西安凯立新材料股份有限公司 2025 年第二次临时股东会 证券代码：688269 证券简称：凯立新材 西安凯立新材料股份有限公司 二〇二五年六月 中国西安 西安凯立新材料股份有限公司 2025 年第二次临时股东会 西安凯立新材料股份有限公司 2025 年第二次临时股东会 西安凯立新材料股份有限公司 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，保证股 东会的顺利进行，根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《中 华人民共和国证券法》《上市公司股东会规则》以及《西安凯立新材料股份有限 公司章程》《西安凯立新材料股份有限公司股东会议事规则》等相关规定，西安 凯立新材料股份有限公司（以下简称"公司"）特制定本次股东会会议须知： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。出席会 议的股东及股东代理人须在会议召开前 30 分钟到会议现场办理签到手续，并请 按规定出示证券账户卡、身份证明文件或法人单位证明、授权委托书等，经验证 后方可出席会议。 二、为保证本次大会的严肃性和正常秩序，切实维护与会股东 ...

Core Viewpoint - The company plans to provide financial assistance to its associate company, Chongqing Tongyue Expressway Co., Ltd., to address its initial operational funding gap, amounting to a maximum of 73.1 million yuan, with a three-year term and interest based on the LPR [1][3][10]. Summary by Sections Transaction Overview - The financial assistance is intended to cover the operational funding gap of Tongyue Expressway during its initial phase, with the company providing support according to its 43% shareholding [3][6]. - The assistance will be capped at 73.1 million yuan, with interest rates following the five-year LPR, payable quarterly [1][3]. Related Party Information - Tongyue Expressway is a controlled enterprise of Chongqing Highway Group, which holds over 5% of the company's shares, thus qualifying it as a related party under the Shanghai Stock Exchange regulations [4][5]. - In the past 12 months, the company has engaged in related party transactions totaling 68.8 million yuan, representing 0.88% of the latest audited net assets [2][3]. Financial Assistance Details - The funds will primarily be used for repaying existing loans and settling construction project payments [6][9]. - The company has established a management system for external financial assistance, ensuring continuous risk assessment of Tongyue Expressway's financial health [9]. Impact on the Company - The financial assistance is expected to have a minimal adverse impact on the company's operations and asset status, as the funding is relatively small [9][10]. - The company will enhance monitoring of the use of the funds and closely observe Tongyue Expressway's operational and financial conditions to mitigate risks [9][10]. Approval Process - The proposal for financial assistance was approved unanimously by non-related directors during the board meeting held on June 10, 2025, and will be submitted for shareholder approval [2][10]. - The board's audit committee has also reviewed and supported the proposal, confirming that it aligns with the company's long-term strategic goals [10].

Group 1 - The company announced the addition of two temporary proposals for the 2024 annual general meeting, including a proposal to lower the conversion price of "Jian Gong Convertible Bonds" and a proposal for financial assistance to an associated company [2][4] - The annual general meeting is scheduled for June 25, 2025, at 14:30, located at the company's headquarters in Chongqing [2][3] - The original equity registration date for shareholders remains unchanged [3] Group 2 - The network voting system for the shareholders' meeting will be through the Shanghai Stock Exchange, with voting available from 9:15 to 15:00 on the day of the meeting [2][3] - The proposals to be voted on include the execution of 2024 remuneration for directors and supervisors, as well as the expected daily related transactions for 2025 [3][4] - Certain related shareholders are required to abstain from voting on specific proposals due to conflicts of interest [4]

Core Viewpoint - The company is preparing for its 2024 Annual General Meeting, where key proposals including financial reports and board reports will be discussed and voted on by shareholders [1][2][3] Group 1: Meeting Arrangements - The meeting will take place on June 17, 2025, at the Huabin International Hotel in Beijing, with both on-site and online voting options for shareholders [1] - Shareholders can choose either on-site or online voting, but not both, to ensure the integrity of the voting process [1] Group 2: Board and Supervisory Reports - The company has prepared its 2024 Board Report and Supervisory Report in compliance with the requirements of the Hong Kong Stock Exchange and Shanghai Stock Exchange, which will be presented for shareholder approval [1][2] - The Supervisory Board has conducted thorough oversight of the company's operations and financial reporting, ensuring compliance with relevant laws and regulations [2][3] Group 3: Financial Performance and Profit Distribution - The company reported a net profit of 5,669.855 million RMB for 2024, with a proposed dividend distribution of 0.21 RMB per share, totaling 2,147.788 million RMB [9][10] - The proposed dividend distribution represents 45.72% of the distributable net profit attributable to shareholders [9] Group 4: Related Party Transactions - Significant related party transactions include agreements with China Huadian Group, involving a total estimated amount of 811 million RMB for various services and financial arrangements [3][4][5] - The company has renewed financial service agreements with its financial subsidiary, setting a maximum annual credit limit of 45 billion RMB [4][5] Group 5: Independent Directors' Reports - The independent directors have actively participated in governance, ensuring compliance with laws and protecting the interests of minority shareholders [12][14] - They have reviewed and approved various proposals, including the appointment of directors and financial management plans, maintaining a focus on transparency and accountability [12][14][21]

