证券代码：603151 证券简称：邦基科技 公告编号：2025-051 山东邦基科技股份有限公司 第二届董事会第十一次会议决议公告 本公司董事会及全体董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、董事会会议召开情况 山东邦基科技股份有限公司（以下简称"公司"）于 2025 年 6 月 16 日以现 场加通讯表决方式召开了第二届董事会第十一次会议。会议通知于 2025 年 6 月 《山 议由董事长王由成先生主持。本次会议的召开符合《中华人民共和国公司法》 东邦基科技股份有限公司章程》（以下简称"《公司章程》"）以及有关法律、 法规的规定。 二、董事会会议审议情况 会议审议通过了以下议案： （一）审议通过《关于公司本次发行股份及支付现金购买资产暨关联交易 符合相关法律法规规定的议案》 公司拟通过发行股份及支付现金的方式购买 Riverstone Farm Pte. Ltd.所 持有的山东北溪农牧有限公司、山东瑞东伟力农牧有限公司、山东鑫牧农牧科技 有限公司、瑞东农牧（利津）有限公司、瑞东农牧（山东）有限责任公司、瑞东 威力牧业（滨州）有限公司 ...

Core Viewpoint - Shennong Co., Ltd. reported a significant increase in related party transactions in its 2024 annual report, with a total of 120.28 billion yuan, primarily due to increased procurement from its controlling shareholder and related parties [1] Group 1: Related Party Transactions - The total amount of related party transactions reached 120.28 billion yuan, with related procurement accounting for 98.37 billion yuan, a year-on-year increase of 36.24%, and related sales amounting to 21.59 billion yuan, up 5.03% [1] - The company has receivables from its controlling shareholder and related parties totaling 3.91 billion yuan, with prepayments of 1.25 billion yuan and other receivables of 1.62 billion yuan [1] Group 2: Procurement Details - The company procured a total of 50.09 billion yuan from its controlling shareholder, China Pingmei Shenma Group, mainly for five products: benzene, caprolactam, raw coal, liquid ammonia, and cyclohexanone, which accounted for approximately 69.62% of total procurement [2] - The procurement prices from related parties were lower than market averages due to cost savings from pipeline transportation and the advantages of integrated supply chains [2] Group 3: Reasons for Increased Procurement - The significant increase in related party procurement was attributed to new equipment purchases for ongoing projects by subsidiaries, with procurement amounts for subsidiaries like Puli Materials, Long'an Chemical, and Aidi'an increasing by 87.65% compared to the previous year [3] - The procurement of raw coal also surged, with quantities increasing from 4.98 million tons in 2023 to 65.46 million tons in 2024, resulting in a procurement amount increase of 1074.22% [3] - The company emphasized the necessity of related party procurement to leverage the centralized purchasing advantages of its controlling shareholder, ensuring quality and reducing costs [3]

Group 1 - The company received a non-standard audit opinion with an emphasis on the risk of loss related to accounts receivable from Shanghai Shufude Digital Technology Co., Ltd, amounting to 94.79 million yuan, with a bad debt provision of 66.79 million yuan for accounts receivable and 20.26 million yuan for other receivables [1][2] - Shanghai Shufude was recognized as a related party due to its significant reliance on the company's credit support and high sales on credit, leading to an additional recognition of 80.81 million yuan in related transactions for 2024 [1][2] - The company plans to purchase raw materials worth 25 million yuan and sell products worth 160 million yuan to Shanghai Shufude in 2025, indicating a growth in transaction scale [1] Group 2 - The company is required to disclose the equity structure and historical evolution of Shanghai Shufude, including any potential undisclosed related relationships or interests involving the controlling shareholders [2][3] - The independent audit and board of directors are tasked with reviewing the necessity and reasonableness of the large-scale related transactions planned for 2025, given the uncertainties surrounding the recovery of previous receivables [2][8] Group 3 - The sales model of Shanghai Shufude includes both direct sales and distribution, with a focus on order-based delivery, ensuring no inventory is held except for display samples [13][14] - The company has established a centralized system for order processing, where sales data is uploaded to facilitate procurement and delivery, ensuring credit checks are performed before shipment [12][13] - The pricing strategy for products sold to Shanghai Shufude is aligned with historical data from the company's domestic subsidiaries, ensuring consistency in pricing across channels [18][22] Group 4 - The company reported significant sales figures for smart beds and mattresses, with 2024 sales reaching 73.49 million yuan and 2025 sales in the first four months at 28.74 million yuan [16][24] - The accounts receivable from Shanghai Shufude as of 2024 amounted to 94.79 million yuan, reflecting the company's credit policy of allowing 90 days for payment after invoicing [24][25] - The company has implemented a sales policy that prohibits distributors from stockpiling products, ensuring fair pricing and market stability [15][22]

