一、本次交易概述 公司拟将持有的上海矿业 90%股权出售予公司间接控股股东卧龙控股或其子 公司。本次交易完成后，公司将不再持有上海矿业股权。 公司于 2025 年 4 月 12 日披露了《卧龙资源集团股份有限公司关于筹划重大 资产出售暨关联交易的提示性公告》（公告编号：临 2025-036 号）， 对本次交易涉 及的相关事项进行了详细说明。 二、本次交易进展情况 自《卧龙资源集团股份有限公司关于筹划重大资产出售暨关联交易的提示性 公告》披露以来，公司已就本次交易事项同各相关方持续沟通协商，并积极推进 方案论证、尽职调查等相关工作。 截至本公告披露日，具体交易方案尚需进一步协商和确定，交易双方尚未签 署交易协议。公司将根据本次交易的进展情况，严格按照相关法律法规的规定履 行有关的决策审批程序和信息披露义务。 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。 重要内容提示： 证券代码：600173 证券简称：卧龙地产 公告编号：临 2025-044 卧龙新能源集团股份有限公司 关于筹划重大资产出售暨关联交易的进展公告 三、风险提示 ...

Core Viewpoint - The report outlines the independent financial advisory role of CITIC Construction Investment Securities Co., Ltd. regarding the major asset sale and related transactions of Shenzhen Baoying Construction Holdings Group Co., Ltd. in 2024, emphasizing the completion of the transaction and the implications for the company's financial status [1][4][6]. Group 1: Transaction Overview - The transaction involves the sale of 100% equity of Baoying Construction by Baoying Holdings and its wholly-owned subsidiary Baoying Huike to the controlling shareholder, Daxiheng Group, through a non-public agreement [4][5]. - The payment for the transaction includes the offset of a debt of 787.743 million yuan owed to Baoying Holdings and a cash payment of 551,800 yuan to Baoying Huike [5][6]. Group 2: Financial Performance - For the fiscal year 2024, Baoying Holdings reported total revenue of approximately 2.11 billion yuan, a decrease of 48.63% compared to 2023 [7]. - The net profit attributable to shareholders was reported at -742.3 million yuan, showing a year-on-year improvement of 23.52% [7]. - The total assets of the company decreased by 85.08% to approximately 1.41 billion yuan, and the net assets attributable to shareholders were negative, indicating a significant decline in financial health [7][8]. Group 3: Governance and Compliance - The company faced governance issues, including a non-compliant cash donation of 40 million yuan, which was later adjusted from capital reserves to other payables [8][9]. - The independent financial advisor noted that Baoying Holdings failed to maintain effective internal controls over financial reporting, leading to significant deficiencies [9].

铜陵有色（000630）公告，公司拟以增资方式控股有色财务公司，交易完成后，有色财务公司将成为公 司控股子公司。为此，有色财务公司将与公司控股股东有色集团签署《金融服务协议》，构成关联交 易。协议规定在有效期内，有色集团及其下属成员单位存放在有色财务公司的日最高存款余额不超过30 亿元，贷款余额不超过30亿元，授信不超过45亿元。该事项尚需提交股东大会审议批准。协议旨在提高 资金使用效率，控制风险，增加收入。 ...

Core Viewpoint - The annual general meeting of China Telecom Co., Ltd. will address various proposals including financial reports, profit distribution, and related party transactions with China Tower Co., Ltd. [1][2][3] Financial Reports - The financial statements for the year 2024 have been audited and received a standard unqualified opinion from external auditors [5][6] - The proposed cash dividend for 2024 is RMB 0.0927 per share, totaling approximately RMB 8.48 billion, which represents 72% of the company's profit attributable to shareholders [13][14] Profit Distribution - The company seeks authorization from shareholders to determine the mid-term profit distribution plan for 2025 [5][6] - The total profit distribution plan for 2024 includes a cash dividend of RMB 23.77 billion, which includes previously distributed mid-term dividends [14] Related Party Transactions - The company will continue to execute the related party transaction agreement with China Tower, which includes leasing services for communication towers [15][16] - The agreement is set for five years, from January 1, 2023, to December 31, 2027, with a focus on fair pricing based on construction costs and maintenance [19][20] External Auditors - The company recommends reappointing KPMG Huazhen and KPMG Hong Kong as external auditors for the year 2025, citing their satisfactory performance in the previous audit [21][22] Insurance for Directors and Officers - The company proposes to purchase liability insurance for its directors, supervisors, and senior management to mitigate management risks [23][24] Board Elections - The company will elect Mr. Lu Yongzhong as a non-executive director to replace Mr. Chen Shengguang, who is undergoing a work adjustment [24][25] Share Buyback Authorization - The company seeks authorization to repurchase up to 10% of its issued A and H shares, allowing flexibility in response to market conditions [26][27]

