrowing was approved at the 23rd meeting of the 8th Board of Directors, with non-related directors voting unanimously in favor, while related directors abstained from voting [2][5]. 3. Related Party Introduction - Jiuquan Steel Group holds 3,682,519,928 shares of the company, accounting for 58.79% of the total share capital, thus qualifying as a related party [2]. 4. Financial Data of Jiuquan Steel Group - As of June 30, 2025, Jiuquan Steel Group reported total assets of 129.973 billion yuan and net assets of 39.31 billion yuan, with a revenue of 43.265 billion yuan and a net profit of 1.265 billion yuan for the year 2024 [3][4]. 5. Pricing Policy and Basis for Related Transactions - The borrowing from the related party is aimed at meeting the company's funding needs, enhancing financing efficiency, and reducing costs, with fair pricing that does not harm the interests of the company or its shareholders [4]. 6. Impact of Related Transactions on the Company - The borrowing is expected to support daily operations, improve financing efficiency, optimize debt structure, and enhance liquidity and risk resistance, reflecting the controlling shareholder's support for the company [4]. 7. Approval Procedures for Related Transactions - The independent directors held a special meeting to review the proposal, which was subsequently approved by the Board of Directors and the Supervisory Board [5][6].

Core Points - The independent directors of Zhejiang Crystal Optoelectronics Technology Co., Ltd. held their first special meeting of the seventh board on September 4, 2025, and unanimously agreed to waive the notice period requirement [1] - The meeting was convened and presided over by Mr. Zhang Hongwang, with all four independent directors present [1] - The meeting approved the proposal regarding the purchase of equipment assets and related transactions, with a unanimous vote of 4 in favor, 0 against, and 0 abstentions [1] Summary of Related Content - The proposed related transaction involves the purchase of coating equipment from Japan's Guangchi, which is deemed a normal commercial transaction [1] - The pricing of the transaction adheres to principles of openness, fairness, justice, and marketization, ensuring that the transaction price is fair and reasonable [1] - The independent directors believe that this related transaction will positively impact the company's production and operations, enhancing the sustainability of its consumer electronics business and aligning with the interests of all shareholders and the company's long-term development strategy [1]

亚振家居股份有限公司 会议材料 二〇二五年九月十二日 亚振家居股份有限公司 2025 年第三次临时股东大会材料 目 录 一、 会议须知·························· 1 二、 会议议程·························· 3 三、 2025 年第三次临时股东大会议案·············· 4 议案一：关于取消监事会、修订《公司章程》及其附件与相关制度并 办理工商变更登记的议案···················· 4 议案二：关于修订《关联交易管理办法》的议案·········· 5 议案三：关于修订《独立董事工作制度》的议案·········· 6 议案四：关于聘任 2025 年度会计师事务所的议案·········· 7 《中华人民共和国证券法》、中国证监会《上市公司股东会规则》 《亚 振家居股份有限公司章程》(以下简称"《公司章程》")和《股东大会议事规则》 等规定，特制定本须知。 一、为保证本次大会正常进行，除出席现场会议的股东及股东代理人（以下 简称"股东"）、董事、监事、高级管理人员、公司聘请的律师及公司董事会认 可的人员以外，公司有权依法拒绝其他人士 ...

Core Viewpoint - The company, Huizhou Intelligent, announced the acquisition of fund shares from a related party, which will not significantly impact its financial status or operations [2][4]. Group 1: Transaction Details - Huizhou Intelligent's subsidiary, Xuzhou Runxi Management Consulting Partnership, plans to acquire part of the fund shares from Li Wenlu, a limited partner in the Lingben Yunhua Fund, at a price of 1.89 yuan per share, totaling 17.0271 million yuan [2]. - After the transaction, Xuzhou Runxi will hold 9.78% of the Lingben Yunhua Fund's total paid-in capital, amounting to 9 million shares [2]. - The transaction is classified as a financial asset measured at fair value, with changes recorded in the current profit and loss, and will not be consolidated into the company's financial statements [2]. Group 2: Board Approval and Related Party Transactions - The board of directors approved the transaction with a unanimous vote, and the related party, Wu Changxia, abstained from voting [3]. - The limited partners involved in the Lingben Yunhua Fund include companies related to the company's major shareholders and directors, indicating a joint investment with professional investment institutions [3]. Group 3: Financial Impact and Legal Considerations - The transaction is based on market prices and is deemed fair, with no harm to the company's interests [4]. - The funding for the transaction will come from the company's own or self-raised funds, and it is expected to have no significant adverse effects on the company's financial or operational status [4]. - The company is under investigation by the China Securities Regulatory Commission for alleged information disclosure violations, which may allow affected investors to seek compensation [4]. Group 4: Company Activities - Huizhou Intelligent has participated in 9 bidding projects and holds 126 trademark registrations and 73 patents [5].

