| 证券代码：000736 | 证券简称：*ST | 中地 公告编号：2025-058 | | --- | --- | --- | | 债券代码：149610 | 债券简称：21 | 中交债 | | 债券代码：148385 | 债券简称：23 | 中交 04 | | 债券代码：148551 | 债券简称：23 | 中交 06 | | 债券代码：134164 | 债券简称：25 | 01 中交 | | 债券代码：133965 | 债券简称：25 | 中交 02 | | 债券代码：134197 | 债券简称：25 | 03 中交 | 中交地产股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 一、放弃商业机会概述 本项议案尚需获得股东大会的批准，与该关联交易有利害关系的 关联人将回避表决。 二、商业机会介绍 厦门市集美区 J2025P01 号嘉庚科艺城地块项目土地面积 10.86 万平方米，土地用途为商住用地，计容建筑面积约 17.40 万平方米， 项目挂牌起始价为 206,700 万元。 三、关联方基本情况 名称：中交房地产集团有限公司 中交地产股份有 ...

沧州大化股份有限公司 二〇二五年五月 目 录 议案一：关于《沧州大化股份有限公司 2024 年度财务决算及 2025 年度预算报告》 议案二：关于《沧州大化股份有限公司 2024 年度利润分配预案》的议案 议案三：关于《沧州大化股份有限公司 2024 年度董事会工作报告》的议案 议案四：关于《沧州大化股份有限公司续聘 2025 年度审计机构及支付 2024 年度 议案五：关于《沧州大化股份有限公司日常关联交易》的议案...... ...19 议案六：关于《沧州大化股份有限公司独立董事 2024 年度述职报告》的议案 议案七：关于《支付公司董事、监事和高级管理人员 2024 年度报酬》的议案 议案八：关于《沧州大化股份有限公司 2025 年度投资计划》的议案......49 议案九：关于《提请股东大会授权董事会办理以简易程序向特定对象发行股票》 议案十：关于《沧州大化股份有限公司 2024 年年度监事会工作报告》的议案 沧州大化股份有限公司 尊敬的各位股东及股东代表： 为维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，依据中 国证监会《上市公司股东大会规则》及本公司《股东大会议事规则》等有关规定， 制 ...

Core Viewpoint - The company Huibo Yuntong (301316.SZ) has announced plans to issue shares and pay cash to acquire assets, alongside raising supporting funds, which has led to a significant stock price increase of 20% on the announcement day [1]. Group 1: Acquisition and Fundraising Plans - The company is planning to acquire 67.91% of Baode Computer through a combination of issuing shares and cash payments to 59 counterparties, including Leshan High-tech Investment [2]. - The share issuance price for the acquisition is set at 20.26 yuan per share, which is at least 80% of the average trading price over the previous 20 trading days [2][3]. - The total amount of supporting funds raised will not exceed 100% of the acquisition price, with the number of shares issued not exceeding 30% of the company's total share capital prior to the issuance [3]. Group 2: Strategic Investor and Collaboration - The company has signed a conditional strategic cooperation agreement with Changjiang Industrial Investment Group to enhance industrial synergy and overall strength [1]. - The strategic investor, Changjiang Industrial Group, is controlled by the Hubei Provincial Government's State-owned Assets Supervision and Administration Commission [1]. Group 3: Financial Performance - For Q1 2025, the company reported a revenue of 506 million yuan, a year-on-year increase of 37.46%, but a net profit attributable to shareholders of only 4.16 million yuan, down 72.13% from the previous year [7][8]. - The net cash flow from operating activities was negative at -94.90% compared to the same period last year, indicating significant cash outflows [7][8]. Group 4: Shareholding Structure - As of April 30, 2025, the controlling shareholder, Shenhui Holdings, holds 21.16% of the company, while the actual controller, Yu Hao, has a combined control of 38.90% of the shares [4]. - The transaction will not change the controlling shareholder or the actual controller of the company [4]. Group 5: Historical Context - Huibo Yuntong was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on October 13, 2022, with an initial issuance price of 7.60 yuan per share [6]. - The company raised a total of 304.08 million yuan during its IPO, with net proceeds of 240.76 million yuan after expenses [6].

Core Viewpoint - The supplementary legal opinion outlines the updates and changes regarding the asset acquisition and related transactions of Ningbo Construction Group Co., Ltd, emphasizing the legal compliance and necessary approvals for the transaction [2][3]. Group 1: Transaction Overview - The transaction plan has been updated to include impairment testing and compensation arrangements, where the counterparty will bear compensation responsibilities for certain impaired assets [3]. - The transaction has received necessary approvals and authorizations, with no new approvals required during the supplementary review period [6]. Group 2: Company Qualifications - As of the report date, the top ten shareholders of the listed company hold a total of 361,620,704 shares, representing 33.27% of the total shares [5]. - The controlling shareholder remains the Investment Group, with the actual controller being the Ningbo State-owned Assets Supervision and Administration Commission [5]. Group 3: Asset and Financial Information - The basic situation of the target company has not changed during the supplementary review period, including its shareholding structure and main business qualifications [7]. - The target company and its subsidiaries have added one major qualification and permit required for production and operation during the new reporting period [7]. Group 4: Legal and Compliance Issues - The target company has faced minor issues regarding the leasing of land and properties, with some landlords failing to provide ownership certificates, affecting 21.56% of the leased land area and 10.50% of the leased properties [8][9]. - The target company has received four administrative penalties exceeding 10,000 yuan, but these do not constitute significant legal obstacles to the transaction [12]. Group 5: Financial Performance and Projections - The transaction is expected to enhance the listed company's revenue and net profit significantly, improving its operational scale and risk resistance [18]. - The asset valuation for the transaction was determined using the asset-based method, with a valuation of 1,527.20 million yuan and an appreciation rate of 16.49% [21].