Core Viewpoint - Ningxia Baofeng Energy Group Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, focusing on debt repayment pressure, liquidity, and fixed asset investments [1][2]. Group 1: Debt and Liquidity - The company's debt-to-asset ratio from 2022 to 2024 was 41.17%, with short-term loans of 760 million and non-current liabilities due within one year amounting to 6.36 billion, indicating a significant liquidity pressure as current liabilities exceed current assets by 16.465 billion [1]. - The company plans to distribute dividends and pay interest amounting to 3.206 billion in 2024, a year-on-year increase of 107.51%, with a cash dividend ratio of 47.44%, up by 11.24 percentage points from 2023 [1]. - As of the end of 2024, the company had interest-bearing liabilities totaling 31.031 billion, with expected annual cash flow from operations projected at approximately 17.3 to 18.5 billion from 2025 onwards [1][2]. Group 2: Fixed Assets and Construction Projects - The company's fixed assets and construction projects accounted for 81.88% of total assets, with construction projects showing a book balance of 30.126 billion, a year-on-year increase of 111.64% [3]. - Major investments include 18.263 billion for the Inner Mongolia Olefin Project and 1.18 billion for safety technology upgrades at the Malian Tai Coal Mine, with significant increases in budget allocations compared to 2023 [3]. - The company's olefin production capacity is set to increase from 1.2 million tons per year to 5.2 million tons per year, positioning it as a leader in the coal-to-olefin industry, with olefin products contributing 59% to revenue and 60% to operating profit [5].

证券代码：600759 证券简称：洲际油气 公告编号：2025-018 号 次交易构成关联交易。 ?本次交易不构成重大资产重组。 ?本次关联交易经公司第十三届董事会第二十三次会议审议通过，无需提交 股东大会审议。 ?过去 12 个月内，公司与同一关联人（指 HUILING 女士及其控制的除本公 司之外的企业等交易主体）发生的除日常关联交易外的关联交易累计共 3 次，总 交易金额为人民币 4322.4 万元。 洲际油气股份有限公司关于公司控股子公司 向关联人借款暨关联交易的公告 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： ?洲际油气股份有限公司（以下简称"公司"或"洲际油气"）控股子公司 拟向实际控制人间接控股的子公司申请美元借款，借款总额为 3450 万美元。本 至本次交易为止，过去12个月内本公司与同一关联人（指HUILING) 女士及 其控制的除本公司之外的企业等交易主体）发生的除日常关联交易外的关联交易 累计共3次，总交易金额为人民币4322.4万元，占上市公司最近一期经审计净资 产0.5%。 ...

二○二五年五月二十日 圆通速递股份有限公司 会 议 资 料 中国·上海 目 录 关于《圆通速递股份有限公司第三期股票期权激励计划（草案）》及其摘要的议案 关于《圆通速递股份有限公司第三期股票期权激励计划实施考核管理办法》的议案 关于提请股东大会授权董事局办理公司第三期股票期权激励计划有关事项的议案25 圆通速递股份有限公司 会 议 须 知 根据中国证券监督管理委员会《上市公司股东大会规则》《公司章程》的有关规定， 为确保公司股东大会顺利召开，特制定会议须知如下，望出席股东大会的全体人员遵守 执行： 一、股东参加股东大会，应当认真履行其法定义务，不得侵犯其他股东权益； 二、股东大会期间，全体出席人员应以维护股东的合法利益、确保大会正常秩序和 议事效率为原则，认真履行法定职责； 三、出席大会的股东依法享有发言权、咨询权、表决权等各项权利，股东要求发言 时不得打断会议报告人的报告或其他股东的发言，股东要求发言时请先举手示意； 四、在会议集中审议议案过程中，股东按会议主持人指定的顺序发言和提问，建议 每位股东发言时间不超过 3 分钟，同一股东发言不超过两次，发言内容不超出本次会议 审议范围； 五、任何人不得扰乱大会的 ...

