证券代码：600173 证券简称：卧龙新能 上市地：上海证券交易所 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（草案） 摘要 交易对方 住所 绍兴市上虞区曹娥街道 浙江卧龙舜禹投资有限公司 人民西路 1801 号 独立财务顾问 二〇二五年五月 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（草案）摘要 声 明 一、上市公司声明 本公司及全体董事、监事、高级管理人员保证重组报告书及其摘要的内容真 实、准确和完整，并对重组报告书的虚假记载、误导性陈述或者重大遗漏负连带 责任。 如本次交易因涉嫌所提供或者披露的信息存在虚假记载、误导性陈述或者重 大遗漏，被司法机关立案侦查或者被中国证监会立案调查的，在案件调查结论明 确之前，本公司全体董事、监事、高级管理人员将暂停转让其在上市公司拥有权 益的股份。 重组报告书及其摘要所述事项并不代表上交所等主管部门对于本次重大资 产重组相关事项的实质性判断、确认或批准。 本次交易完成后，本公司经营与收益的变化，由本公司自行负责；因本次重 大资产出售事项引致的投资风险，由投资者自行负责。 请全体股东及其他公众投资者认真阅读有关本次交易的全部信息披露文件， 若对 ...

Core Viewpoint - The company plans to issue shares to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. from several investors, marking a significant asset restructuring that does not constitute a reverse listing [2][4]. Summary of Relevant Sections Transaction Overview - The transaction involves the issuance of shares at a price of 5.34 yuan per share, which is 80% of the average trading price over the last 120 trading days prior to the announcement [2]. - The transaction is classified as a related party transaction since Weiqiao Aluminum Electric, the target company, is a wholly-owned subsidiary of the company's controlling shareholder, Shandong Hongqiao New Materials Co., Ltd. [2]. Shareholder Equity Changes - Before the transaction, Shandong Hongqiao held 22.98% of the company's shares, which will decrease to 2.00% post-transaction, while Weiqiao Aluminum Electric will hold 86.98% of the shares, becoming the new controlling shareholder [3][4]. - The total share capital of the company will increase to 13,031,118,202 shares after the transaction [4]. Other Shareholders - The shareholding structure post-transaction will include several other investors, with their respective holdings detailed, such as: - Jiahuai Investment: 0.77% - Dongfang Asset Management: 0.72% - CITIC Financial Asset Management: 0.72% - Other shareholders will hold 6.72% [3][4]. Regulatory Compliance - The transaction is subject to multiple approval processes, including the company’s shareholders' meeting, Shenzhen Stock Exchange review, and registration approval from the China Securities Regulatory Commission [4].

Core Viewpoint - The independent directors of Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. approved a proposal for a share issuance to purchase assets and conduct related party transactions, which complies with relevant laws and regulations [1][2][4]. Group 1: Transaction Details - The transaction involves a related party, Weiqiao Aluminum, which is a wholly-owned subsidiary of the company's controlling shareholder, Shandong Hongqiao New Materials Co., Ltd. [2] - The transaction constitutes a major asset restructuring as defined by the relevant regulations, but it will not result in a change of control for the company [2][3]. - The pricing of the transaction is based on an asset appraisal report from a qualified independent appraisal agency, ensuring fairness and legality [3]. Group 2: Compliance and Impact - The company has conducted necessary legal procedures and disclosures related to the transaction, adhering to all relevant laws and regulations [3][4]. - The company has analyzed the impact of the transaction on immediate returns and has proposed measures to mitigate any dilution effects, with commitments from relevant parties [3]. - The transaction is expected to enhance the quality of the company's assets and strengthen its operational capabilities without harming the interests of shareholders, particularly minority shareholders [4].

