Group 1 - The board of directors of Anhui Wantuo Expressway Co., Ltd. held its 13th meeting of the 10th session on June 27, 2025, via telecommunication [2][4] - All 9 directors attended the meeting, confirming full participation [3] - The meeting was chaired by Chairman Wang Xiaowen, with supervisory board members and senior management present [4] Group 2 - The board approved the resignation of company secretary Li Zhongcheng due to work changes, effective immediately upon delivery of the resignation [6][23] - Jian Xuegen was appointed as the new company secretary, with a term lasting until the current board's term ends [6][24] - The board confirmed that Jian Xuegen meets the qualifications required by relevant laws and regulations [7][25] Group 3 - The board approved the establishment of a "Market Value Management System" to enhance market value management practices [9][10] - The board also approved the performance assessment indicators for the management team for 2025 and plans to sign performance responsibility agreements [12][14] Group 4 - The board approved a related party transaction to provide entrusted management services for several highway sections, with a total fee of RMB 5.0993 million [15][18] - The board also approved a related party transaction for the cost-sharing agreement for ETC card issuance, with an estimated total cost of RMB 6.05 million [18][20]

Meeting Overview - The 39th meeting of the 7th Board of Directors of Henan Zhongyuan Expressway Co., Ltd. was held in compliance with legal and regulatory requirements [1] - The meeting was conducted via telecommunication on June 27, 2025, with all 10 directors present [1] Resolutions Passed - The board approved the proposal to elect Yang Jianguo as a non-independent director candidate, with a term until the end of the 7th Board [2] - The board approved the revision of the company's Investment Management System [2] - The board agreed to waive the priority subscription rights for capital increase in Zhongyuan Trust Co., Ltd. [2] - The board approved the waiver of priority subscription rights for capital increase in Henan Jiaotong New Energy Development Co., Ltd., with related director Feng Lele abstaining from the vote [2] - The board approved the investment and construction of the new project for the Shandeng Expressway Qingzhou Avenue entrance [2][3] - The board agreed to convene the 2025 second extraordinary shareholders' meeting on July 16, 2025, to review the proposal for the election of a non-independent director [3] Candidate Profile - Yang Jianguo, born in August 1967, is a member of the Communist Party and holds a bachelor's degree in engineering. He is currently the Chief Digital Officer at China Merchants Highway Network Technology Holdings Co., Ltd. and has held various significant positions in the transportation sector [5]

Group 1 - The core point of the announcement is that Shenzhen Meizhi Decoration Design Engineering Co., Ltd. has reached an agreement with Nanhai City Construction Investment Co., Ltd. to extend the loan amount of 493,858,600 yuan for one year, with interest waived during the extension period [1][2][6] - The loan extension is aimed at alleviating the company's debt pressure, optimizing its asset-liability structure, and enhancing its operational sustainability [1][6] - The company will not provide any guarantees for this transaction, and the interest waiver is a unilateral benefit to the company without any payment or obligations [2][8] Group 2 - Nanhai City Construction Investment Co., Ltd. is a wholly-owned subsidiary of Nanhai State-owned Assets, holding 75.95% of the equity of the company's controlling shareholder, Guangdong Yijian Equity Investment Partnership [2][5] - The financial data as of December 31, 2024, shows total assets of 803,838.90 million yuan, net assets of 541,918.49 million yuan, operating income of 75,541.23 million yuan, and a net loss of 2,845.29 million yuan [4] - The company has a total outstanding loan principal and interest of 29,812,028.20 yuan as of December 31, 2024, which will be reduced by the interest waiver [7][9] Group 3 - The independent directors unanimously agreed that the transaction would provide solid support for the company's daily operations, ensure business development, and reduce financial costs, thereby enhancing profitability and capital efficiency [11] - The company has applied to the Shenzhen Stock Exchange for an exemption from the shareholders' meeting review process for this related party transaction [2][10] - The total amount of various related party transactions that have occurred with the related party amounts to 30,509,603.97 yuan, including new loan principal within the approved limit [10]

