证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等相关法 律法规及规范性文件的有关规定，广东众生药业股份有限公司（以下简称"公司"） 第八届董事会独立董事专门会议 2025 年第四次会议于 2025 年 6 月 24 日在公司 会议室以通讯方式召开。本次会议应出席独立董事 3 人，实际出席独立董事 3 人。 经全体独立董事推举，本次会议由独立董事牟小容女士召集并主持。全体独立董 事本着认真、负责的态度，对公司相关议案及事项进行了审议并发表审核意见如 下： 一、会议以 3 票同意，0 票反对，0 票弃权的表决结果，审议通过了《关于 使用募集资金向控股子公司提供借款实施募投项目暨关联交易的议案》。 公司独立董事一致认为：本次公司使用募集资金向控股子公司提供借款实施 募投项目暨关联交易的事项符合《上市公司募集资金监管规则》《深圳证券交易 所股票上市规则》《深圳证券交易所上市公司自律监管指引第1号——主板上市 公司规范运作》等法律法规、规范性文件的规定，有利于保障募投项目的顺利实 施，符合公司及公司控股子公司广东众生睿创生物科技有限公司的实际情况，不 存在变相改变募集资金用途或损害公司股东尤其是中小 ...

Core Points - The company establishes regulations to standardize related party transactions, ensuring that such transactions do not harm the interests of the company and non-related shareholders [1] - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control [2][4] Group 1: Related Party Definition - Related relationships are defined as those between the company and its controlling shareholders, actual controllers, directors, and senior management, as well as entities they control [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must maintain a registry of related parties and their relationships, updated regularly [2] Group 2: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and guarantees [12] - Transactions must follow basic principles, including avoiding conflicts of interest during board and shareholder meetings [13][14] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing criteria [6][13] Group 3: Decision-Making Procedures - Directors with related relationships must abstain from voting on related party transaction resolutions [19][20] - Related party transactions exceeding certain thresholds require approval from independent directors and must be disclosed [10][26] - The company can only provide guarantees for its wholly-owned or controlling subsidiaries, with specific conditions for related parties [27][28] Group 4: Information Disclosure - Related party transactions must be disclosed in accordance with the company's disclosure management regulations and relevant stock exchange rules [37] - The company is required to provide timely disclosures within two trading days upon triggering disclosure requirements [39]

Core Viewpoint - The independent directors of Shandong Waterfa Gas Co., Ltd. approved several resolutions regarding the adjustment of the company's stock issuance plan for 2023, including changes in pricing, issuance quantity, and the identity of the issuing party, aimed at facilitating the company's financing and ensuring compliance with regulatory requirements [1][10]. Summary by Sections Stock Issuance Adjustment - The company proposed to adjust the stock issuance plan for 2023, changing the issuance price from 6.67 yuan per share to 5.29 yuan per share, which is still not less than 80% of the average trading price over the previous 20 trading days [1][3]. - The number of shares to be issued was increased from a maximum of 74,962,518 shares to 94,517,958 shares, not exceeding 30% of the total share capital before issuance [6][9]. Issuing Party Changes - The original issuing party was Waterfa Gas Group Co., Ltd., but it has been changed to the controlling shareholder, Waterfa Group Co., Ltd. [7][9]. Compliance and Fairness - The independent directors confirmed that the adjustments made to the stock issuance plan comply with relevant laws and regulations, ensuring that the interests of all shareholders, especially minority shareholders, are protected [10][12]. - The pricing and terms of the related party transactions were deemed fair and reasonable, reflecting the confidence of the subscribing party in the company [12][13]. Financial Reporting and Analysis - The independent directors reviewed and approved the feasibility analysis report for the use of raised funds, confirming that the funds will help reduce the company's debt and optimize its capital structure [13]. - A special report on the use of previously raised funds was also approved, indicating compliance with legal requirements and alignment with the company's actual situation [12][13]. Shareholder Meeting Proposals - The board proposed to seek shareholder approval for the exemption of Waterfa Group and its concerted actions from making a mandatory offer, which aligns with regulatory provisions [13][14].

Core Viewpoint - The company plans to issue shares to a specific entity, Water Development Group Co., Ltd., which is its controlling shareholder, constituting a related party transaction [1][2]. Group 1: Related Party Transaction Overview - The issuance of shares will be conducted through cash subscription by Water Development Group, which is the controlling shareholder of the company [1][2]. - The board of directors has approved the issuance, with independent directors expressing their agreement [1][2]. - The transaction requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][2]. Group 2: Related Party Information - Water Development Group is a state-owned enterprise established in 2009, primarily engaged in the management and investment of water resources in Shandong Province [2]. - As of the announcement date, Water Development Group has total assets of approximately 161.32 billion yuan and total liabilities of about 125.40 billion yuan [3]. Group 3: Transaction Details - The subscription amount by Water Development Group will not exceed 500 million yuan, with a maximum subscription of approximately 94.52 million shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8]. - The issuance price is set at 5.29 yuan per share, which is 80% of the average trading price over the previous 20 trading days [6][7]. - The shares will be subject to a lock-up period of 36 months post-issuance [8]. Group 4: Purpose and Impact of the Transaction - The participation of Water Development Group in the share issuance reflects its positive outlook on the company's future and strong support for its development [16]. - The issuance is expected to reduce the company's debt-to-asset ratio, thereby lowering financial risks and enhancing its financial structure and market competitiveness [16].

