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 ...

爱柯迪股份有限公司 一、会议基本情况 爱柯迪股份有限公司（以下简称"公司"）第四届董事会独立董事专门会议第五 次会议于 2025 年 7 月 30 日以通讯表决方式召开。本次会议应出席独立董事 3 人，实 际出席独立董事 3 人，由过半数独立董事共同推举独立董事范保群先生召集和主持。 会议的召集、召开和表决程序符合《中华人民共和国公司法》、《上市公司独立董事 管理办法》等法律法规及《公司章程》、《独立董事专门会议工作制度》的有关规定。 二、会议审议情况 出席独立董事认真审议了下述议案，并以记名投票表决的方式进行表决： （一）审议通过《关于 <爱柯迪股份有限公司发行股份及支付现金购买资产并募集> 配套资金报告书（草案）（修订稿）>及其摘要的议案》 根据《证券法》《上市公司重大资产重组管理办法》（2025 年修正）、《公开发行证 券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 （2025 年修订）等法律、法规及规范性文件的相关规定，为保持上海证券交易所审查期间财 务数据的有效性，公司协调审计机构开展了加期审计工作。公司聘请的审计机构以 2025 年 4 月 30 日为财务数据基准日，就本次交 ...

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]

Core Viewpoint - The company is planning to issue shares and pay cash to acquire a 49% stake in Wuhan Junheng Technology Co., Ltd. and raise matching funds through a private placement of shares to specific investors, which is deemed compliant with relevant laws and regulations [1][2][14]. Group 1: Meeting and Approval - The 6th meeting of the 11th Supervisory Board was held on July 25, 2025, with all 5 supervisors present, confirming the legality and validity of the meeting [1]. - The Supervisory Board approved the proposal for the issuance of shares and cash payment for asset acquisition, which will be submitted to the shareholders' meeting for further approval [2][3]. Group 2: Transaction Details - The company intends to acquire a 49% stake in Wuhan Junheng Technology from seven parties, including specific individuals and a company, through a combination of share issuance and cash payment [2][3]. - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset acquisition, with the number of shares issued not exceeding 30% of the company's total share capital prior to the issuance [2][3][13]. Group 3: Fund Utilization - The raised funds will be used for cash payment, project construction of the target company, working capital supplementation, debt repayment, and payment of transaction intermediary fees, with specific limits on the proportions for working capital and debt repayment [2][13]. Group 4: Share Issuance and Pricing - The shares to be issued will be ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [3][10]. - The pricing for the shares will be based on the average trading price over the preceding 20, 60, or 120 trading days, with a minimum price set at 80% of the average [4][5]. Group 5: Lock-up Period and Performance Commitments - A lock-up period of 12 months will apply to certain shareholders who acquire shares through this transaction, with specific conditions for others based on their holding duration [7][8]. - Performance commitments and compensation arrangements will be negotiated after the completion of the audit and evaluation of the target company [8][9]. Group 6: Regulatory Compliance - The transaction is classified as a related party transaction due to the involvement of a director and vice president of the company, and it is expected to constitute a major asset restructuring [14][15]. - The Supervisory Board confirmed that the transaction complies with the relevant regulations and that all necessary legal procedures have been followed [23][25].

Meeting Details - The fourth supervisory board meeting of Shenzhen Zhizheng High Polymer Materials Co., Ltd. was held on July 15, 2025, with all three supervisors present, and the meeting was deemed legal and effective [1]. Transaction Proposal - The company proposed to adjust the major asset swap, issuance of shares, and cash payment for acquiring the equity and control of Advanced Assembly Materials International Ltd. (AAMI), while divesting 100% of its wholly-owned subsidiary, Shanghai Zhizheng New Materials Co., Ltd. [1][2]. - The adjustment includes excluding the cash repurchase of 12.49% equity from Hong Kong Zhixin Union Co., Ltd. from the transaction, with a repurchase amount of 437.7213 million yuan no longer counted as part of the transaction price [2][3]. Ownership and Valuation Changes - The proposed ownership percentage of AAMI will be adjusted from 99.97% to 87.47%, and the transaction valuation will change from 3.5064312 billion yuan to 3.0687099 billion yuan [2][3][4]. - Despite the adjustments, the company will still effectively hold approximately 99.97% of AAMI's equity post-transaction [3][4]. Voting and Decision - The proposal regarding the adjustment of the transaction was passed with 1 vote in favor, and due to insufficient non-related supervisors, the supervisory board could not form an effective resolution [3][5]. - The board of directors approved the proposal without needing to submit it to the shareholders' meeting, based on the authorization from the company's first extraordinary shareholders' meeting in 2025 [3][5].