Meeting Details - The meeting was held on June 20, 2025, at 15:00 [3] - The location of the meeting was at the Metro Design Building, Guangzhou [4] - The meeting combined on-site voting and online voting [5] - The meeting was convened by the Board of Directors of Guangzhou Metro Design Institute Co., Ltd. [6] - The meeting was presided over by Chairman Wang Dijun [7] - A total of 408,326,898 shares with voting rights were represented at the meeting [8] Proposal Voting Results - The proposal regarding the issuance of shares for asset acquisition and fundraising was approved, requiring a two-thirds majority of the voting rights present [10][12] - The proposal for the specific plan of issuing shares for asset acquisition was also approved, with similar voting requirements [12][13] - Multiple specific proposals related to the asset acquisition, including pricing and issuance details, were approved with over two-thirds majority [13][14][15] - The proposal for signing a conditional share purchase agreement was approved [22] - The proposal regarding performance commitment and compensation agreement was approved [24] - The proposal confirming the transaction as a related party transaction was approved [26] - The proposal stating that the transaction does not constitute a major asset restructuring was approved [28] - The proposal confirming compliance with relevant regulations for major asset restructuring was approved [30] - The proposal regarding the independence of the evaluation agency was approved [48] - The proposal for the authorization of the Board of Directors to handle related matters was approved [60] Legal and Documentation - The meeting was witnessed by lawyers from Beijing Zhonglun (Guangzhou) Law Firm, confirming the legality of the meeting procedures and results [61] - Documents related to the meeting, including resolutions and legal opinions, are available for review [62]

Core Viewpoint - The company plans to issue shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and raise supporting funds through a private placement, which constitutes a related party transaction and a major asset restructuring [2][48][49]. Group 1: Board Meeting and Approval - The board meeting was held on May 16, 2025, with all nine directors present, and the meeting procedures complied with relevant laws and regulations [1]. - The proposal for issuing shares to purchase assets and raise supporting funds was approved with a unanimous vote of 5 in favor [2][4]. Group 2: Transaction Details - The company intends to acquire 100% of Cangzhou Xuyang's equity from Xuyang Group, Xuyang Coal Chemical, Shenzhen Capital Group's New Materials Fund, and Agricultural Bank Financial Asset Investment Co., Ltd. [2][4]. - The transaction will involve issuing shares to a maximum of 35 qualified investors through a private placement [2][4]. Group 3: Share Issuance and Pricing - The shares to be issued will be domestic RMB ordinary shares (A-shares) with a par value of 1.00 yuan, listed on the Shenzhen Stock Exchange [4][27]. - The issuance price will be set at 80% of the average trading price over the 20 trading days prior to the board meeting announcement, which is determined to be 7.55 yuan per share [6][34]. Group 4: Lock-up Period and Profit Distribution - Shares acquired by Xuyang Group and Xuyang Coal Chemical will be locked for 36 months post-issuance, while shares acquired by the New Materials Fund and Agricultural Bank will have a lock-up of 12 months or 36 months depending on the duration of asset ownership [18][19]. - The retained undistributed profits before the completion of the transaction will be shared by all shareholders based on their shareholding ratio [41]. Group 5: Compliance and Regulatory Aspects - The transaction complies with the relevant laws and regulations, and the company has followed the necessary legal procedures for this transaction [52][58]. - The board believes the transaction will enhance the company's asset quality and financial condition, ensuring compliance with the independence requirements [55][59].

Group 1 - The company held its 20th meeting of the 11th Supervisory Board on May 16, 2025, with all three supervisors participating, and the meeting complied with relevant laws and regulations [1][2][3] - The Supervisory Board approved a proposal for issuing shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and to raise matching funds through a private placement to no more than 35 qualified investors [2][3][4] - The proposal was passed with a vote of 2 in favor, 0 against, and 0 abstentions, and it will be submitted to the shareholders' meeting for approval [2][3][4] Group 2 - The company plans to issue shares at a price of 7.55 yuan per share, which is 80% of the average trading price over the previous 20 trading days before the board meeting [6][8] - The issuance of shares will be subject to adjustments based on any corporate actions such as dividends or stock splits that occur between the pricing date and the issuance date [6][8][9] - The final number of shares to be issued will be determined based on the transaction price divided by the issuance price, rounded down to the nearest whole number [7][9] Group 3 - The transaction is classified as a related party transaction, with the controlling shareholder expected to change to Xuyang Group after the transaction [21][22] - The company has confirmed that it meets the criteria for a major asset restructuring as per relevant regulations, and the transaction is expected to enhance the company's operational capabilities [21][24][26] - The company has established a confidentiality system to protect sensitive information related to the transaction [31][32] Group 4 - The company will ensure that the proceeds from the private placement will be used for transaction-related taxes, intermediary fees, project construction, and to supplement working capital or repay debts, with a limit of 25% of the transaction price for working capital or debt repayment [17][18] - The company has confirmed that there have been no abnormal fluctuations in its stock price in the 20 trading days prior to the announcement of the transaction [32] - The company will sign a supplementary agreement with the transaction parties once the asset prices are finalized [20][21]

立信会计师事务所(特殊普通合伙) 《关于杭州大地海洋环保股份有限公司发行股份购买资产 并募集配套资金申请的第二轮审核问询函》 之间复 信会师函字[2023]第 ZF027 号 深圳证券交易所: 杭州大地海洋环保股份有限公司(以下简称"公司"、"发行人"、"上市 公司"或"大地海洋")转来贵中心《关于杭州大地海洋环保股份有限公司发行 股份购买资产并募集配套资金申请的第二轮审核问询函》(审核函(2023)030001 号)（以下简称"审核问询函"）已收悉。对此,我们作了认真研究,并根据审 核问询函的要求,我们实施了补充核查程序,有关事项说明如下: 问题 2 请独立财务顾问和会计师补充说明:(1)分别对标的资产垃圾分类回收收 入和再生资源销售收入的真实性、成本费用的完整性以及期后回款情况进行专 项核查。包括但不限于核查手段、核查范围、主要财务报表科目的核查覆盖率 以及核查结论,并说明相关审核程序是否充分有效,是否足以支撑其发表核查 结论;(2)结合 2021 年末标的资产分红的背景及原因、分红的必要性及合理 性,补充说明是否存在由标的资产的主要股东、董事、监事、高级管理人员及 其关联方或上市公司实际控制人及其关联方 ...