General Principles - The company establishes a system to regulate related party transactions to ensure legality, fairness, and reasonableness, protecting the rights of shareholders, especially minority shareholders [2][3] - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, ensuring the company's independence and preventing the manipulation of financial indicators [2][3] Related Parties and Relationships - Related parties include both legal entities and natural persons that have a controlling relationship with the company [6][9] - Legal entities that control the company directly or indirectly, or hold more than 5% of the company's shares, are considered related parties [7][9] - Natural persons who hold more than 5% of the company's shares or are directors or senior management are also classified as related parties [9][10] Reporting and Management of Related Parties - Company directors and senior management must report related party lists and relationships to the board of directors [12] - The audit committee is responsible for confirming the list of related parties and reporting to the board [13] Disclosure and Decision-Making Procedures - Transactions with related parties exceeding certain thresholds must be disclosed and submitted for board and shareholder approval [17][19] - The company must disclose related party transactions in temporary and periodic reports, including transaction amounts and pricing policies [34][35] Pricing of Related Party Transactions - Related party transactions must be conducted at fair prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [30][31] - If pricing cannot be determined by the outlined methods, the company must disclose the principles and methods used for pricing [32] Special Provisions for Major Transactions - For significant related party transactions, such as purchasing assets at a premium, the company must provide a profit forecast report and ensure shareholder participation in decision-making [47][48] - The audit committee must provide opinions on the fairness of the transaction pricing and its alignment with the interests of the company and its shareholders [51] Exemptions from Disclosure and Decision-Making - Certain transactions, such as those providing unilateral benefits without obligations, may be exempt from the usual disclosure and decision-making processes [52][54] - The company can apply for exemptions for transactions that do not significantly impact its interests or violate confidentiality laws [56][60]

Core Viewpoint - The company plans to exchange its coal-related assets and liabilities for a 57% stake in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd., with cash adjustments for any price differences [1][2]. Group 1: Asset Transactions - The company will transfer all assets and liabilities of its wholly-owned subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shanzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a price of 197.2162 million yuan, based on an assessment as of May 31, 2024 [1]. - Jiangxi Energy Group will assume the company's debt of 429.2956 million yuan related to the Shanzhuang Coal Mine, and after the transfer, the company will no longer hold any assets or liabilities related to the mine [1]. - This transaction is classified as a related party transaction but does not constitute a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed with the Anyuan District government to sign a land acquisition and compensation agreement for a total area of 228.18 acres, with a total price of 35.5496 million yuan, including 32.0391 million yuan for land and 3.5105 million yuan for surface assets [2]. - This land acquisition does not qualify as a related party transaction or a major asset restructuring and does not require shareholder approval [2]. - There are no other significant asset purchases or sales by the company in the past 12 months that relate to this transaction [2].

Group 1 - The company plans to exchange its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd.'s 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. The difference in transaction prices will be settled in cash [1][2] - The board of directors has confirmed that all necessary legal procedures for the transaction have been completed, ensuring compliance with relevant laws and regulations [2][3] - The company has submitted legal documents related to the transaction, which are declared to be legitimate and effective, with no false statements or significant omissions [3] Group 2 - Independent directors have approved the transaction, and relevant proposals have been submitted to the board for review [2] - The company has continuously disclosed the progress of the transaction through announcements on May 1 and May 31, 2025 [2] - The board believes that the legal procedures for the transaction are complete, legal, and effective, in accordance with the company's articles of association and applicable regulations [3]

Core Viewpoint - AnYuan Coal Industry Group Co., Ltd. is undergoing a significant asset restructuring, involving the exchange of coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for shares in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [2] Group 1: Asset Restructuring Details - The proposed restructuring involves the exchange of assets valued equivalently, with cash adjustments for any price differences [2] - The independent financial advisor, CITIC Securities, conducted a thorough review of the company's performance anomalies prior to the restructuring [2] Group 2: Commitments and Compliance - AnYuan Coal has made several commitments regarding its operational independence, including maintaining separate financial and operational structures from its controlling shareholder [4][12] - The company guarantees that it will not engage in any new competitive business that could conflict with its operations during the control period [3][4] Group 3: Financial Performance and Audit Findings - The company reported significant losses over the past three years, with net profits of -27.34 million, -11.51 million, and -7.08 million respectively [40] - Independent audits have confirmed that there are no instances of false transactions or profit manipulation within the company's financial reports [39][41] Group 4: Regulatory Compliance - The company has not faced any administrative or criminal penalties in the last three years, nor has it been subject to any regulatory measures by the stock exchange or the China Securities Regulatory Commission [38] - There have been no violations regarding the use of funds or external guarantees by the company or its controlling shareholders [37][36]

