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 ...

Group 1 - The core point of the announcement is the successful completion of performance commitments by Xiamen Luyi Color Masterbatch Co., Ltd., which exceeded the cumulative net profit commitment of 78 million yuan for 2023 and 2024, achieving a total net profit of 78.82 million yuan [1][2] - The Supervisory Board meeting was held on May 21, 2025, with all three supervisors present, and the meeting complied with relevant laws and regulations [1] - The performance commitment report was audited by Lixin Certified Public Accountants, confirming that there were no impairment signs for the assets of Xiamen Luyi Color Masterbatch Co., Ltd. as of December 31, 2024 [2] Group 2 - The Supervisory Board approved the implementation of excess performance rewards and related transactions, deeming them reasonable and not harmful to the interests of the company and its shareholders [2] - The voting results for the proposals were unanimous, with all three votes in favor and no opposition or abstentions [2]

Core Viewpoint - The announcement details the addition of new related transactions for Shanghai Shentong Metro Co., Ltd. and the adjustment of the 2025 annual routine related transactions, emphasizing that these transactions are essential for the normal operations of subsidiaries and do not harm the interests of shareholders, especially minority shareholders [1][2][5]. Summary by Sections New Related Transactions Overview - The new related transactions involve subsidiaries such as Shanghai Shenkai Public Transport Operation Management Co., Ltd., Shanghai Metro New Energy Co., Ltd., Shanghai Metro Property Management Co., Ltd., and Shanghai Metro Electronic Technology Co., Ltd. [1][2]. Adjustment of Annual Related Transactions - The new related transactions will cause the total amount of routine related transactions for 2025 to exceed the previously estimated figures, necessitating an adjustment [2][16]. Review Procedures for New Related Transactions - The independent directors approved the proposal for new related transactions on May 15, 2025, confirming that these transactions are necessary for the subsidiaries' operations and comply with fair market principles [2][3]. Introduction of Related Parties and Relationships - The related parties involved in the new transactions include various subsidiaries and affiliated companies, such as Shanghai Shentong Metro Construction Group Co., Ltd. and Shanghai Metro Operation Companies [3][4]. Main Content and Pricing Basis of New Related Transactions - The new related transactions include various service contracts with estimated amounts, such as: - Shanghai Pudong International Airport Express System maintenance services with an estimated contract amount of approximately 31.5 million yuan [10][11]. - Research and technical services for photovoltaic projects with an estimated amount of 290,000 yuan [12]. - Deep cleaning services with an estimated amount of 1.275 million yuan [13]. - Maintenance services for metro systems with various estimated amounts totaling up to 8.03012 million yuan for 2025 [15][16]. Impact of New Related Transactions on the Company - The new related transactions are part of the normal business activities of the subsidiaries and are expected to benefit the company's operations without harming the interests of shareholders [15][16].

Core Viewpoint - The company responded to the regulatory inquiry regarding its 2024 annual report, addressing questions about customer and supplier relationships, sales contracts, and the impact of its actual controller's agreements on business stability [1][2][3]. Customer and Supplier Relationships - The top five customers contributed sales of 226.87 million yuan, accounting for 41.53% of total annual sales, with significant sales to related parties [1][2]. - The company reported a total procurement of 68.22 million yuan from its top five suppliers, representing 18.73% of total annual procurement, with two suppliers changing during the year [1][2]. Sales Contracts and Performance - The company detailed the performance of new major customers, including the completion of product deliveries and revenue recognition for various projects, with a total of 29.11 million yuan recognized from major projects [2][3]. - The company highlighted that the revenue from the new major customer, Dadi Engineering Development Group, was primarily due to the Wanfu TDS project, which faced delays due to operational issues at the end-user site [2][3]. Impact of Agreements on Control and Stability - The company’s actual controller signed a concerted action agreement with Dadi Company, which is set to expire on December 9, 2025, with no immediate plans for renewal [4][5]. - The agreement has historically increased the controller's voting power from 51.30% to 70.47%, but is expected to stabilize at 38.47% post-expiration, which does not significantly affect control [5][6]. Business Cooperation and Market Position - The business model with Dadi Company is based on a contractor-supplier relationship, with the company maintaining an independent sales system and the ability to secure orders without reliance on Dadi [6][8]. - The company has established a strong cooperative relationship with Dadi, which has resulted in a stable revenue stream, with a decreasing proportion of sales to related parties over the years [10][11]. Revenue Recognition and Sales Policies - The company maintains consistent revenue recognition policies for both related and non-related parties, ensuring that sales are recognized upon delivery and acceptance by the end customer [15][19]. - The pricing for sales to related parties is based on market conditions and cost-plus models, with no significant anomalies detected in pricing practices [12][14]. Financial Performance and Projections - As of April 30, 2025, the company reported cumulative sales to related parties amounting to 84.45 million yuan, with a collection rate of 53.10% [19]. - The company anticipates continued stability in its revenue streams and customer relationships, regardless of the expiration of the concerted action agreement [9][10].