证券代码：688526 证券简称：科前生物 公告编号：2025-026 武汉科前生物股份有限公司 第四届监事会第九次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 武汉科前生物股份有限公司（下称"公司"）于 2025 年 5 月 19 日以现场和通讯相结合的形式召开第四届监事会第九次会议（下称 "本次会议"）。本次会议通知于 2025 年 5 月 14 日以邮件、电话的 方式向各位监事发出，本次会议由监事会主席吴斌先生主持，本次会 议应参与表决监事 3 人，实际参与表决监事 3 人。本次会议的召集、 召开程序均符合《公司法》、《证券法》等法律、法规和规范性文件 以及《公司章程》的规定。 二、监事会会议审议情况 经与会监事审议，作出决议如下： (一）审议通过《关于公司与华中农大签订合作研发协议暨关联 交易的议案》 监事会认为：公司本次签订合作研发协议暨关联交易符合公司整 体发展方向，本次关联交易的审批程序合法合规，不存在损害公司及 股东利益的情形。 具体内容详见公司于同日刊登在上海证券 ...

Core Viewpoint - Zhuhai Zhimian Group Co., Ltd. plans to sign a Financial Service Agreement with Zhuhai Huafa Group Finance Co., Ltd. to optimize financial management and improve capital operation efficiency, involving a maximum daily deposit balance of RMB 8 billion and a maximum revolving credit limit of RMB 10 billion [1][2][5] Summary by Sections 1. Overview of Related Transactions - The company intends to sign a Financial Service Agreement with the finance company to provide various financial services, including deposits, loans, and other services, with a validity period of three years [2][3] - The finance company is a subsidiary of Huafa Group, which is the indirect controlling shareholder of the company, making this transaction a related party transaction [2][3] 2. Approval Process for the Transaction - The signing of the Financial Service Agreement has been approved by the company's board of directors and the annual general meeting, with independent directors providing consent [2][3] - The company has previously approved the expected daily related transactions for 2025, including deposits and loans, at meetings held on April 25 and May 19, 2025 [2][3] 3. Details of the Financial Service Agreement - The agreement includes provisions for various financial services such as deposit services, loan services, and guarantees, with a maximum daily deposit limit of RMB 8 billion and a revolving credit limit of RMB 10 billion [4] - The pricing for services will be determined based on rates offered by commercial banks for similar services [4] 4. Purpose and Impact of the Related Transactions - The agreement aims to enhance financial management and improve capital returns, with no significant impact on the company's normal operations or financial status [5] - The pricing of the related transactions is fair and does not harm the interests of the company or minority shareholders [5]

宁波圣龙汽车动力系统股份有限公司 主持人：公司董事长罗力成先生 序号 议案名称 宣读人 的议案 计机构的议案 Ningbo Shenglong Automotive Powertrain System Co., Ltd. （浙江省宁波市鄞州区金达路788号） 会 议 资 料 宁波圣龙汽车动力系统股份有限公司 会议时间：2025年5月28日下午14:00 召开地点：浙江省宁波市鄞州区金达路788号公司技术中心四楼会议室 人民共和国证券法》（以下简称"证券法"）及有关法律法规和《公司章程》及《董事 会议事规则》等的规定，秉持对全体股东负责的原则，维护全体股东的合法权益，充 分发挥科学决策和战略管理作用；勤勉尽职，切实履行股东大会赋予的职权，严格执 行股东大会的决定；健全公司治理制度，完善公司治理结构，持续提升公司治理水平。 现将公司董事会 2024 年工作情况和 2025 年工作计划重点汇报如下： 一、公司 2024 年度经营情况 本报告期，公司实现营业收入 161,915.01 万元，比去年同期上升 11.66%; 归属于 上市公司股东的净利润实现 2,975.22 万元，比去年同期下降 44.23%。 二、公 ...