Core Viewpoint - The core issue revolves around the overlapping contact information of Shandong Meiheng and Shandong Rongrun, which are the largest customer and supplier, respectively, for Xiangyuan Cultural Tourism's cloud communication business. This has raised regulatory concerns regarding potential conflicts of interest and the legitimacy of their business relationship [2][3][10]. Group 1: Regulatory Concerns - The overlapping contact information of Shandong Meiheng and Shandong Rongrun has been a focal point for regulatory scrutiny, particularly given that both companies have been dominant players in Xiangyuan's cloud communication business from 2022 to 2024 [3][10]. - Xiangyuan Cultural Tourism reported that in 2024, the sales revenue from its top five customers in the cloud communication sector was 36.23 million yuan, accounting for approximately 98% of the total revenue from this business segment, which only represented 4.19% of the company's overall revenue [3][10]. - The transactions between Xiangyuan and Shandong Meiheng amounted to 30.55 million yuan in 2024, representing 83% of the cloud communication business, while transactions with Shandong Rongrun reached 28.82 million yuan, accounting for 79% of similar transactions during the same period [3][10]. Group 2: Company Responses and Timeline Issues - Xiangyuan Cultural Tourism attempted to explain the overlapping contact information by stating that the actual controller of Shandong Rongrun assisted the actual controller of Shandong Meiheng with administrative tasks, leading to the same phone number being registered for both companies [3][4]. - However, the timeline presents contradictions, as the actual controller of Shandong Rongrun only acquired shares in April 2022, while the overlapping contact information dates back to 2018 and 2019, raising questions about the legitimacy of the claims made by Xiangyuan [4][10]. - The company maintains that such administrative assistance is common in the cloud communication industry and insists that there is no relationship between the two companies [4][10]. Group 3: Background Context - The scrutiny of Xiangyuan Cultural Tourism is part of a broader pattern of regulatory attention towards the Xiangyuan Group, which has faced multiple controversies, including a significant penalty for fund misappropriation and unusual business expansions by its affiliated companies [10][11]. - In 2024, Xiangyuan and its actual controller received a notice of administrative penalty due to allegations of information disclosure violations, which included a total of 410 million yuan in non-operating fund misappropriation [11][12]. - The recent activities of Xiangyuan's affiliated companies, including a sudden shift into coffee bean trading by a related construction company, have further intensified regulatory scrutiny and raised concerns about potential conflicts of interest [10][12].

Core Viewpoint - Tianyi Ma plans to acquire 100% equity of Guangdong Xingyun Kewang Technology Co., Ltd. through a combination of cash payment and share issuance, with the transaction expected to constitute a major asset restructuring [1][5]. Group 1: Transaction Details - The company will purchase 51% of Xingyun Kewang's equity with cash and the remaining 49% through share issuance [2]. - The share issuance price for the asset acquisition is set at 26.76 yuan per share, which is not less than 80% of the market reference price [3]. - The total amount of funds raised through the share issuance for supporting the acquisition will not exceed 200 million yuan [4]. Group 2: Financial Performance of Xingyun Kewang - Xingyun Kewang's projected revenue for 2023 and 2024 is 385.99 million yuan and 444.70 million yuan, respectively, with net profits of 48.19 million yuan and 90.71 million yuan [6]. - The net profit for 2024 is expected to grow by 88.24%, while revenue is projected to increase by 15.21% [6]. Group 3: Company Background and Historical Performance - Tianyi Ma was listed on the Shenzhen Stock Exchange on November 12, 2021, with an initial public offering price of 48.66 yuan per share [6]. - The company has faced challenges with operating cash flow, showing a net cash flow from operating activities of -33.65 million yuan in 2021 and -64.14 million yuan in 2022 [9]. - In the first quarter of 2025, Tianyi Ma reported a revenue of 48.42 million yuan, a year-on-year increase of 21.95%, and a net profit of 0.57 million yuan, reflecting a growth of 106.40% [10].