Core Viewpoint - The independent directors of Xinjiang Baodi Mining Co., Ltd. have reviewed and approved the company's plan to issue shares and pay cash for asset acquisition, which aligns with relevant laws and regulations [1][2][3] Group 1: Compliance and Legal Framework - The transaction complies with the Company Law, Securities Law, and other relevant regulations, indicating a reasonable and operable plan [1] - The draft report for the transaction adheres to legal requirements, ensuring proper disclosure and compliance [2] - The agreements related to the transaction meet the necessary legal standards and regulations [2][3] Group 2: Transaction Details and Implications - The transaction is expected to enhance the company's asset quality and scale, improving market competitiveness and sustainable operation capabilities [3] - The controlling shareholder's participation in the fundraising reflects confidence in the company's long-term development [3] - The assessment agency involved in the transaction is independent, and the valuation methods used are deemed reasonable and fair [3] Group 3: Investor Protection and Disclosure - The company has established measures to protect the immediate returns of investors, complying with government guidelines on investor rights [3] - Adequate confidentiality measures have been implemented to protect sensitive information related to the transaction [4][5] - The company has fulfilled all necessary legal procedures and disclosure obligations regarding the transaction [5]

证券代码：600881 证券简称：亚泰集团 公告编号：临 2025-066 号 特 别 提 示 本公司董事会及全体董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。 重要内容提示： ● 吉林亚泰（集团）股份有限公司（以下简称"公司"）继续在 中国工商银行股份有限公司长春二道支行申请流动资金借款 3,190 万 元，由长春市中小企业融资担保有限公司提供连带责任保证，并由吉 林亚泰房地产开发有限公司向长春市中小企业融资担保有限公司提 供连带责任保证，以吉林亚泰房地产开发有限公司名下位于长春市南 关区重庆路 618 号的不动产向长春市中小企业融资担保有限公司提 供抵押担保，业务期限以具体签订的合同为准。 ● 公司董事高文涛先生担任长春市金融控股集团有限公司董事 长、法定代表人，长春市中小企业融资担保有限公司为长春市金融控 股集团有限公司所属子公司，本次交易构成关联交易。 ● 本次交易不构成《上市公司重大资产重组管理办法》规定的重 大资产重组。 ● 本次交易无需提交公司股东大会审议。 一、关联交易概述 鉴于公司部分流动资金借款即将到期，同意公司继续在中国 ...

证券简称：怡亚通 证券代码：002183 公告编号：2025-059 深圳市怡亚通供应链股份有限公司 关于公司控股股东向公司及其子公司提供借款的 关联交易公告 本公司董事会及全体董事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、关联交易概述 公司的业务发展，做大做强供应链业务，公司控股股东深圳市投资控股有限公司 （以下简称"深投控"）向公司及其子公司提供借款，本次借款金额不超过人民 币 15 亿元，借款期限不超过 12 个月。 规定，本次交易构成关联交易。 票赞成、0 票反对、0 票弃权审议通过了《关于公司控股股东向公司及其子公司 提供借款的议案》，关联董事姚飞先生对本议案回避表决。此项交易尚需获得股 东大会的批准，与该关联交易有利害关系的关联人将回避表决。 产重组，无需经过有关部门批准。 二、关联方介绍和关联关系 公司名称 深圳市投资控股有限公司 企业性质 有限责任公司（国有独资） 统一社会信用代码 914403007675664218 法定代表人 何建锋 注册资本 人民币3,358,600万元 企业地址 深圳市福田区福田街道福安社区深南大道4009号投 资大厦18楼、19 ...

Meeting Details - The fifth meeting of the Supervisory Board of Beijing Saiseng Pharmaceutical Co., Ltd. was held on June 19, 2025, with all three attending supervisors present [1][2] - The meeting was legally convened in accordance with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board approved the proposal regarding the signing of a "New Drug Technology Transfer Contract" and related transactions [1][2] - The board confirmed that the transaction is necessary for the company's normal operations and aligns with its development strategy [2] Compliance and Impact - The Supervisory Board concluded that the transaction complies with legal and regulatory requirements and does not affect the company's independence or harm the interests of shareholders, particularly minority shareholders [2]