Core Viewpoint - The company is preparing for its 2024 annual meeting, focusing on independent audits, financial reports, and proposals for asset impairment provisions and guarantees for subsidiaries [3][4][5]. Meeting Agenda and Related Matters - The meeting is scheduled for May 29, 2025, at 14:30, in Nanjing, with a detailed agenda including the welcome address, independent director reports, and voting on various proposals [3][4]. - The meeting will address the independent audit report for 2024, the financial settlement report for 2023, and the proposal for the appointment of the accounting firm for 2024 [4][5]. Supervisory Board Work Report - The supervisory board held four meetings during the reporting period, reviewing the company's compliance with laws and regulations, and confirming that the board's operations were in accordance with the company's articles of association [4][5]. - The financial activities of the company were conducted in accordance with accounting standards, and the 2023 annual report accurately reflects the company's financial status [5][6]. Related Transactions - The company engaged in related transactions with its subsidiaries, ensuring that these transactions were conducted at market prices and did not harm the interests of shareholders [6][11]. - The total expected amount for related transactions in 2025 is projected to be 18,800 million yuan, with specific categories including construction materials and engineering services [8][9]. Asset Impairment Provisions - The company plans to recognize an asset impairment provision of 1,035.02 million yuan based on the results of impairment testing conducted on various assets as of December 31, 2024 [18][19]. - Specific provisions include 437.65 million yuan for the Nanjing Xingye Happy Garden and 276.92 million yuan for the Nanjing Fengqing Yuefu [18][19]. Guarantees for Subsidiaries - The company intends to provide guarantees for its subsidiaries, with a total authorization limit of 3.26 billion yuan for 2025, ensuring support for their operational needs [15][16]. - The guarantees are structured based on the subsidiaries' asset-liability ratios, with specific limits set for those above and below 70% [15][16]. Financial Data Overview - The financial data for 2024 indicates total assets and net assets for various subsidiaries, with some reporting losses, highlighting the need for careful financial management [10][17]. - The company's total external guarantees amount to 3.2986 billion yuan, representing 97.34% of the most recent audited net assets [18].

Core Viewpoint - The company, Electric Power Investment Energy (002128), is planning a significant asset restructuring by acquiring 100% equity of Baiyinhu Coal Power Co., Ltd. from the State Power Investment Corporation through a combination of issuing shares and cash payment, along with raising supporting funds [1][3]. Group 1: Transaction Details - The company announced the resumption of trading on May 19, 2025, after a suspension for the restructuring plan [1]. - The specific transaction price for the acquisition has not yet been determined and will be based on an evaluation report from a legally recognized appraisal agency [2]. - The shares to be issued will be A-shares with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [2][3]. Group 2: Financial Aspects - The proposed share issuance price is set at RMB 15.57 per share, which is not less than 80% of the average trading price over the last 120 trading days prior to the pricing date [3]. - The total amount of supporting funds raised will not exceed 100% of the transaction price for the asset acquisition, and the number of shares issued will not exceed 30% of the total share capital post-transaction [4]. - The funds raised will be used for cash consideration for the transaction, construction projects related to the acquired assets, and to supplement working capital or repay debts, with specific limits on the proportions allocated for these purposes [4]. Group 3: Company Background - Baiyinhu Coal Power Co., Ltd. primarily engages in the production and sale of coal, aluminum, and electricity products, serving regions such as Inner Mongolia, Jilin, and Liaoning [5]. - The company is wholly owned by the State Power Investment Corporation's Inner Mongolia Energy Co., Ltd., which is in turn fully owned by the State Power Investment Corporation [5]. Group 4: Shareholder Structure - The controlling shareholder of the company is Mengdong Energy, holding 1,250,022,721 shares, accounting for 55.77% of the total share capital [4]. - The actual controller remains the State Power Investment Corporation, which holds 65% of Mengdong Energy [4].

Core Viewpoint - The report outlines the independent financial advisory role of Zhongtian Guofu Securities in the major asset sale and related transactions of Rongfeng Holdings, emphasizing compliance with legal regulations and the completion of the asset transfer process [1][2][8]. Group 1: Transaction Overview - Rongfeng Holdings plans to sell a 33.74% stake in Anhui Weiyu Medical Technology Co., Ltd. to its controlling shareholder, Shengshida, through a cash transaction [3][4]. - The transaction involves two phases of payment, with the first phase requiring Shengshida to pay 142 million yuan within 10 working days after the supplementary agreement takes effect, and the remaining payment to be completed by December 31, 2023 [4][5]. Group 2: Financial Performance - For the year 2024, Rongfeng Holdings reported a revenue of 133.46 million yuan, a year-on-year increase of 13.87%, while the net profit attributable to shareholders was -367.78 million yuan, a decrease of 640.96% compared to the previous year [6][7]. - The net cash flow from operating activities was 14.51 million yuan, reflecting a significant increase of 301.76% year-on-year, while the net assets attributable to shareholders decreased by 33.39% to 733.77 million yuan [6][7]. Group 3: Corporate Governance - The company has been improving its corporate governance structure in accordance with relevant laws and regulations, ensuring effective operation and information disclosure [7][8]. - The governance structure is characterized by clear responsibilities, effective checks and balances, and coordination among the shareholders' meeting, board of directors, and supervisory board [7][8]. Group 4: Compliance and Commitments - All conditions for the effectiveness of the transaction agreements have been met, and there have been no violations of the agreements by the parties involved [6][8]. - The independent financial advisor confirms that the actual implementation of the transaction aligns with the previously disclosed restructuring plan, with no significant discrepancies found [6][8].