Core Viewpoint - Zhongcheng Import and Export Co., Ltd. (referred to as "Zhongcheng" or "the Company") announced a restructuring plan to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. (referred to as "Zhongji Jiangsu") for 151 million yuan, with an additional fundraising of up to 151 million yuan to support related projects and working capital [1] Group 1: Acquisition Details - The transaction involves Zhongcheng issuing shares to purchase Zhongji Jiangsu from China National Technical Import and Export Corporation (referred to as "China Technical Import and Export"), which is indirectly controlled by the Company's major shareholder, General Technology Group [1] - The acquisition price is set at 151 million yuan, and the Company plans to raise matching funds not exceeding the same amount [1] Group 2: Financial Performance of Zhongji Jiangsu - Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, providing energy management services [2] - The projected revenues for Zhongji Jiangsu are 15.4 million yuan for 2023, 37.9 million yuan for 2024, and 22.4 million yuan for the first half of 2025, with net profits of 1.9 million yuan, 15 million yuan, and 4.9 million yuan respectively [2] Group 3: Performance Commitments - The transaction includes performance commitments, with net profit targets for Zhongji Jiangsu set at no less than 10.2 million yuan, 19.3 million yuan, and 19.0 million yuan for the years 2025 to 2027 [4] - If the transaction is completed in 2026, the profit commitments for 2026 to 2028 are set at 19.3 million yuan, 19.0 million yuan, and 18.7 million yuan [4] Group 4: Customer Dependency - Zhongji Jiangsu has a significant reliance on a major client, CATL (Contemporary Amperex Technology Co., Limited), with revenue contributions of 99.72%, 91.96%, and 85.15% from CATL and its subsidiaries over the specified periods [4] - The Company has established a strong partnership with CATL, which has facilitated the expansion of energy management services to other subsidiaries [4] Group 5: Strategic Intent - The acquisition represents Zhongcheng's strategic move to enter the energy storage sector, aiming to create a second growth curve [7] - Post-acquisition, Zhongji Jiangsu will become a wholly-owned subsidiary, enhancing Zhongcheng's total assets, net assets, and revenue, thereby improving the net profit attributable to the parent company [7] Group 6: Zhongcheng's Financial Performance - Zhongcheng has experienced fluctuating financial performance, with revenues ranging from 1.184 billion yuan in 2019 to 1.226 billion yuan in 2024, and net profits showing significant losses in several years [8] - The Company reported a net loss of 55.5 million yuan in the first half of 2025, continuing a trend of negative performance in recent years [8]

Core Viewpoint - The company plans to issue shares and pay cash to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group, along with raising supporting funds for the transaction [1][2][3]. Group 1: Transaction Details - The total transaction price for the acquisition is set at 1.600633 billion yuan, with 240 million yuan to be paid in cash and 1.360633 billion yuan in shares [6][19]. - The share issuance price is determined to be 5.22 yuan per share, which is above the minimum required price based on market reference prices [4][5]. - The number of shares to be issued is calculated based on the total share payment amount divided by the share issuance price, resulting in approximately 260.66 million shares [6][19]. Group 2: Fundraising and Use of Proceeds - The company intends to raise up to 1.36 billion yuan through the issuance of shares to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [2][19]. - The raised funds will be used for transaction cash payments, intermediary fees, taxes, and to support the construction of projects within the acquired company [19]. Group 3: Performance Commitments and Compensation Arrangements - The performance commitment period for the acquired company is set for three consecutive fiscal years starting from the year of transfer, with specific profit targets outlined for each year [9][10]. - If the actual net profit does not meet the committed targets, the seller must compensate the company, either through shares or cash [12][13]. Group 4: Regulatory Compliance and Approval - The transaction has been approved by the company's board and is compliant with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][34]. - The transaction does not constitute a major asset restructuring as defined by regulatory standards, as the relevant financial metrics do not exceed 50% of the company's total [22][35]. Group 5: Lock-up Period and Shareholder Rights - Shares acquired by the seller will be subject to a 36-month lock-up period post-transaction completion, with potential extensions based on stock performance [8][20]. - The unallocated profits prior to the transaction will not be distributed until after the acquisition is completed, ensuring that all shareholders benefit from the profits post-acquisition [16].