Core Viewpoint - The company has responded to the Shanghai Stock Exchange regarding its 2024 annual report, specifically addressing issues related to related party transactions and providing detailed disclosures on procurement and sales activities with its controlling shareholder and affiliates [1][2]. Related Party Transactions - In 2024, the company engaged in related party transactions amounting to 12.028 billion yuan, with related party purchases reaching 9.837 billion yuan, a year-on-year increase of 36.24%, and related party sales totaling 2.159 billion yuan [2]. - The company provided a detailed breakdown of its top five related party purchases, indicating that the prices for related party transactions were generally in line with market prices, demonstrating fairness in pricing [4][5]. Procurement Details - The top five related party procurement items included products such as benzene, caprolactam, and raw coal, which accounted for approximately 69.62% of total procurement [4]. - The increase in related party procurement was attributed to new equipment purchases for ongoing projects and stable procurement needs for raw materials [7]. Sales Activities - The company reported that its sales to related parties included products like nylon 66 chips and industrial yarn, with a significant portion of sales being directly shipped to end customers [9][10]. - The revenue from related party sales was confirmed to comply with accounting standards, with control over the products transferring to buyers at the point of delivery [10][11]. Financial Performance - The company’s total revenue from various products in 2024 was 1.384 billion yuan, with related party sales accounting for 215.892 million yuan, representing 15.59% of total revenue [9][11]. - The gross margin for certain products sold through related parties was reported, indicating a strategic approach to mitigate competition risks and optimize the supply chain [11][12]. Compliance and Risk Management - The company emphasized that its related party transactions were conducted based on normal business needs and adhered to market principles, ensuring no potential for profit transfer [8][12]. - The company has implemented measures to avoid competition with its affiliates by centralizing procurement and sales processes, thereby enhancing operational efficiency [11][12].

Core Viewpoint - The acquisition of Hefei Zhongke Junda Vision Technology Co., Ltd. by Fuhuang Steel Structure marks a strategic move to enter the high-speed vision sector, aiming to create a second growth curve amidst declining revenues and profits over the past three years [1][2]. Company Performance and Financials - Fuhuang Steel has faced continuous revenue and net profit declines for three consecutive years, with revenues of 4.74 billion yuan in 2022, 4.64 billion yuan in 2023, and projected 3.94 billion yuan in 2024, representing declines of 17.08%, 2.58%, and 15.06% respectively [3][4]. - The company's net profit has also decreased significantly, with figures of 97.49 million yuan in 2022, 96.05 million yuan in 2023, and 51.37 million yuan in 2024, showing declines of 41.31%, 1.48%, and 46.51% respectively [3][4]. - In the first quarter of 2023, Fuhuang Steel reported a slight revenue increase to 933 million yuan and a net profit of 17.42 million yuan, marking year-on-year growth of 1.65% and 4.04% respectively, but still below 2023 levels [4]. Acquisition Details - The acquisition price for Zhongke Junda is set at 1.14 billion yuan, with Fuhuang Steel planning to raise up to 400 million yuan from specific investors to support the transaction [2][6]. - The transaction is characterized as a related party transaction, as both companies share the same controlling shareholder, which raises concerns about asset valuation and potential conflicts of interest [6][7]. - The valuation of Zhongke Junda has increased nearly eightfold since Fuhuang Steel's previous sale of its stake in 2019, from 130 million yuan to 1.14 billion yuan [7][8]. Debt and Financial Pressure - Fuhuang Steel is currently under significant financial strain, with a debt-to-asset ratio of 67.46% and short-term borrowings exceeding 3.34 billion yuan, while cash reserves stand at only 767 million yuan, resulting in a funding gap of 2.57 billion yuan [9][10]. - The company has seen its interest-bearing debt rise from 2.15 billion yuan in 2020 to 3.69 billion yuan in 2024, leading to increased interest expenses [9]. Future Outlook and Performance Guarantees - The acquisition includes a performance compensation agreement, where Zhongke Junda commits to achieving net profits of at least 333.65 million yuan, 507.65 million yuan, and 731.64 million yuan from 2025 to 2027, totaling no less than 1.5 billion yuan [12].

Group 1 - The company, Beijing Construction Environment Remediation Co., Ltd., has formed a joint venture with Hefei Dongxin Jianbang Environmental Remediation Co., Ltd. to participate in the bidding for the "Jingxian Langqiao Town Wuxi Gold Mine Soil Pollution Source Comprehensive Treatment EPC Project," with a winning bid amount of 32.76 million yuan [1][2] - The transaction is classified as a related party transaction, as Dongxin Jianbang is a related legal entity due to the directorship of its board member [1][3] - The project is within the scope of the company's recent audited net assets, not exceeding 5%, and does not require shareholder approval [2][6] Group 2 - The financial data of Dongxin Jianbang for the year 2024 shows a net asset of approximately 5.51 million yuan, operating income of about 3.83 million yuan, and a net loss of approximately 6.31 million yuan [3] - The joint venture has previously won the "Hefei Paper Mill Soil Remediation Project" in February 2025, with a bid amount of approximately 32.88 million yuan, where the company undertook 30% of the workload [5][6] - The pricing policy for the related party transaction is based on normal business operations and is determined through public bidding, ensuring fair pricing [4][6] Group 3 - The main content of the contract includes payment terms for design and construction fees, with specific percentages outlined for progress payments and quality assurance [4][5] - The total project duration is set at 210 calendar days, with the company taking the lead in project design and coordination, while Dongxin Jianbang will assist in construction activities [5] - The transaction is deemed necessary for the operational needs of both parties and is expected to have no adverse impact on the company's independence or operations [6][7]