Core Viewpoint - The document presents a supplementary legal opinion regarding Nanjing Commercial Tourism Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the associated fundraising and related transactions, emphasizing compliance with legal standards and the necessity of the transaction for the company's growth [1][2][3]. Group 1: Transaction Overview - Nanjing Commercial Tourism Co., Ltd. is engaging in a transaction involving the issuance of shares and cash to acquire assets and raise supporting funds [1][2]. - The transaction is subject to regulatory scrutiny, and the law firm has issued a supplementary legal opinion to address inquiries from the regulatory body [3][7]. Group 2: Legal Compliance and Responsibilities - The law firm asserts that it has fulfilled its legal responsibilities in accordance with relevant laws and regulations, ensuring the accuracy and completeness of the facts presented in the opinion [4][5][6]. - The supplementary legal opinion is intended solely for the purpose of this transaction and cannot be used for other purposes without the law firm's consent [6]. Group 3: Financial and Operational Implications - The transaction includes a price adjustment mechanism to respond to market fluctuations, which aims to protect the interests of the company and its minority shareholders [12][13]. - The law firm has conducted thorough checks on the financial health of the involved entities, ensuring that the assets to be injected into the company meet specific financial and compliance standards [22][23]. Group 4: Asset Evaluation and Strategic Considerations - The assets being considered for acquisition have been evaluated based on their financial performance, with specific criteria set to ensure they contribute positively to the company's operations [22][23]. - The document outlines the financial performance of the target assets, indicating that they meet the necessary profitability and return on investment criteria [23][27].

Core Viewpoint - China Shenhua Energy Co., Ltd. plans to acquire assets from the State Energy Investment Group and its subsidiary through a combination of issuing shares and cash payments, along with raising supporting funds [1][2][3] Group 1: Meeting Details - The sixth board meeting of China Shenhua was held on August 7, 2025, with 7 directors eligible to vote, of which 6 attended in person and 2 via video [1] - The meeting complied with relevant laws and regulations, and all resolutions were passed unanimously [2][11] Group 2: Transaction Overview - The proposed transaction involves acquiring 100% equity stakes in several companies, including Guoyuan Power Co., Xinjiang Energy Chemical Co., and others, totaling multiple subsidiaries of the State Energy Group [2][3] - The transaction price and valuation are yet to be determined, pending completion of auditing and assessment [3][4] Group 3: Payment Structure - The payment for the assets will be made through a combination of issuing shares and cash, with specific arrangements for each transaction partner [4][5] - The share issuance will be priced at 30.38 RMB per share, based on the company's net asset value [4][5] Group 4: Regulatory Compliance - The board confirmed that the transaction complies with various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][11] - Special resolutions will be submitted for shareholder approval regarding the transaction and its implications [11][12] Group 5: Lock-up and Profit Sharing - Shares acquired by the State Energy Group will be locked for 36 months post-issuance, with conditions for extension based on stock performance [6][10] - The retained earnings before the transaction will be shared proportionally among new and existing shareholders after the completion of the asset acquisition [10][12]

Group 1 - The company held its ninth board meeting on August 13, 2025, where all seven participating directors voted in favor of the proposal regarding the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. through a combination of issuing shares and cash payment [1][2] - The board approved the updated audit report and review report as of May 31, 2025, which are essential for the ongoing acquisition process [4][7] - The company plans to sign a supplementary performance compensation agreement with specific parties, which has been approved by the board and will be submitted for shareholder meeting review [3][9] Group 2 - The company has analyzed the impact of the acquisition on immediate returns and proposed specific measures to mitigate any dilution of returns, which have been approved by the board [5][6] - The board agreed to cancel certain proposals originally intended for the second extraordinary general meeting in 2025 and replace them with new temporary proposals [8][9] - The company will cancel unexercised stock options from the 2021 stock option incentive plan, totaling 5,761,552 options, affecting 243 individuals, which represents 0.7153% of the total share capital [9][10]

Group 1 - The company held its ninth meeting of the sixth supervisory board on August 13, 2025, with all three supervisors present, complying with legal and regulatory requirements [1] - The supervisory board approved several proposals, including adjustments to a transaction plan involving the acquisition of 100% equity of Bomi Technology Co., Ltd. from multiple parties [2][4] - The transaction price was adjusted from 1,443.0425 million yuan to 1,437.9084 million yuan, and the equity stake to be acquired was reduced from 100% to 99.64% [2][3] Group 2 - The company proposed to adjust the transaction plan, which was deemed not to constitute a major adjustment under relevant regulations, as the changes in transaction parties and asset stakes did not exceed 20% of the original transaction value [2][4] - The supervisory board also approved the termination of an agreement related to the acquisition of assets from Meng Xianwei [5] - The board agreed to continue using temporarily idle raised funds and self-owned funds for cash management, aiming to enhance fund utilization efficiency without affecting ongoing projects or operations [6]