Core Viewpoint - The company plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, with the total transaction value estimated at approximately RMB 6,351,793.54 million [1][4][11]. Group 1: Board Meeting and Approval - The sixth board meeting of the company was held on May 22, 2025, with all seven directors present, and the proposal was approved with six votes in favor [1][2]. - The independent directors have reviewed and approved the proposal, which will be submitted to the shareholders' meeting for further approval [2][11]. Group 2: Transaction Details - The transaction involves acquiring 100% equity of Hongtuo Industrial from multiple parties, including Weiqiao Aluminum and several investment partnerships [2][3]. - The final transaction price is based on an asset evaluation report, which utilized both asset-based and income approaches [4][11]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of RMB 5.34 per share, which is 80% of the average trading price over the last 120 trading days prior to the pricing date [5][6]. - The total number of shares to be issued is approximately 11,894,744,449 shares, subject to adjustments based on any corporate actions prior to the issuance [6][7]. Group 4: Lock-up Period and Profit Arrangements - A lock-up period of 36 months is established for shares acquired by Weiqiao Aluminum, with potential extensions based on stock performance [7][8]. - Any profits or losses during the transition period will be allocated according to the ownership percentages of the parties involved [8][9]. Group 5: Legal and Regulatory Compliance - The company has confirmed compliance with relevant laws and regulations regarding the issuance of shares for asset acquisition [2][25]. - The independent financial and legal advisors have been appointed to ensure the transaction adheres to regulatory requirements [26][27]. Group 6: Future Shareholder Returns - The company has developed a shareholder return plan for the next three years (2025-2027) to enhance investor confidence and promote long-term investment [23][29].

表决结果：同意 2 票，反对 0 票，弃权 0 票，关联监事赵珏回避表决。 特此公告 证券代码：002761 证券简称：浙江建投 公告编号：2025-053 浙江省建设投资集团股份有限公司 本公司及监事会全体成员保证信息披露内容的真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 事会第三十五次会议在浙江省杭州市西湖区文三西路 52 号建投大厦会议室以现场结合通 讯形式召开。会议通知及会议补充通知已分别于 2025 年 5 月 15 日、2025 年 5 月 21 日 以专人通知、电子邮件方式送达各位监事。应参加本次会议表决的监事 3 人，实际参加本 次会议表决的监事 3 人，会议由监事会主席叶秀昭先生主持。本次会议的召集、召开程序 均符合《中华人民共和国公司法》和《公司章程》的规定。 本次监事会审议并通过了相关议案，并形成决议如下： 一、审议通过了《关于变更专项审计签字注册会计师及相关事项的议案》 公司拟通过发行股份的方式向国新建源股权投资基金（成都）合伙企业（有限合伙） 购买其所持有的浙江省一建建设集团有限公司、浙江省二建建设集团有限公司、浙江省三 建建设集团有限公司（以下简称"浙江三建"，与浙江省 ...

Core Viewpoint - Zhejiang Jinhua New Materials Co., Ltd. (referred to as "Jinhua New Materials") is facing scrutiny regarding its financial performance and operational independence as it prepares for its IPO on the Beijing Stock Exchange, with concerns about the sustainability of its earnings and the nature of its related party transactions [2][12]. Financial Performance - Jinhua New Materials reported fluctuating revenues from 2021 to 2024, with revenues of 11.53 billion, 9.94 billion, 11.15 billion, and 12.39 billion respectively, and net profits of 2.45 billion, 0.78 billion, 1.73 billion, and 2.06 billion, indicating a significant drop in 2022 [3][4]. - The company's core products, silane crosslinking agents and hydroxylamine salts, accounted for over 80% of its main business revenue during this period, with silane crosslinking agents alone contributing more than 50% each year [3][4]. - In 2022, the sales price of silane crosslinking agents dropped by 35.41% to 19,700 yuan per ton, leading to a 32.47% decline in sales revenue despite a 4.29% increase in sales volume [6][7]. Market Dynamics - The silane crosslinking agent market is characterized by cyclical demand, heavily influenced by the construction and building materials sector, which is currently experiencing low demand [11]. - The gross profit margin for silane crosslinking agents has shown significant volatility, with margins of 16.21%, 28.45%, and 22.77% from 2022 to 2024, raising concerns about the company's future profitability [7][11]. Related Party Transactions - Jinhua New Materials' largest supplier is Juhua Group, which holds 82.49% of its shares, leading to significant related party transactions that raise questions about the fairness and independence of these dealings [14][15]. - The company has been criticized for purchasing raw materials at prices significantly lower than market rates, suggesting potential preferential treatment that could distort financial performance [15][16]. - The largest customer, Qizhou Silica Chemical Co., Ltd., is also linked to the company's shareholders, further complicating the independence of Jinhua New Materials' operations and raising concerns about the authenticity of its financial results [19][20].