证券代码：688621 证券简称：阳光诺和 公告编号：2025-051 北京阳光诺和药物研究股份有限公司 关于筹划发行股份及可转换公司债券购买资产并募 集配套资金暨关联交易事项的进展公告 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、准确性和完整性依法承担法律责任。 公司将严格按照相关法律法规的要求及时履行信息披露义务。公司指定信息 披露媒体为《上海证券报》《中国证券报》《证券日报》，公司所有信息均以在 上述指定媒体刊登及上海证券交易所网站（www.sse.com.cn）的公告为准，敬请 广大投资者关注后续公告，并注意投资风险。 特此公告。 北京阳光诺和药物研究股份有限公司（以下简称"公司"或"阳光诺和"） 正在筹划通过发行股份及可转换公司债券方式购买江苏朗研生命科技控股有限 公司（以下简称"朗研生命"）100%股权，并向不超过 35 名特定投资者发行股 份募集配套资金（以下简称"本次交易"）。 本次交易预计构成《上市公司重大资产重组管理办法》等规定的重大资产重 组，本次交易不会导致公司实际控制人发生变更。鉴于本次交易标的公司朗研生 命为公司控股股东、实 ...

Group 1 - The company held its second board meeting on June 6, 2025, with all seven directors present, confirming the meeting's legality and effectiveness [2][5]. - The board approved the acquisition of a 6% stake in Hainan Hengxin Life Technology Co., Ltd. from Hainan Jiaxin New Materials Investment Co., Ltd. for a nominal price of 0 yuan, along with a capital increase from 60 million yuan to 68 million yuan, with the company subscribing to the entire new capital [2][14][36]. - The board also approved a capital increase for Wuhan Hengxin Life Technology Co., Ltd., raising its registered capital from 60 million yuan to 80 million yuan, with the company subscribing to the entire new capital [6][14][36]. Group 2 - The transactions are classified as related party transactions, as Hainan Jiaxin and Wuhan Weishi Packaging Materials Co., Ltd. are considered related parties due to their shareholdings in the respective companies [15][16]. - The independent directors and the supervisory board unanimously approved the related party transactions, stating that they align with the company's development strategy and do not harm the interests of the company or its shareholders [39][44][47]. - The company has not engaged in any significant related party transactions with Hainan Jiaxin prior to this announcement, and the total amount of related party transactions with Wuhan Weishi was 4.989 million yuan [36][37].

Group 1 - Jiangsu Ninghu Expressway (600377) announced that its subsidiary, Guangjing Xicheng Company, has entrusted the construction management of the Guangjing North Section Expansion Project and the Xiyi Expressway South Section Expansion Project to the Construction Bureau [1] - Contracts for the supply of asphalt and new materials for both projects have been signed with Su Gao New Materials Company, covering the period from July 1, 2025, to July 30, 2026, for the Guangjing North Section, with an estimated cost of approximately RMB 30 million in 2025 and RMB 55.34 million in 2026 [1] - The Xiyi Expressway South Section Expansion Project has a procurement period from July 1, 2025, to December 31, 2025, with an estimated cost of approximately RMB 226 million [1] Group 2 - The transactions are routine business contracts for the company’s subsidiary, priced at market fair value, ensuring no harm to the company's interests and no related party transactions that could lead to conflicts [2] - The collaboration with Su Gao New Materials Company is expected to enhance operational efficiency and reduce management costs through synergies within the group [2] - Previous agreements between the companies have been executed effectively without any defaults, indicating a low risk of non-performance for the ongoing related transactions [2]

