Core Viewpoint - The company Jabiou has decided to terminate its plan to acquire 63.21% of Ouyi Biological after approximately 10 months of planning, citing changes in the external market environment as the reason for this cautious decision [1][3]. Group 1: Acquisition Details - The acquisition was initially announced on October 29, leading to a stock price increase of nearly 40% by August 30, with the latest stock price at 28.82 yuan per share and a total market capitalization of 4.9 billion yuan [1]. - The company had adjusted its acquisition plan from 65% to 63.21% and reduced the number of investors involved from 14 to 13, with a total transaction price of 830.6 million yuan, which included 574.3 million yuan in stock and 256.3 million yuan in cash [5][6]. - The acquisition was expected to add 721 million yuan in goodwill, representing 43.3% of the company's total assets and 47.21% of its net assets as of September 30, 2024 [6]. Group 2: Financial Performance - In the first half of the year, the company reported a revenue of 307 million yuan, reflecting a year-on-year growth of 17.6%, while the net profit attributable to shareholders increased by 59.01% to 108 million yuan [7]. Group 3: Business Operations - The company stated that the termination of the acquisition would not adversely affect its daily operations or harm the interests of shareholders, particularly minority shareholders [3]. - Jabiou is recognized as a pioneer in the domestic market for producing polyunsaturated fatty acids and fat-soluble nutrients through microbial synthesis, and it has successfully commercialized products like algal oil DHA and SA [6].

Core Viewpoint - Jia Bi You announced the termination of the acquisition of 63.21% equity in Ou Yi Biological after approximately 10 months of planning, citing changes in the external market environment as the reason for this cautious decision [2][6]. Group 1: Termination Reasons - The company stated that it did not reach an agreement on the core terms of the transaction, leading to the decision to terminate the acquisition and withdraw the application documents [4]. - The termination was made after thorough communication and consultation with relevant parties, and there are no liabilities for breach of contract for the listed company or related parties [6]. Group 2: Transaction Background - Since the announcement of the major asset restructuring on October 29 last year, Jia Bi You's stock resumed trading on November 12 and recorded a 20% increase, with a nearly 40% rise in stock price by August 30, reaching 28.82 yuan per share and a total market value of 4.9 billion yuan [2][6]. - The initial plan was to acquire 65% of Ou Yi Biological's equity, which was later adjusted to 63.21%, with the number of transaction parties reduced from 14 to 13 [9]. - The adjusted plan included issuing 29.77 million shares at a price of 19.29 yuan per share, totaling 5.743 billion yuan in share payment and 2.563 billion yuan in cash, amounting to a total transaction price of 8.306 billion yuan [9][10]. Group 3: Financial Performance - In the first half of the year, Jia Bi You achieved operating revenue of 307 million yuan, a year-on-year increase of 17.6%, and a net profit attributable to shareholders of 108 million yuan, up 59.01% year-on-year [11].

Core Viewpoint - Huijin Co., Ltd. plans to acquire a 20% stake in Cooper New Energy, aiming to enter the wind power sector and seek new growth opportunities after three consecutive years of losses [1][5]. Group 1: Acquisition Details - On August 29, Huijin Co., Ltd. announced its intention to acquire a 20% stake in Cooper New Energy through a cash purchase and the transfer of voting rights, ensuring a voting rights ratio of no less than 51% [3]. - Following the completion of this transaction, Cooper New Energy will become a subsidiary of Huijin Co., Ltd., included in the consolidated financial statements of the listed company [3]. - The transaction is still in the planning stage, with specific details under further verification and negotiation [3]. Group 2: Financial Performance of Cooper New Energy - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction [3]. - The company reported revenues of 445 million yuan, 405 million yuan, and 391 million yuan from 2022 to 2024, with net profits of 17.81 million yuan, 40.83 million yuan, and 51.09 million yuan respectively [4]. - In the first half of 2025, Cooper New Energy achieved revenue of 122 million yuan, a year-on-year decrease of 16.92%, while net profit was 14.97 million yuan, a year-on-year increase of 22.85% [4]. Group 3: Huijin Co., Ltd. Financial Challenges - Huijin Co., Ltd. has faced significant pressure in recent years, with a cumulative loss of approximately 800 million yuan over three years due to declining revenues and continuous net losses [7]. - In the first half of 2025, the company reported revenue of 80.94 million yuan, a year-on-year decrease of 32.99%, and a net profit of -35.46 million yuan, indicating a reduction in losses [7]. - The decline in revenue is attributed to the exclusion of Huijin's supply chain from consolidation, leading to a corresponding decrease in related business income [8].

