Overview of the Merger - The company has approved a merger between its wholly-owned subsidiaries, Chongqing Jinxin Frequency Control Electronics Co., Ltd. and Chongqing Taiqing Electronics Co., Ltd., to optimize resource allocation, reduce operational costs, and improve management efficiency [1][2][3] - After the merger, Chongqing Jinxin will continue to operate, while Chongqing Taiqing will be legally dissolved, with all debts and assets transferred to Chongqing Jinxin [1][3] Details of the Merging Entities - **Chongqing Jinxin Frequency Control Electronics Co., Ltd.**: Established on March 26, 2020, with a registered capital of 100 million yuan, it specializes in manufacturing electronic components and medical masks [1][2] - **Chongqing Taiqing Electronics Co., Ltd.**: Established on May 28, 2018, with a registered capital of 20 million yuan, it focuses on the research, production, and sales of quartz crystal frequency components. As of December 31, 2024, it reported total assets and a net loss of approximately 8 million yuan [2][3] Impact of the Merger - The merger is expected to enhance resource allocation, lower operational costs, and improve management efficiency, aligning with the company's development strategy [3] - The merger will not have a substantial impact on the company's normal operations and does not constitute a related party transaction or a major asset restructuring, ensuring the protection of all shareholders' interests, especially minority shareholders [3]

泰晶科技股份有限公司（以下简称"公司"）第五届董事会第八次会议于 会议通知及材料已于 2025 年 5 月 30 日以邮件方式送达全体董事、监事和高级管 理人员。本次会议由董事长喻信东先生主持，应到会董事 7 名，实到 7 名，公司 监事会成员和高级管理人员列席了本次会议。本次董事会会议的召集、召开及表 决程序符合《公司法》和《公司章程》等相关规定。 二、董事会会议审议情况 （一）审议通过《关于全资子公司之间吸收合并的议案》 证券代码：603738 证券简称：泰晶科技 公告编号：2025-027 泰晶科技股份有限公司 第五届董事会第八次会议决议公告 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。 一、董事会会议召开情况 为更好地优化资源配置、降低运营成本、提高公司管理效率，同意公司全资 子公司重庆市晶芯频控电子科技有限公司（以下简称"重庆晶芯"）吸收合并公 司全资子公司重庆泰庆电子科技有限公司（以下简称"重庆泰庆"），吸收合并完 成后，重庆晶芯作为吸收合并方存续经营，重庆泰庆作为被合并方将依法注销， 重庆泰庆的债权债务均由重庆 ...

Core Viewpoint - Su Keng Agricultural Development plans to acquire 23 million shares of Jin Tai Yang Grain and Oil Co., representing 28.75% of its total shares, for an investment of 178 million yuan at a price of 7.72 yuan per share, aiming to enhance resource allocation and operational efficiency [1][2]. Group 1: Company Overview - Jin Tai Yang Grain and Oil Co. was established in 1996 and transformed into a joint-stock company in 2015, later listed on the New Third Board in 2016 [2]. - Prior to this transaction, Su Keng Agricultural Development held 51.25% of Jin Tai Yang's shares, and after the acquisition, its stake will increase to 80% [2][3]. Group 2: Financial Performance - In 2023, Jin Tai Yang reported revenue of 2.508 billion yuan, a decrease of 23.72% from 2022, with net profit dropping by 92.79% [4]. - In 2024, while revenue continued to decline by 9%, net profit saw a significant increase of 787.27% [4]. Group 3: Market Conditions - The edible oil market has shown signs of recovery, although the industry remains highly competitive, with Jin Tai Yang facing challenges in scale and brand recognition compared to larger competitors [4][5]. - Su Keng Agricultural Development noted that fluctuations in raw material prices significantly impacted Jin Tai Yang's performance in 2023, but market conditions have improved in 2024, despite ongoing uncertainties [5].

Core Viewpoint - The company Xinjiang Xintai Natural Gas Co., Ltd. has approved a plan for the spin-off of its subsidiary Xinjiang Mingxin Oil and Gas Exploration and Development Co., Ltd. to enhance operational efficiency and attract strategic investors [10][20]. Group 1: Meeting Resolutions - The fifth board meeting of the company was held on June 3, 2025, where all 9 attending directors unanimously approved the spin-off proposal [2][3]. - The fifth supervisory board meeting also took place on the same day, with all 3 attending supervisors approving the same spin-off proposal [5][6]. Group 2: Spin-off Details - The spin-off will create a new company while maintaining the existing ownership structure, with the company holding 65% and Karamay Fucheng Energy Group Co., Ltd. holding 35% [10]. - Post-spin-off, Xinjiang Mingxin will focus on clean and efficient coal-based energy operations, particularly in the Hami region's coal exploration and production [10][20]. - The new company will operate in the exploration and production of oil and gas resources in the Kashgar region [10]. Group 3: Strategic Implications - The spin-off is expected to optimize resource allocation and enhance specialized management, facilitating the introduction of new strategic investors [10][20]. - It aims to reduce future capital expenditures and strengthen the company's market competitiveness and overall advantages [10][20]. - The company anticipates that the spin-off will not adversely affect its production and operational status, nor harm the interests of shareholders, especially minority shareholders [20].