证券代码：600822 证券简称：上海物贸 编号：临 2025－018 900927 物贸B股 上海物资贸易股份有限公司 第十届董事会第十八次会议决议公告 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 公司第十届董事会第十八次会议于2025年6月9日下午以通讯表决方式召开。会议通知和材料于2025年5 月30日以电子邮件的方式送达全体董事。会议应当出席的董事7名，实际出席会议的董事7名。本次董事 会会议的召开符合《公司法》和《公司章程》的有关规定。 二、董事会会议审议情况 （一）审议通过了关于全资子公司上海晶通化学品有限公司购买资产暨关联交易的议案。 该事项已经独立董事专门会议审议通过，并提交董事会审议。 根据上海航天工业（集团）有限公司在上海联合产权交易所的公开挂牌转让资料，危化市场于评估基准 日2024年7月31日的股东全部权益的资产评估价值为1,103.66万元，危化市场12%股权的挂牌转让底价为 1,384,392元。 上海晶通化学品有限公司拟公开摘牌受让航天公司持有的危化市场12%股权价格不 ...

Core Viewpoint - The ongoing conflict between the former couple, Jin Liwei and Bao Jia, over the management and operations of Reliable Co., Ltd. has intensified following their divorce, with Bao Jia frequently opposing board decisions and raising concerns about related party transactions [2][3][7]. Group 1: Shareholding and Management Changes - In February 2024, Bao Jia received approximately 29.13% of Reliable Co.'s shares, valued at around 1.3 billion yuan, after the divorce, while Jin Liwei regained management control as the general manager [2][6]. - Following the divorce, Jin Liwei became the sole controlling shareholder, holding 30.13% directly and an additional 3.38% indirectly, while Bao Jia held 29.13% directly and 0.74% indirectly [6][7]. Group 2: Board Disputes and Related Party Transactions - Bao Jia has voted against or abstained on at least 10 board resolutions since the divorce, raising issues such as imprudent investments and violations of related party transaction regulations [2][7]. - In April 2024, Bao Jia opposed a proposal regarding related party transactions with Hanggang Company, citing that the transaction amount exceeded regulatory thresholds without board approval [4][7]. - On June 6, 2024, Bao Jia's request to convene a temporary shareholders' meeting to discuss related party transactions was rejected by the board, with only her voting in favor [3][4]. Group 3: Financial Performance - In the first quarter of 2024, Reliable Co. reported revenues of approximately 280 million yuan, a decrease of 0.98% year-on-year, and a net profit attributable to shareholders of about 18.59 million yuan, a slight increase of 1.41% [8].

Core Viewpoint - Huasheng Co., Ltd. (600156) is planning to acquire 100% equity of Shenzhen Yixin Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising matching funds through share issuance [1][3]. Group 1: Transaction Details - The transaction is classified as a major asset restructuring according to the regulations but does not constitute a restructuring listing [3]. - The transaction is still in the planning stage, with no formal agreements signed yet, and discussions are ongoing [3]. - Huasheng Co. will suspend trading starting June 10, 2025, due to this transaction [3]. Group 2: Company Profiles - Huasheng Co. is primarily engaged in the textile industry, focusing on hemp spinning, and has established a complete industrial chain covering spinning, weaving, dyeing, and garment manufacturing [3]. - In 2024, Huasheng Co. reported a revenue of 778 million yuan, a significant increase of 33.8% year-on-year, but faced a net loss of over 60 million yuan, which widened compared to the previous year [3]. - Yixin Technology, founded in August 2003, is a leading internet infrastructure service provider in China, offering data center operations and internet technology development, with a revenue of 166 million yuan and a net profit of 24.28 million yuan in 2017 [3]. Group 3: Shareholder Information - The transaction involves existing shareholders of Yixin Technology, including Bai Bentong (37.29%) and Zhang Limin (11.47%), among others [4]. - Huasheng Co. has signed a cooperation intention agreement with Bai Bentong and Zhang Limin [4]. - Post-transaction, Bai Bentong and Zhang Limin are expected to hold over 5% of Huasheng Co.'s shares, indicating that this will be an associated transaction [4]. Group 4: Market Performance - Huasheng Co. has seen a strong stock performance recently, with a 35.24% increase in the past month and nearly a 63% rise since the beginning of the year [4]. - The current market capitalization of Huasheng Co. is approximately 3.2 billion yuan [4].