Overview - The company announced a supplementary notice regarding the payment of guarantee fees to related parties and the associated transactions [1] Transaction Details - The board of directors approved a proposal for the company to pay guarantee fees to related parties, which will be submitted for review at the 2024 annual general meeting [1] - The company’s wholly-owned subsidiary, Guizhou Daqin Tumor Hospital Co., Ltd., will receive a fixed asset loan from the Agricultural Development Bank of China, with guarantees provided by Guizhou Chitianhua Group and Zunyi Tiantong Plastic Co., Ltd. [1] - The guarantee fee payment is based on the assessed value of the collateral provided for the loan [2] Asset Evaluation - The assessed value of the collateral, which includes 66 properties and commercial spaces, is determined to be 200.8363 million yuan, reflecting a decrease of 22.23% from the previous bank assessment [2] - The decline in assessed value is attributed to reduced usable life of the assets and a sluggish real estate market [2] Adjusted Guarantee Fee Structure - The pricing basis for the guarantee fee will be adjusted according to the new assessed value [3] - The maximum estimated total guarantee fee is now capped at 34.6443 million yuan, calculated based on the new assessed value over a maximum period of 11.5 years [5] Future Implications - The adjustment in the assessed value of the collateral will lead to a reduction in the guarantee fees payable by the company [5] - The company aims to negotiate with the Agricultural Development Bank to release the guarantees by 2028, contingent on the hospital's operational performance [5]

Core Points - The company held its 2024 Annual General Meeting on May 19, 2025, chaired by Chairman Xi Huiming [1] - Various proposals were presented for shareholder approval, including the annual report, board and supervisory committee reports, financial settlement report, profit distribution plan, and financing plan for 2025 [2][3][4][6][9] Proposal Summaries - **Proposal 1: Annual Report** The company prepared the 2024 Annual Report and its summary, which has been approved by the audit committee, board, and supervisory committee [2][3] - **Proposal 2: Board Work Report** The board presented the 2024 Board Work Report, which includes independent directors' reports [3] - **Proposal 3: Supervisory Committee Work Report** The supervisory committee's work report for 2024 was presented for approval [4] - **Proposal 4: Financial Settlement Report** The company prepared the 2024 Financial Settlement Report, which has been approved by relevant committees [6] - **Proposal 5: Profit Distribution Plan** The company reported a net loss of 630.12 million yuan for 2024, leading to a proposal not to distribute profits for the year. The retained earnings will be used for operational needs and debt repayment [7][8] - **Proposal 6: Financing Plan for 2025** The company plans to apply for a credit limit of up to 4 billion yuan and a working capital loan of up to 1.5 billion yuan for 2025 [9] - **Proposal 7: Confirmation of Related Transactions** The company confirmed related transactions for 2024, ensuring they were necessary and conducted at fair market prices [10] - **Proposal 8: Expected Related Transactions for 2025** The company outlined expected related transactions for 2025, emphasizing fair pricing and normal business operations [19][20] - **Proposal 9: Audit Committee Report** The Audit Committee's performance report for 2024 was presented for approval [22] - **Proposal 10: Director and Supervisor Remuneration** The proposed remuneration for directors and supervisors for 2025 was detailed, with specific amounts for each position [24] - **Proposal 11: Authorization for Stock Issuance** The company seeks authorization to issue up to 300 million yuan in stock to specific investors, with conditions outlined for the issuance process [26][27][28]

Group 1 - The company plans to acquire 58.33% of the total share capital of Taihu Jinzhan Technology Co., Ltd. by issuing shares and paying cash to 10 counterparties [1] - The company will also issue shares to no more than 35 specific qualified investors, including Hefei Industrial Investment Holding Group Co., Ltd., to raise supporting funds for the transaction [1] - The Shenzhen Stock Exchange has accepted the company's application for the issuance of shares and cash payment for asset acquisition, indicating that the application documents are complete [2] Group 2 - The transaction is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the final approval and registration timeline [2] - The company commits to timely information disclosure in accordance with relevant laws and regulations as the transaction progresses [2]