Core Viewpoint - The company, Guangzhou Maipu Regenerative Medicine Technology Co., Ltd., is adjusting its plan for issuing shares and cash payment to acquire 100% equity of Guangzhou Yijie Medical Technology Co., Ltd., including changes to the subscription targets, pricing benchmark date, and issuance price for the fundraising [2][3]. Group 1: Adjustments to Fundraising Plan - The original subscription target for the fundraising was the actual controller Yuan Yuyu, but it has been adjusted to Guangzhou Yijian Medical Investment Co., Ltd., which is 100% owned by Yuan Yuyu [3][4]. - The pricing benchmark date for the fundraising has been changed to the date of the announcement of the resolution from the 12th meeting of the third board of directors [3][4]. - The new issuance price for the fundraising is set at 57.35 yuan per share, which is not less than 80% of the average stock price over the 20 trading days prior to the pricing benchmark date [4][5]. Group 2: Meeting Resolutions and Approvals - The adjustments to the fundraising plan were approved during the 12th meeting of the third board of directors held on August 11, 2025, which included the review of the related party transaction [5]. - Independent directors conducted a special meeting to review and express agreement with the adjustments made to the fundraising plan [4][5]. - The company ensures that the adjustments do not harm the interests of the company or minority shareholders [3][4].

Group 1 - The company held its 17th meeting of the second supervisory board on August 6, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1][2] - The supervisory board approved the proposal to terminate the issuance of shares and cash payment for asset acquisition and related fundraising, deeming it a prudent decision based on actual circumstances [1][2] - The decision was made in compliance with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders, and it will not significantly impact the company's ongoing operations [1]

证券代码：603991 证券简称：至正股份 公告编号：2025-045 深圳至正高分子材料股份有限公司 公司收到《审核中心意见落实函》后，会同相关中介机构结合公司情况，按 照相关要求对《审核中心意见落实函》中的问题进行了认真研究、落实，并提交 了相关回复、重组报告书（上会稿）等文件，具体内容详见公司同日在上交所网 站披露的《关于深圳至正高分子材料股份有限公司重大资产置换、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申请的审核中心意见落实函之回复 报告》等相关文件。 本次交易尚需经上交所审核通过及中国证券监督管理委员会同意注册后方 可实施。本次交易能否通过审核、取得注册，以及最终通过审核、取得注册的时 间均存在不确定性，公司将根据审核进展情况及时履行信息披露义务，敬请广大 投资者关注后续公告并注意相关投资风险。 特此公告。 深圳至正高分子材料股份有限公司董事会 函的公告 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法律责任。 深圳至正高分子材料股份有限公司（以下简称"公司"）拟通过重大资产置 换、发行股份及支付现金的方式取得先进 ...

证券代码：688115 证券简称：思林杰 公告编号：2025-039 广州思林杰科技股份有限公司 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 广州思林杰科技股份有限公司（以下简称"公司"）第二届监事会第十六次 会议于 2025 年 7 月 30 日在公司会议室以现场方式召开，会议通知及会议材料 于 2025 年 7 月 28 日以电子邮件方式送达全体监事。会议应参加监事 3 人，实 际参加监事 3 人，董事会秘书列席本次会议。全体监事已在充分阅读并理解公 司本次第二届监事会第十六次会议议案的全部内容基础上，同意公司本次第二 届监事会第十六次会议豁免提前三天通知，并确定对本次第二届监事会第十六 次会议的通知、召集和召开无异议。会议的召集和召开符合《公司法》和《公 司章程》等有关规定，会议合法、有效。会议由监事会主席吴艳女士主持，与 会监事以记名投票方式投票表决，经认真研究审议形成决议如下： 二、监事会会议审议情况 （一）审议通过了《关于修订 <广州思林杰科技股份有限公司发行股份及> 支付现金购买资 ...

Meeting Overview - The fifth special meeting of the fourth board of independent directors of Aikodi Co., Ltd. was held on July 30, 2025, via communication voting, with all three independent directors present [1][2] - The meeting was convened and chaired by independent director Mr. Fan Baoqun, and the procedures complied with relevant laws and regulations [1] Resolutions Passed - The independent directors approved the draft report on the issuance of shares and cash payment for asset acquisition and the related fundraising report, which will be revised based on regulatory feedback [1][2] - The independent directors also approved the extension audit report and pro forma review report related to the transaction, which will be used for information disclosure and submitted to regulatory authorities [2] - The board analyzed the impact of the transaction on the immediate return dilution and established measures to compensate for this dilution, with commitments from directors and major stakeholders to ensure implementation [2][3]

Core Viewpoint - The company, Nanjing Shanglv, held its 11th ninth supervisory board meeting on July 28, 2025, where it approved the revised draft of the asset acquisition and fundraising report, along with related audit reports [1][2][3] Group 1: Supervisory Board Meeting - The supervisory board meeting was conducted via communication, with all three participating supervisors voting [1] - The meeting's resolutions were deemed legal and effective, adhering to relevant laws and regulations [1] Group 2: Asset Acquisition and Fundraising - The board approved the proposal regarding the issuance of shares and cash payment for asset acquisition, along with the fundraising and related transactions, with a voting result of 2 in favor [2] - The company revised the asset acquisition report based on inquiries from the Shanghai Stock Exchange and audit reports from Zhongxinghua Accounting Firm [2] Group 3: Audit Reports - The company received a simulated audit report for Nanjing Huangpu Hotel, reflecting the financials post the divestment of its subsidiary, Liu Huachun, which was completed in April 2024 [2][3] - The supervisory board approved the simulated audit and review reports for disclosure and submission to regulatory authorities [3]