Group 1 - The core point of the announcement is that Shenzhen Metro Group intends to provide a loan of up to 4.2 billion yuan to the company, which involves related party transactions [1][2] - The company has signed a loan contract with Shenzhen Metro Group and has received the loan amount, with three guarantors providing credit guarantees [1][2] - The company is required to provide assets worth no more than 6 billion yuan as collateral within three months after obtaining approval from the shareholders' meeting [1][2] Group 2 - The loan agreement includes a provision for stock pledge, where the company must pledge shares of Wanwu Cloud Space Technology Service Co., Ltd. valued at up to 6 billion yuan [1][2] - The company must monitor the stock value and ensure it meets certain thresholds during the loan period, with specific actions required if the stock value falls below the warning line [1][2] - The company has previously engaged in related transactions with Shenzhen Metro Group, including transferring investment rights for the Hongshu Bay property development project for 1.292 billion yuan and receiving a total of 11.852 billion yuan in loans from the group [2]

证券代码：600318 证券简称：新力金融 公告编号：临 2025-024 安徽新力金融股份有限公司 关于收购控股子公司少数股东股权 暨关联交易的公告 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个别及连带责任。 重要内容提示： ●为提升经营管理效率和盈利能力，增强公司对控股子公司的控制，优化控 股子公司的股权结构，安徽新力金融股份有限公司（以下简称"公司"）拟以现 金 7,371,000 元收购天津润鑫机械设备合伙企业（有限合伙）（以下简称"润鑫 机械"）持有的安徽德润融资租赁股份有限公司（以下简称"德润租赁"）5,250,000 股股权，占比 0.6429%。拟以现金 5,388,600 元收购安徽奥奇展览工程有限责任 公司（以下简称"奥奇展览"）持有的合肥德善小额贷款股份有限公司（以下简 称"德善小贷"）3,500,000 股股权，占比 1.0606%。本次交易完成后，公司持有 德润租赁股权比例将由 59.2806%增至 59.9235%的股权，持有德善小贷股权比例 将由 56.5076%增至 57.5682%的股权，本次交易不 ...

Core Viewpoint - Bafang Co., Ltd. (八方股份) announced a new lease agreement between its wholly-owned subsidiary Bafang New Energy and Gaolupu Electric, which constitutes a related party transaction due to the ownership structure involved [1] Group 1 - The lease period for the new contract will start on June 1, 2025, and last for three years [1] - The total annual rent and associated fees to be paid to Gaolupu Electric is expected to not exceed 3.5 million yuan [1] - Previously, Bafang New Energy had leased part of its properties to Gaolupu Electric starting from November 1, 2024, for a duration of two years [1]

晨丰科技（603685）公告，全资子公司辽宁沈抚北方电网技术有限公司拟以现金方式收购丁闵先生、张 锐女士、上海华诺股权投资基金管理有限公司持有的辽宁盛帆新能源工程股份有限公司94.2752%的股 权，交易金额为3284.54万元。交易完成后，辽宁盛帆将成为公司控股孙公司并纳入合并报表范围。交 易对手方包括公司关联自然人丁闵先生和张锐女士、关联法人上海华诺，本次交易构成关联交易，但不 构成重大资产重组。北网技术购买上述标的公司股权的资金来源于自有资金或自筹资金，不属于募集资 金。 ...

Core Viewpoint - Ningbo Jingda Forming Equipment Co., Ltd. is conducting a transaction involving the issuance of shares and cash payment to acquire 100% of Wuxi Weiyan's equity, with a total transaction price of 360 million yuan, split equally between shares and cash [9][10][30]. Group 1: Transaction Overview - The transaction consists of two parts: issuing shares and cash payment for asset acquisition, and raising matching funds [9][10]. - The total amount for the matching funds is 180 million yuan, with the issuance of up to 30,664,395 shares [10][29]. - The issuance price for the new shares is set at 5.58 yuan per share, totaling 32,258,062 shares [3][14]. Group 2: Financial Details - The transaction price for acquiring Wuxi Weiyan is 360 million yuan, with the payment structure being 50% in shares and 50% in cash [9][10]. - The issuance price for the shares is determined based on the average trading price over the previous 20 trading days, which was 7.69 yuan, leading to a minimum issuance price of 6.16 yuan [11][26]. - The final issuance price was adjusted to 5.58 yuan per share after the company's profit distribution [14][28]. Group 3: Regulatory Compliance - The transaction does not constitute a major asset restructuring as it does not meet the thresholds set by relevant regulations [30][31]. - The transaction is classified as a related party transaction due to the involvement of controlling shareholders and their affiliates [31]. - The company has completed all necessary decision-making and approval processes for the transaction [32]. Group 4: Implementation Status - The registration of the new shares has been completed, increasing the registered capital to 470,129,902 yuan [32][33]. - The company has fulfilled its information disclosure obligations related to the transaction, ensuring compliance with legal and regulatory requirements [33]. - Changes in the board of directors and management personnel of the target company have been executed following the transaction [33].

Group 1 - The company is holding its third extraordinary general meeting of shareholders on May 29, 2025, to discuss important proposals [1][2] - Shareholders are reminded to fulfill their legal obligations and respect the rights of other shareholders during the meeting [1] - The meeting will include discussions on the renewal of the financial services agreement with Zhuhai Huafa Group Financial Co., Ltd., which will provide various financial services for a period of three years [2][3] Group 2 - The company plans to initiate a supply chain asset special plan business, utilizing accounts receivable from suppliers as the underlying assets, with a total limit not exceeding 20 billion yuan, which can be reused [2][3] - The proposals discussed at the meeting involve related party transactions, and related shareholders are required to abstain from voting [2][3]