Group 1 - The company intends to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The transaction is classified as a related party transaction since the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the company's controlling shareholder [1][2] - The transaction does not constitute a major asset restructuring as the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2] Group 2 - The actual controller of the company remains the State-owned Assets Supervision and Administration Commission of the People's Government of Wuhan City before and after the transaction, indicating no change in control [1][2] - The company confirms that there has been no change in its actual controller within the last thirty-six months, thus the transaction does not meet the criteria for restructuring listing as per the relevant regulations [1][2]

Core Viewpoint - The transaction involving Wuhan San Town Industrial Holdings Co., Ltd. to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Construction Investment Development Group does not constitute a major asset restructuring but qualifies as a related party transaction [1][2]. Summary by Sections Major Asset Restructuring - The transaction does not meet the criteria for a major asset restructuring as defined by the "Major Asset Restructuring Management Measures" since the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2]. Related Party Transaction - The transaction is classified as a related party transaction because the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the controlling shareholder of the listed company, and the target company is a wholly-owned subsidiary of the counterparty [2]. Restructuring Listing - The transaction does not constitute a restructuring listing as the actual controller of the listed company remains the Wuhan Municipal Government State-owned Assets Supervision and Administration Commission before and after the transaction, and there has been no change in control within the last thirty-six months [2].

Group 1 - The company will hold its first extraordinary general meeting of shareholders for 2025 on September 12, 2025, at 13:30 [4][5] - The meeting will be conducted in a combination of on-site and online voting, with shareholders required to register before attending [2][3][6] - The agenda includes two main proposals: increasing the estimated amount for daily related party transactions for 2025 and appointing the financial audit and internal control audit institutions for 2025 [4][11][23] Group 2 - The proposal to increase the estimated amount for daily related party transactions is based on the company's operational needs, with an increase from an estimated total of RMB 128 million to RMB 143.5 million [12][22] - The related parties involved include China Information Communication Technology Group Co., Ltd., and several subsidiaries, with the transactions being normal business activities that do not affect the company's independence [20][21][22] - The company plans to continue using Deloitte Touche Tohmatsu Certified Public Accountants LLP as its financial audit and internal control audit institution for 2025, ensuring continuity and familiarity with the company's operations [23][24][28]

Core Viewpoint - The company announced that its subsidiary, Chengdu Cultural Tourism Development Co., Ltd., has initiated a public tender for the comprehensive management service outsourcing project at Xiling Snow Mountain, with a potential association with Chengdu Cultural Tourism Property Management Co., Ltd. as the first candidate for the contract [1][2]. Group 1: Project Overview - The project is titled "Comprehensive Management Service Outsourcing Project for Xiling Snow Mountain Scenic Area" and is being conducted by the subsidiary's operation division [2]. - The project aims to provide comprehensive management services and special position labor guarantee services for the scenic area, with a pricing structure based on different labor categories [2]. - The public announcement for the project was made on the China Tendering and Bidding Public Service Platform [2]. Group 2: Impact on the Company - Engaging an external agency for management services aligns with the company's strategic development goals, enhancing management efficiency and service quality at Xiling Snow Mountain [2]. - The project is expected to positively impact the company and further deepen the reform of state-owned enterprises, while maintaining the company's operational independence [2]. Group 3: Tender Process and Status - The first round of bidding on August 14, 2025, did not yield a winning bidder due to insufficient suppliers, leading to a second round of bidding on September 4, 2025 [1][2]. - The candidate for the project, Chengdu Cultural Tourism Property Management Co., Ltd., is currently in the public announcement phase, which runs from September 5 to September 7, 2025 [1][2].