Core Viewpoint - Huijin Co., Ltd. plans to acquire a 20% stake in Cooper New Energy, aiming to enter the wind power sector and seek new growth opportunities after three consecutive years of losses [2][3]. Group 1: Acquisition Details - On August 29, Huijin Co., Ltd. announced its intention to acquire a 20% stake in Cooper New Energy through a cash purchase and the transfer of voting rights, ensuring a voting rights ratio of no less than 51% [3]. - Following the completion of this transaction, Cooper New Energy will become a subsidiary of Huijin Co., Ltd., included in the consolidated financial statements of the listed company [3]. - The transaction is still in the planning stage, with specific details under further verification and negotiation [3]. Group 2: Financial Performance of Cooper New Energy - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction [3]. - The company reported revenues of 445 million yuan, 405 million yuan, and 391 million yuan for the years 2022 to 2024, with net profits of 17.81 million yuan, 40.83 million yuan, and 51.09 million yuan respectively [4]. - In the first half of 2025, Cooper New Energy achieved revenue of 122 million yuan, a year-on-year decrease of 16.92%, while net profit was 14.97 million yuan, a year-on-year increase of 22.85% [6]. Group 3: Huijin Co., Ltd. Financial Challenges - Huijin Co., Ltd. has faced significant financial pressure, with a cumulative loss of approximately 800 million yuan over the past three years, as revenues have declined [7]. - In the first half of 2025, the company reported revenue of 80.94 million yuan, a year-on-year decrease of 32.99%, and a net profit of -35.46 million yuan, indicating a reduction in losses [9]. - The decline in revenue is attributed to the exclusion of Huijin's supply chain from the consolidated scope and increased competition in the smart manufacturing sector [9].

Core Viewpoint - Huijin Co., Ltd. plans to acquire a 20% stake in Cooper New Energy, aiming to enter the wind power sector and seek new growth opportunities after three consecutive years of losses [2][11]. Group 1: Acquisition Details - On August 29, Huijin Co., Ltd. announced its intention to acquire a 20% stake in Cooper New Energy through a cash purchase and the transfer of voting rights, ensuring a voting rights ratio of no less than 51% [5][6]. - Upon completion of the transaction, Cooper New Energy will become a subsidiary of Huijin Co., Ltd., included in the consolidated financial statements [3][5]. - The acquisition is still in the planning stage, with specific details under further discussion and verification [6]. Group 2: Financial Performance of Cooper New Energy - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction [7]. - The company reported revenues of 445 million yuan, 405 million yuan, and 391 million yuan for the years 2022 to 2024, with net profits of 17.81 million yuan, 40.83 million yuan, and 51.09 million yuan respectively [8]. - In the first half of 2025, Cooper New Energy achieved revenue of 122 million yuan, a year-on-year decrease of 16.92%, while net profit was 14.97 million yuan, a year-on-year increase of 22.85% [10]. Group 3: Strategic Importance for Huijin Co., Ltd. - Huijin Co., Ltd. expects the acquisition to enhance its business scale and profitability, thereby improving its operational resilience and overall asset quality [12]. - The company has faced significant pressure in recent years, with a cumulative loss of approximately 800 million yuan over three years due to declining revenues in its main business segments [13]. - In the first half of 2025, Huijin Co., Ltd. reported revenue of 80.94 million yuan, a year-on-year decline of 32.99%, and a net loss of 35.46 million yuan, although it showed a reduction in losses compared to previous periods [15].

Core Viewpoint - Chongqing New Aluminum Era Technology Co., Ltd. plans to acquire 100% equity of Dongguan Honglian Electronics Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][12]. Group 1: Transaction Details - The transaction is subject to regulatory compliance under various laws and guidelines, including the Securities Law of the People's Republic of China and the Major Asset Restructuring Management Measures [1]. - The self-inspection period for insider trading related to this transaction spans from September 9, 2024, to August 14, 2025 [1]. - The company has conducted a self-inspection of stock trading activities by insiders during the specified period [1][12]. Group 2: Insider Trading Self-Inspection - The self-inspection includes trading activities of natural persons who are insiders, with specific details on their buying and selling of company shares [2][3]. - The report indicates that insiders have made stock transactions based on market trends and publicly available information, asserting no insider information was utilized [3][4]. - The company has received confirmations from insiders that they will not engage in further trading of company shares during the transaction period [4][5]. Group 3: Regulatory Compliance and Opinions - The independent financial advisor, CITIC Securities, has concluded that if the insider trading activities are not under investigation by the China Securities Regulatory Commission or judicial authorities, they will not pose a substantial legal obstacle to the transaction [12][13]. - Legal advisors have echoed the financial advisor's opinion, confirming that the transaction can proceed under the same conditions [13].

