Core Viewpoint - The report outlines the implementation of a significant asset sale and related party transaction by Wolong New Energy Group Co., Ltd, involving the transfer of 90% equity in Shanghai Mining to its wholly-owned subsidiary, Zhejiang Wolong Shunyu Investment Co., Ltd [1][3][10]. Group 1: Transaction Overview - The transaction involves the sale of 90% equity in Shanghai Mining, which will no longer be included in the consolidated financial statements of the company post-transaction [5][6]. - The assessment date for the transaction is set for December 31, 2024, with the total assessed value of Shanghai Mining's equity being 226.9 million yuan, reflecting an increase of 41.66 million yuan, or 22.49% over the audited net assets of 185.24 million yuan [6][9]. - The transaction price was adjusted from 220.5 million yuan to 191.11 million yuan due to a cash dividend of 29.39 million yuan declared by Shanghai Mining [6][10]. Group 2: Nature of the Transaction - This transaction qualifies as a major asset restructuring under the relevant regulations, as the asset's revenue exceeds 50% of the company's total revenue for the previous fiscal year [8][9]. - The transaction is classified as a related party transaction since the buyer is a wholly-owned subsidiary of the company's indirect controlling shareholder [9][10]. - The transaction does not constitute a restructuring listing, as it does not involve issuing new shares or changing the company's control structure [10][11]. Group 3: Implementation Status - The necessary approvals for the transaction have been obtained from the board of directors, supervisory board, and shareholders, with no further approvals required [10][11]. - The transfer of the asset has been completed, and the transaction price has been paid in full by the buyer [11][12]. - There have been no changes in the management of either the company or the target company during the transaction process [11][12]. Group 4: Compliance and Legal Opinions - Independent financial and legal advisors have confirmed that the transaction complies with all relevant laws and regulations, and there are no significant legal obstacles to its implementation [14][15]. - All parties involved in the transaction have adhered to their commitments and agreements, with no violations reported [14][15].

Overview of the Major Asset Sale - The company has transferred 90% equity of Shanghai Mining to Zhejiang Wolong Shenyu Investment, constituting a major asset restructuring and related party transaction [1] - The transaction has been approved through various board and shareholder meetings held in May and June 2025 [2] Implementation of the Asset Sale - The asset transfer has been completed, and Shanghai Mining is no longer included in the company's consolidated financial statements [2] - The transaction price of 191.1117 million yuan has been paid by Wolong Shenyu as per the share transfer agreement [2] - Subsequent matters include the need for an audit report on the transitional profit and loss of the asset and compliance with legal disclosure obligations [2] Opinions from Intermediary Institutions - The independent financial advisor, CITIC Securities, confirmed that the transaction has followed necessary decision-making and approval procedures, and the asset transfer has been completed [3] - The legal advisor, King & Wood Mallesons, stated that all necessary approvals have been obtained, and there are no substantial legal obstacles to the implementation of subsequent matters [4]

独立财务顾问 二〇二五年七月 独立财务顾问声明 中信建投证券股份有限公司接受卧龙新能源集团股份有限公司的委托，担任 本次卧龙新能源集团股份有限公司重大资产出售暨关联交易之独立财务顾问。根 据《公司法》《证券法》《上市公司重大资产重组管理办法》《公开发行证券的 公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》《上海证券 交易所股票上市规则》等有关法律、法规的要求，按照证券行业公认的业务标准、 道德规范，本着诚实信用、勤勉尽责的态度，本独立财务顾问经过审慎调查，出 具本次重组实施情况的核查意见。 中信建投证券股份有限公司 关于 卧龙新能源集团股份有限公司 重大资产出售暨关联交易实施情况 之 独立财务顾问核查意见 释 义 本核查意见中，除非文义另有所指，下列简称和术语具有如下含义： 《卧龙新能源集团股份有限公司重大资产出售暨关联交易 报告书 指 实施情况报告书》 本独立财务顾问承诺并保证本次交易提供、披露的信息和相关文件的内容真实、 准确、完整，保证不存在虚假记载、误导性陈述或者重大遗漏，并愿意承担相应 的法律责任。 的专业意见与上市公司披露的文件内容不存在实质性差异。 所做出的任何投资决策而产生的 ...