Core Viewpoint - The company intends to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. to enhance fund utilization efficiency and optimize settlement processes, which constitutes a related party transaction [1][2]. Summary by Sections Related Party Transaction Overview - The company plans to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. for services including deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [1][4]. - The transaction has been approved by the company's board and supervisory committee and will be submitted for shareholder approval [1][2]. Related Party Information and Relationship - China Electric Power Finance Co., Ltd. is a state-owned limited liability company, with total assets of 251.87 billion RMB and net assets of 49.96 billion RMB as of December 31, 2024 [3]. - The controlling shareholder of the company is the State Grid Information Communication Industry Group, which holds 43.86% of the shares [3][4]. Main Content of the Agreement - The services provided by China Electric Power Finance include deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [4]. - The average daily deposit balance with China Electric Power Finance will not exceed 2 billion RMB, with a maximum daily balance of 4 billion RMB [4]. Pricing Principles and Agreement Duration - The deposit interest rates will not be lower than those offered by major commercial banks for similar deposits [4]. - The agreement is effective from the date of approval at the 2024 annual general meeting until the 2025 annual general meeting [4]. Transaction Purpose and Impact - The financial services provided by China Electric Power Finance are efficient and beneficial for improving the company's fund settlement efficiency [5]. - The transaction is conducted fairly and does not harm the interests of the company or its non-related shareholders [5]. Review Procedures - The audit committee and independent directors have reviewed and approved the agreement, confirming compliance with legal regulations and fair pricing [6][8].

Group 1 - The company intends to optimize its capital structure and improve fund operation efficiency by acquiring a 1,120,000 RMB fund share from Guangdong Guangsheng Capital Investment Co., Ltd. at zero consideration [1][10] - The transaction is classified as a related party transaction, as both parties are subsidiaries of Guangdong Guangsheng Holdings Group Co., Ltd. [1][2] - The acquisition does not require board or shareholder approval, nor does it need regulatory approval for major asset restructuring [1][2] Group 2 - Guangdong Guangsheng Capital Investment Co., Ltd. has total assets of 254,012.09 million RMB and net assets of 220,481.25 million RMB as of March 31, 2025 [2] - The company reported a profit of 400.48 million RMB for the first quarter of 2025 [2] - The fund being acquired, Guangdong Guangsheng Baijianwan High-Quality Development Industry Investment Mother Fund Partnership, was established on December 20, 2024, and has not yet commenced operations [3][4] Group 3 - The fund has a total contribution of 500 million RMB, with Guangdong Guangsheng Capital Investment Co., Ltd. contributing 49,990 million RMB, representing 99.98% of the total [4] - The company will acquire a 2.24% partnership share in the fund, corresponding to the 1,120 million RMB subscription obligation [5][6] - The management fee for the fund is set at 0.5% per year based on the paid-in capital [8] Group 4 - The transaction aims to establish a long-term strategic partnership with Guangsheng Capital and Shenzhen Guangsheng Company, enhancing the company's access to industry resources [10] - The investment will be funded from the company's own resources and is not expected to adversely affect its financial or operational status [10] - The company will closely monitor the fund's investment management and project implementation to mitigate investment risks [10]

东吴证券股份有限公司 关于苏州宝丽迪材料科技股份有限公司 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 之实施超额业绩奖励暨关联交易的的核查意见 独立财务顾问 二零二五年五月 东吴证券股份有限公司（以下简称"东吴证券"、"本独立财务顾问"）接 受苏州宝丽迪材料科技股份有限公司（以下简称"宝丽迪"、"上市公司"或"公 司"）委托，担任本次发行股份及支付现金购买资产并募集配套资金（以下简称 "本次交易"）的独立财务顾问。根据《上市公司重大资产重组管理办法》《上 市公司并购重组财务顾问业务管理办法》等相关规定，对业绩承诺方关于厦门鹭 意彩色母粒有限公司（以下简称"厦门鹭意"、"标的公司"）业绩承诺实现情 况及实施超额业绩奖励暨关联交易的事项进行了核查，核查情况及核查意见如下： 公司于 2025 年 5 月 21 日召开第三届董事会第九次会议和第三届监事会第八 次会议，审议通过了《关于实施超额业绩奖励暨关联交易的议案》，同意公司根 据与厦门鹭意签署的《业绩承诺及补偿协议》等相关协议的约定，对厦门鹭意核 心管理团队进行业绩奖励，奖励金额合计为 90.018 万元。本次超额业绩奖励人 员包括公司董事、副总经理陈劲松 ...