Core Viewpoint - The company has approved a factory lease agreement with a related party, which is treated as a non-related transaction under relevant regulations, thus not requiring shareholder approval [1][2]. Group 1: Overview of Related Transaction - The company signed a factory lease contract with Jinshe Commercial Management Co., Ltd. [1] - Jinshe Commercial is a wholly-owned subsidiary of the company's indirect controlling shareholder, Sanmen County State-owned Capital Operation Group Co., Ltd. [3] - The total assets of Jinshe Commercial as of December 31, 2024, were approximately 115.14 million yuan, with a net asset of approximately 27.71 million yuan as of March 31, 2025 [3]. Group 2: Transaction Details - The leased area is approximately 36,582.97 square meters [4]. - The rental fee is set at 3 million yuan, with additional payments of 4.32 million yuan due by the end of September 2025 [6][7]. - The rental agreement follows market pricing principles, ensuring fairness and no harm to the company's or shareholders' interests [4][8]. Group 3: Purpose and Impact on the Company - The lease is essential for the company's business development and operational stability, enhancing asset operational efficiency [4][8]. - The board and supervisory committee have both approved the lease, confirming it aligns with the company's operational needs and market pricing [8].

Group 1 - The core agenda of the shareholders' meeting includes the review and approval of the proposal for the fourth phase of the post-processing service contract between the subsidiary Haitai Semiconductor and SK Hynix, which constitutes a related party transaction [1][2][4] - The fourth phase contract will last for five years, from July 1, 2025, to June 30, 2030, and will follow a pricing model of "total cost + agreed profit" for the services provided by Haitai Semiconductor to SK Hynix [3][5] - Haitai Semiconductor holds a 55% stake in the joint venture with SK Hynix, which is a significant related party, holding 45% of the shares [4][11] Group 2 - The financial performance of SK Hynix as of December 31, 2024, shows total assets of 1,198,552.09 billion KRW, total liabilities of 459,395.05 billion KRW, and net assets of 739,157.04 billion KRW, with an operating income of 661,929.60 billion KRW and a net profit of 197,969.02 billion KRW for the year [4] - The pricing structure for the services includes a base profit of 10% per year on the total investment amount, plus any excess profit calculated based on the loan amount exceeding 225 million USD [6][7] - The execution of the fourth phase contract is expected to provide stable and favorable profitability and cash flow for Haitai Semiconductor, enhancing its competitive edge in the semiconductor post-processing service sector [10]

Group 1 - The company, Ningxia Dongfang Tantalum Industry Co., Ltd., plans to sign a construction contract with China Fifteenth Metallurgical Construction Group Co., Ltd. for the construction of a tantalum-niobium hydrometallurgy digital factory and the renovation of a tantalum-niobium pyrometallurgy smelting production line, with a total estimated price not exceeding 282 million RMB, including VAT [1][2][4] - The service period for the construction project is expected to be no more than 15 months, and the final contract price will be determined based on construction costs and bidding discounts [1][2] - The transaction is classified as a related party transaction due to both companies being under the same ultimate controlling entity, China Nonferrous Mining Group Co., Ltd. [1][2] Group 2 - The independent directors of the company have unanimously agreed to the related party transaction, which will be submitted for approval at the shareholders' meeting, with related parties abstaining from voting [2][6] - The construction services will be provided at specific locations in Ningxia, including the Dabaokou Industrial Park and the Shizuishan Economic and Technological Development Zone [4] - The payment for the services will be made monthly, with 90% of the payment based on the progress report, and the remaining 3% retained as a quality guarantee [5] Group 3 - The transaction is considered a normal business activity that aligns with the company's operational needs and follows principles of openness, fairness, and justice [4][6] - The company and China Fifteenth Metallurgical are independent legal entities, and this transaction will not adversely affect the company's independence [4][6] - The independent directors have confirmed that the transaction is fair and reasonable, with no harm to the interests of the company or its minority shareholders [6]

Group 1 - The company plans to issue shares to specific investors, raising a total of no more than 1.2 billion yuan, with the actual number of shares to be determined after approval from the China Securities Regulatory Commission [1][2][3] - The controlling shareholder, China Nonferrous Mining Group Co., Ltd., intends to subscribe for 480 million yuan of the shares, fully in cash [1][2] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [6][7] Group 2 - The issuance constitutes a related party transaction as both the controlling shareholder and the company have a direct relationship [3][4] - The financial data of China Nonferrous Mining Group as of December 31, 2024, shows total assets of approximately 12.55 billion yuan and net profit of approximately 575.78 million yuan [3] - The financial data of the controlling shareholder, China Nonferrous (Ningxia) Oriental Group Co., Ltd., indicates total assets of approximately 504.70 million yuan and net profit of approximately 25.72 million yuan as of December 31, 2024 [4] Group 3 - The purpose of the fundraising is to enhance the company's market position in the tantalum and niobium application field, increase market share, and improve competitiveness [6][7] - The transaction will not change the company's control and will not adversely affect the company or minority shareholders [7][8] - The final issuance price will be determined based on the subscription results and will adhere to the relevant regulations set by the China Securities Regulatory Commission [5][6]