Group 1 - Jinpu Titanium Industry (000545.SZ) has announced a suspension of trading starting July 1, 2023, due to a significant asset restructuring involving the acquisition of controlling stakes in Nanjing Lide Dongfang Rubber & Plastic Technology Co., Ltd. [1][3] - The acquisition is expected to be a major asset restructuring and related party transaction, but it will not constitute a reverse listing. The company plans to disclose the transaction details by July 15, 2023 [1][3]. - Nanjing Lide Dongfang is recognized as the only domestic enterprise for high-speed rail rubber hoses and a standard setter for automotive hoses, with sales revenue surpassing 1 billion yuan for the first time last year [3]. Group 2 - Jinpu Titanium Industry, established in 1989, primarily engages in the production and sales of titanium dioxide, being one of the earliest producers of sulfate titanium dioxide in China [4]. - In 2024, Jinpu Titanium reported revenues of 2.133 billion yuan, a decrease of 5.86% year-on-year, and a net loss of 244 million yuan, marking the third consecutive year of losses since 2022 [5][7]. - The company attributed its losses to weak market demand for titanium dioxide, price declines, and increased cost pressures due to raw material price fluctuations and stricter environmental regulations [7]. Group 3 - Jinpu Titanium's operating costs for the previous year were 2.079 billion yuan, down 4.68% year-on-year, while R&D expenses decreased by 7.1% to 76 million yuan [7]. - The company has announced plans to invest 10 billion yuan in projects to produce battery-grade iron phosphate and lithium iron phosphate, with a production capacity of 200,000 tons each [8]. - However, due to ongoing overcapacity in the domestic iron phosphate market, the company has paused its iron phosphate project despite having completed 65% of the construction progress as of April this year [9]. Group 4 - In the first quarter of 2024, Jinpu Titanium's revenue fell by 3.62% to 542 million yuan, with a net loss of 15.38 million yuan, widening the loss by 13.34 percentage points year-on-year [10]. - As of the end of the first quarter, the company's total liabilities reached 1.629 billion yuan, with a debt-to-asset ratio of 54.16%, an increase of over 8 percentage points compared to the same period last year [11]. - As of June 30, 2023, Jinpu Titanium's stock price was 2.77 yuan per share, reflecting a 4.53% increase, with a market capitalization of 2.734 billion yuan [12].

【导读】金浦钛业拟购买利德东方控股权 中国基金报记者 卢鸰 金浦钛业 6月30日晚 发布 公告 称 ，公司正在筹划重大资产置换、发行股份及支付现金购买资产并募集配套资金暨关联交易事项。根据 《上市公司重大资产重组管理办法》等相关规定， 本次交易预计构成重大资产重组且构成关联交易，不构成重组上市。 鉴于本次交易尚处于筹划阶段，存在不确定性，根据深圳证券交易所的相关规定，经公司申请， 公司股票自2025年7月1日开市起停牌 。 公司预计在不超过10个交易日的时间内披露本次交易方案，即在2025年7月15日前，按照《公开发行证券的公司信息披露内容与格式准则 第26号——上市公司重大资产重组》的要求披露相关信息。 如果公司未能在上述期限内召开董事会审议并披露交易方案，公司证券最晚将于2025年7月15日开市起复牌，并终止筹划相关事项， 同时 承诺自披露相关公告之日起至少1个月内不再筹划重大资产重组事项。 本次交易的拟置出资产为公司部分资产及负债。截至公告披露日，交易各方仍在对交易方案进行讨论和磋商，置出资产的具体范围尚未确 定。 天眼查显示，利德东方由金浦东裕、恒誉泰和分别持股91%、9%，其实际控制人郭彦彤是金浦钛 ...

中国动力（600482）公告，公司拟通过发行可转换公司债券及支付现金的方式向中国船舶工业集团有限 公司购买其持有的中船柴油机有限公司16.5136%股权，并向不超过35名特定投资者发行可转换公司债 券募集配套资金。2025年6月30日，公司收到上海证券交易所出具的《关于受理中国船舶重工集团动力 股份有限公司发行股份购买资产并募集配套资金申请的通知》。上交所依据相关规定对申请文件进行了 核对，认为申请文件齐备，符合法定形式，决定予以受理并依法进行审核。本次交易尚需上交所审核通 过，并经中国证券监督管理委员会予以注册及相关法律法规所要求的其他可能涉及的必要批准、核准、 备案或许可(如需)后方可正式实施。 ...

金鸿顺（603922）公告，公司终止筹划以发行股份及支付现金的方式购买新思考电机有限公司95.79% 的股权同时募集配套资金。本次交易预计构成《上市公司重大资产重组管理办法》规定的重大资产重 组。交易各方未能就交易最终方案达成一致，经公司充分审慎研究及与相关交易各方友好协商，同意终 止本次重大资产重组事项。终止本次重大资产重组不会对公司现有生产经营活动、财务状况和战略发展 造成重大不利影响。 ...