Transaction Overview - Zhejiang Nong Group Co., Ltd. is transferring 100% equity of its wholly-owned subsidiary, Zhejiang Huato Pharmaceutical Group Co., Ltd. (Huato Pharmaceutical), through a public listing on the Zhejiang Stock Exchange [1][2] - The transfer price is set at 36,910.00 million RMB, which aligns closely with the asset valuation of 36,909.52 million RMB determined by an asset appraisal report [2][3] - The transaction does not require shareholder approval as it does not constitute a major asset restructuring under relevant regulations [1][3] Financial Assessment - As of December 31, 2024, Huato Pharmaceutical's total assets were valued at 56,206.95 million RMB, with an assessed value of 74,847.00 million RMB, resulting in a value increase of 18,640.05 million RMB, or 33.16% [2] - The net asset value was assessed at 36,909.52 million RMB, reflecting a 102.03% increase from its book value of 18,269.47 million RMB [2] Buyer Information - The buyer, Zhejiang Yinte Pharmaceutical Co., Ltd., is a limited liability company established on October 28, 1998, with a registered capital of 42,600.00 million RMB [3][4] - Yinte Pharmaceutical is fully owned by Zhejiang Yinte Group Co., Ltd. and has no related party transactions with Zhejiang Nong Group [6] Purpose and Impact of the Transaction - The transaction aims to optimize resource allocation, enhance operational efficiency, and focus on the core business of agricultural comprehensive services [10] - Post-transaction, Huato Pharmaceutical will no longer be included in the consolidated financial statements of Zhejiang Nong Group, which is expected to improve the company's profitability and core competitiveness [10]

Core Viewpoint - The company Xinjiang Mingxin Oil and Gas Exploration and Development Co., Ltd., a subsidiary of New Natural Gas (603393), plans to undergo a spin-off to enhance operational efficiency and strategic development in the coal-based energy sector [1] Group 1: Spin-off Details - The spin-off will result in the establishment of two entities: the existing company Xinjiang Mingxin and a newly formed company, with the shareholding structure remaining unchanged at 65% for the company and 35% for Fucheng Energy [1] - Xinjiang Mingxin will focus on the exploration, development, and production of coal resources in the Santanghu mining area of Hami, Xinjiang [1] - The new company will serve as the operational entity for oil and gas resource projects in northern Kashgar, Xinjiang [1] Group 2: Strategic Implications - The spin-off is expected to optimize resource allocation and enhance specialized management within the subsidiary [1] - It will facilitate the introduction of new strategic investors, accelerating the development of coal-based energy projects [1] - The move aims to reduce future capital expenditure and strengthen the company's market competitiveness and overall advantages [1]

Transaction Overview - Shandong Donghong Pipe Industry Co., Ltd. plans to transfer its 7.296% stake in Tianjin Pipeline Engineering Group Co., Ltd. to Tianjin Water Group Co., Ltd. for a price of RMB 156,191,068.00 [1][2] - After the transaction, the company will no longer hold any shares in the pipeline group [1][2] - The transaction has been approved by the company's board and does not require shareholder approval [1][2] Counterparty Information - Tianjin Water Group Co., Ltd. is a limited liability company with a registered capital of RMB 800 million, established on January 12, 2016 [3] - The company is responsible for the management of urban water assets and related services within the city [3] Target Company Information - Tianjin Pipeline Engineering Group Co., Ltd. is a limited liability company with a registered capital of RMB 63,225.9 million, established on April 4, 1985 [4][5] - The company is primarily engaged in construction engineering, water supply, and environmental services [4][5] Financial Information of the Target Company - As of March 31, 2025, the total assets of the pipeline group were RMB 6,855,566.30 million, with total liabilities of RMB 5,008,896.70 million and owner's equity of RMB 1,846,669.60 million [5] - For the first quarter of 2025, the pipeline group reported operating income of RMB 249,867.71 million and a net profit of RMB 6,471.75 million [5] Valuation and Pricing - The transaction price was determined based on a fair valuation conducted by Beijing Zhongqi Hua Asset Appraisal Co., Ltd., which assessed the market value of the pipeline group's equity as of May 31, 2024 [8] - The net asset book value of the pipeline group was RMB 116,532.26 million at the time of the assessment [8] Impact of the Transaction - The transaction is expected to help the company focus on its core business, optimize resource allocation, and improve competitiveness [10] - The transfer will enhance the company's cash flow and align with its operational development plan [10]