Core Points - The article outlines the management system for related party transactions of Shanghai Jinjiang Online Network Service Co., Ltd, aiming to standardize related party transactions, enhance operational compliance, and protect the rights of shareholders [2][3]. Group 1: General Principles - The company must ensure that related party transactions are fair, necessary, reasonable, and legal, maintaining independence and avoiding financial manipulation [2][3]. - Related party transactions should be disclosed in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2][3]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons that have control or significant shareholding in the company [3][4]. - Specific criteria are established to identify related legal entities and natural persons, including those holding more than 5% of shares [3][4]. Group 3: Reporting and Disclosure - Company directors and significant shareholders must report related party relationships to the board for proper management [5][6]. - Transactions exceeding certain thresholds require approval from independent directors and must be disclosed to shareholders [6][7]. Group 4: Pricing and Valuation - Related party transactions must be conducted at fair market prices, with specific pricing methods outlined, such as cost-plus and comparable uncontrolled price methods [12][13]. - If pricing cannot be determined by standard methods, the company must disclose the rationale and ensure fairness [14][15]. Group 5: Special Provisions for Daily Transactions - Daily related party transactions must follow specific procedures for approval and disclosure, including annual reporting of their execution [29][30]. - Certain transactions may be exempt from the related party transaction rules if they do not involve payment or obligations [30][31]. Group 6: Asset Transactions - When purchasing or selling assets to related parties, the company must disclose financial metrics and ensure that transactions do not lead to non-operational fund occupation by controlling shareholders [16][17].

东莞捷荣技术股份有限公司 暨对公司第四届董事会第十八次会议相关事项的审核意见 根据《公司法》《上市公司独立董事管理办法》及《深圳证券交易所上市公 司自律监管指引第 1 号——主板上市公司规范运作》等法律、法规和规范性文件， 以及东莞捷荣技术股份有限公司（以下简称"公司"）《公司章程》等有关规定， 作为公司第四届董事会独立董事，我们就公司第四届董事会第十八次会议相关事 项在 2025 年 6 月 27 日董事会召开前召开独立董事专门会议，发表审核意见如下： 一、《关于全资子公司接受财务资助暨关联交易的议案》 根据公司提交的资料，公司独立董事对公司全资子公司捷荣模具工业（香港） 有限公司接受公司控股股东财务资助暨关联交易的事项进行了审查，发表了同意 的审核意见。 独立董事认为：本次关联交易有利于提高公司融资效率，支持公司业务发展， 控股股东向公司全资子公司提供财务资助，利率不高于捷荣集团注册地中国香港 的同期银行贷款利率，定价公允合理，不存在损害公司、股东特别是中小股东利 益的情形，不会影响公司独立性。本次交易符合《深圳证券交易所股票上市规则》 《公司章程》的有关规定，我们一致同意本次子公司接受财务资助暨关联交易 ...

宏和电子材料科技股份有限公司 关联交易管理制度 第一章 总则 第一条 为了规范宏和电子材料科技股份有限公司（"公司"）的关联交易行为，保证公司 与关联方之间的关联交易符合公平、公证、公开的原则，充分保障股东和公司的合法权益，依 据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券交易所股票上市规则》（以 下简称"《上市规则》"）、 《上海证券交易所上市公司自律监管指引第 5 号——交易与关联交易》 等法律法规和《宏和电子材料科技股份有限公司章程》（"《公司章程》"）等有关规定，制定本 制度。 第二条 公司关联交易的内部控制应遵循诚实信用、平等、自愿、公平、公开、公允的原 则，不得损害公司和其他股东的利益。 第二章 关联人界定 第三条 公司的关联人分为关联法人（或者其他组织）和关联自然人： （一）具有以下情形之一的法人（或者其他组织），为公司的关联法人（或者其他组织）： 其他主体以外的法人（或者其他组织）； 同为双方的独立董事）、高级管理人员的，除公司、控股子公司及控制的其他主体以外的法人 （或者其他组织）； （二）具有以下情形之一的自然人，为公司的关联自然人： （三）在过去 12 个月内或者相关协议或 ...