泰凌微电子（上海）股份有限公司 独立董事专门会议 关于公司发行股份及支付现金购买资产 并募集配套资金相关事项的审核意见 泰凌微电子（上海）股份有限公司（以下简称"公司"或"上市公司"）拟 以发行股份及支付现金的方式购买上海磐启微电子有限公司（以下简称"磐启 微"、 "交易标的"或"标的公司"）股权（以下简称"标的资产"）并募集配套资 金（以下简称"本次交易"）。 根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司重大资 产重组管理办法》 《上市公司证券发行注册管理办法》 《上市公司独立董事管理办 法》 《上市公司监管指引第 9 号——上市 《上海证券交易所科创板股票上市规则》 公司筹划和实施重大资产重组的监管要求》等有关规定，独立董事专门会议对本 次交易相关事项进行了审核，并形成如下审核意见： （一）根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市公司 重大资产重组管理办法》 《上市公司证券发行注册管理办法》 《上海证券交易所上 市公司自律监管指引第 6 号——重大资产重组》等法律、法规和规范性文件的有 关规定，独立董事专门会议经过对公司自身实际运营情况和本次交易相关事项进 行详 ...

Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for asset acquisition and related fundraising due to significant issues arising from the transaction partner's legal disputes, which have impacted the feasibility of the deal [1][2][4]. Group 1: Transaction Overview - The company intended to issue shares and pay cash to acquire all shares of Hangzhou Bicheng Digital Technology Co., Ltd. and raise supporting funds [1]. - The company had engaged various intermediaries for due diligence, auditing, and legal advice during the transaction process [1][2]. Group 2: Reasons for Termination - The termination was prompted by a legal dispute involving the transaction partner, Hangzhou Chengxiang Enterprise Management Partnership, which resulted in the freezing of 10.51 million shares of the target company [2][4]. - The frozen shares, held by a significant shareholder and performance guarantor, posed a substantial risk to the transaction's compliance with regulatory requirements [2][3]. Group 3: Decision-Making Process - The decision to terminate the transaction was made after thorough discussions and was approved by the company's board of directors and independent directors [3][4]. - The company will not require shareholder approval for the termination as it falls under the authority granted by the previous shareholder meeting [4]. Group 4: Impact of Termination - The termination of the asset restructuring is not expected to adversely affect the company's operational and financial status, and it is believed that the interests of the company and minority shareholders will not be harmed [4][5]. - The company has committed to not planning any major asset restructuring for one month following the announcement of the termination [5]. Group 5: Future Actions - The company will hold an investor briefing on September 1, 2025, to address investor concerns and provide updates on the termination [5].

华泰联合证券有限责任公司 关于 安徽安孚电池科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易实施情况 之 本独立财务顾问核查意见系依据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司重大资产重组管理办法》《上市公司并购重组财务顾问业 务管理办法》《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》《上市公司监管指引第 9 号——上市公司筹划和实施重大资 产重组的监管要求》和《上海证券交易所上市公司重大资产重组审核规则》等 法律法规及文件的规定和要求，以及证券行业公认的业务标准、道德规范，经 审慎调查，本着诚实守信和勤勉尽责的态度，就本次交易认真履行尽职调查义 务，在审慎核查各方所提供的相关资料并充分了解本次交易行为的基础上出具 的，旨在就本次交易行为做出独立、客观和公正的评价，以供安孚科技股东及 有关各方参考。本独立财务顾问对本核查意见特作如下声明： 供方对所提供文件及资料的真实性、准确性和完整性负责，并保证该等信息不 存在虚假记载、误导性陈述或者重大遗漏。本独立财务顾问不承担由此引起的 任何风险责任； 行本次交易相关协议和声明或承诺的基础上出具 ...

Overview of the Transaction - The company plans to acquire a 31.00% stake in Anhui Anfu Energy Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 115,198.71 million yuan [6][9]. - The payment structure includes 96,195.03 million yuan in shares and 19,003.68 million yuan in cash [6][10]. - The company will also raise up to 20,403.68 million yuan through issuing shares to no more than 35 specific investors, which will be used to cover the cash payment and intermediary fees [6][26]. Financial Valuation - The valuation of the 31.00% stake in Anhui Anfu Energy is based on an overall valuation of 419,652.00 million yuan for 100% of the company, with the stake's assessed value being 130,112.69 million yuan [7][9]. - The assessment methods used include the income approach and market approach, with the income approach being the final method adopted for valuation [7][8]. Share Issuance and Pricing - The share issuance price is set at 34.81 yuan per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [11][12]. - The total number of shares to be issued will be determined based on the final share issuance price and the total payment in shares [14]. Performance Commitments - The performance commitments for Anhui Anfu Energy and its subsidiaries include specific net profit targets for the years 2025 to 2027, with commitments of 35,096.07 million yuan, 37,743.43 million yuan, and 39,807.91 million yuan for Anhui Anfu Energy [18][19]. - If the actual net profits fall short of these commitments, the performance commitment parties are required to compensate the company, either in shares or cash [24][23]. Lock-up Periods - The parties involved in the transaction have agreed to lock-up periods for the shares acquired, with different durations depending on the specific agreements made [15][16]. - For example, certain parties must hold their shares for 12 months, while others have a lock-up period of 36 months [15][16]. Use of Proceeds - The proceeds from the share issuance will primarily be used to pay for the cash component of the acquisition and related transaction costs [6][26]. - The company aims to ensure that the transaction does not adversely affect the interests of existing shareholders [10].