Group 1 - ST Baili announced that its wholly-owned subsidiary, Changzhou Baili Lithium Battery Smart Factory Co., Ltd. (Baili Lithium), has invested in Xiran Technology (Jiangsu) Co., Ltd. through cash acquisition and capital increase [1] - Baili Lithium signed the "238 Investment Agreement" on August 2023, agreeing to acquire 30% and 6% equity stakes in Xiran Technology from Wang Jingxu and Suzhou Chihe Enterprise Management Center (Limited Partnership) for a total cash consideration of 35.28 million yuan [1] - After the equity transfer, Baili Lithium will hold 36% of Xiran Technology's equity and will have 51% of the voting rights, allowing it to consolidate financial statements and exercise actual control over the target company [1] Group 2 - Since the signing of the "238 Investment Agreement," Baili Lithium has only paid 10 million yuan of the total consideration of 35.28 million yuan, with 25.28 million yuan remaining unpaid [2] - To optimize resource allocation and focus on its main business, Baili Lithium has signed a "Share Transfer and '238 Investment Agreement' Rights Transfer Agreement" with Jiangsu Jianwei Holding Group Co., Ltd., agreeing to transfer its 36% equity stake in Xiran Technology and all rights under the "238 Investment Agreement" for a total price of 35.28 million yuan [2] - The board of directors approved the transfer agreement on May 20, 2025, and the matter does not require submission to the shareholders' meeting for approval according to the relevant regulations of the Shanghai Stock Exchange [2]

Overview - The company intends to deregister its wholly-owned subsidiary, Taiyuan Taoli Bread Co., Ltd, to optimize resource allocation and asset structure, reduce management costs, and improve operational efficiency [1][3]. Company Details - Taiyuan Taoli Bread Co., Ltd has total assets of 56.25 million yuan and total liabilities of 4.62 million yuan as of March 31, 2025. The owner's equity stands at 51.64 million yuan [2]. - The subsidiary reported a revenue of 1.54 million yuan and a net profit of 0.12 million yuan for the first quarter of 2025, compared to a revenue of 6.14 million yuan and a net profit of 0.52 million yuan for the entire year of 2024 [2]. Reasons for Deregistration - The decision to deregister the subsidiary aligns with the company's current operational situation and future business development plans, aiming to enhance resource allocation and operational efficiency [3]. Impact of Deregistration - The deregistration of the subsidiary is not expected to have a significant impact on the company's overall business development and profitability. The scope of the consolidated financial statements will change, but it will not materially affect the financial statements or harm the interests of the company and its shareholders [3][4]. Authorization - The board of directors has authorized the management to handle the necessary legal procedures for the deregistration of the subsidiary [4].

Core Viewpoint - The company is optimizing its asset structure and focusing on its main business by increasing capital in its subsidiary, Huajun Real Estate, and planning to transfer its 100% equity in the subsidiary to He Rui Commercial Investment Group, which will also assume the subsidiary's debts [1][2][3]. Group 1: Capital Increase and Asset Optimization - The company announced a capital increase of 152 million yuan in Huajun Real Estate, using 35% of the land use rights and related assets as the basis for this valuation [1]. - The capital increase will enhance Huajun Real Estate's registered capital by 98.32 million yuan, with the remaining amount added to its capital reserve [1]. - The total assets of Huajun Real Estate are projected to be 314 million yuan by the end of 2024, with a net asset deficit of 49.85 million yuan [1]. Group 2: Equity Transfer Agreement - The company has reached a cooperation intention with He Rui Commercial Investment Group regarding the transfer of 100% equity in Huajun Real Estate, with the transfer price based on the net asset value and the company's long-term investment total [2]. - The transaction will be a debt-assumption deal, where He Rui will take on the debts owed by Huajun Real Estate to the company [2]. Group 3: Business Performance and Future Plans - The company reported a revenue of 1.6 billion yuan in 2024, a decrease of 6.99% year-on-year, and a net profit of 3.18 million yuan, with a non-recurring net profit of -11.68 million yuan [4]. - The company plans to focus on expanding its main business and improving efficiency in 2025, while actively seeking to revitalize low-efficiency assets and enhance the value of existing land [5]. - The company operates a diverse retail business, including department stores, shopping centers, and supermarkets, with a total of 13 department stores and shopping centers, 10 large supermarkets, and 55 convenience stores by the end of 2024 [3].