Core Viewpoint - Tianyuan Pet (301335.SZ), known as the "first stock in pet supplies," is facing a public relations crisis due to its chairman, Xue Yuanchao, being penalized for his spouse's short-term trading activities, raising concerns about the company's internal management and compliance [1][2]. Company Overview - Tianyuan Pet has been in the pet market since 2003 and successfully went public on the ChiNext in 2022. However, the company's performance has not met expectations, with revenue growth not translating into profit [5]. - The company reported revenues of 20.37 billion yuan in 2023 and 27.64 billion yuan in 2024, showing year-on-year growth of 7.96% and 35.69%, respectively. However, net profits fell to 76.77 million yuan in 2023 and 45.96 million yuan in 2024, representing declines of 40.33% and 40.13% [5][6]. Recent Events - On May 28, 2025, Tianyuan Pet announced a significant asset restructuring plan to acquire 89.7145% of Taotong Technology for 688 million yuan, with an overall valuation of 777 million yuan [1][6]. - The acquisition is seen as a potential growth driver, especially as Taotong Technology operates across major e-commerce platforms like Tmall, JD.com, and Douyin, which could enhance Tianyuan Pet's online market presence [6]. Regulatory Issues - The Zhejiang Securities Regulatory Bureau issued a warning to Xue Yuanchao due to his spouse's short-term trading, which coincided with significant stock price fluctuations, raising suspicions of insider trading [2][3]. - The chairman's spouse made a profit of 12,692.4 yuan from the trades, which were executed during a period when the company's stock price surged by 15.3% and hit a 20% limit up [2]. Market Reactions - Following the incident, investor confidence in Tianyuan Pet's internal controls has been shaken, with many questioning the effectiveness of the company's governance [2][7]. - Comparisons have been drawn to other companies facing similar issues, highlighting the potential for more severe regulatory repercussions for Tianyuan Pet if internal controls are not strengthened [2][7]. Future Outlook - The company is under pressure to find new growth avenues amid declining profits and increased scrutiny from regulators. The success of the acquisition and the ability to meet performance commitments will be critical for Tianyuan Pet's future [6][7].

Core Insights - The global MOLED market is experiencing steady growth, with increasing penetration from smartphones to tablets, laptops, and automotive displays, driven by the development of smart terminal devices [1] - The compound annual growth rate (CAGR) for IT product MOLED panel shipments is projected to reach 56% from 2023 to 2028, while automotive display MOLED panel shipments are expected to grow at a CAGR of 49% during the same period [1] - The company is advancing significant asset restructuring and has announced updated materials, with the trading counterpart committing not to reduce their holdings in the listed company shares acquired through this transaction until December 31, 2028 [1] Company Insights - The company, Visionox, is leveraging its smart pixel technology (ViP technology), which features high opening rates and a tandem stacking architecture, resulting in a fourfold increase in panel brightness and a sixfold extension in lifespan [1] - ViP technology enables ultra-high resolution of 1700 ppi and improved color performance, while also enhancing water and oxygen barrier capabilities by three times through micro-level independent packaging technology [1] - The production line equipped with ViP technology can efficiently manufacture a variety of applications ranging from 1 inch to 80 inches within a single facility, allowing for better adaptability to industry cyclical fluctuations [1] Investment Firm Insights - Panjing Investment, established in 2016, is recognized as one of China's leading private equity fund managers, focusing on investment opportunities in Chinese listed companies and having a broad layout in overseas markets, particularly in Chinese concept stocks [2] - The firm emphasizes research-driven investment decisions, supported by a robust internal research team and strong relationships with top brokerage research institutions [2] - Panjing Investment aims to create sustainable long-term returns for clients by leveraging deep industry and stock research as the sole basis for investment decisions [2]

Core Viewpoint - Qingdao Degute Energy Equipment Co., Ltd. is planning to issue shares and pay cash to acquire assets and raise supporting funds, which is expected to constitute a major asset restructuring but will not lead to a change in the actual controller of the company [1][4]. Group 1: Suspension Announcement - The company's stock will be suspended from trading starting June 30, 2025, to ensure fair information disclosure and protect investor interests [1]. - The company is required to disclose the transaction plan by July 14, 2025, or the stock will resume trading and terminate the planning of related matters [2]. Group 2: Transaction Details - The target asset for this transaction is Haowei Cloud Computing Technology Co., Ltd., which provides digital solutions to global telecom operators, cloud infrastructure service providers, and enterprise clients [2]. - The transaction will involve issuing shares and paying cash to acquire control of Haowei Technology, with the final transaction details to be confirmed in future announcements [4]. Group 3: Counterparty Information - The preliminary identified counterparties for the transaction include several limited partnership entities, with the final counterparties to be disclosed in subsequent announcements [3][4]. - The company has signed a letter of intent with the identified counterparties, indicating a preliminary agreement to purchase the assets [4].