证券代码：601298 证券简称：青岛港 公告编号：临 2025-028 青岛港国际股份有限公司 第四届监事会第二十五次会议决议公告 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、准确性和完整性承担法律责任。 一、监事会会议召开情况 青岛港国际股份有限公司（以下简称"公司"）第四届监事会第二十五次会 议于2025年8月28日以现场会议及通讯参会相结合的方式在山东省青岛市市北区 港极路7号山东港口大厦2417会议室召开。会议通知及会议材料已按照《青岛港 国际股份有限公司章程》（以下简称"《公司章程》"）规定及时以书面方式送 达全体监事。本次会议应到监事6人，实际出席监事6人（其中，以通讯参会方式 出席1人），缺席监事0人。本次会议的召开符合《中华人民共和国公司法》等法 律、法规及规范性文件以及《公司章程》的规定。 本次会议由公司监事会主席主持，公司董事会秘书、有关部门负责人及证券 事务代表列席了本次会议。 二、监事会会议审议情况 经与会监事充分审议并经过有效表决，审议通过了以下议案： （一）审议通过《关于青岛港国际股份有限公司 2025 年半年度报告的议案 ...

第一条 为规范北京京仪自动化装备技术股份有限公司（以下简称"公司"） 及其控股子公司与关联人之间的关联交易，防止关联交易损害公司及中小股东的 利益，根据《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 所科创板股票上市规则》《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、规范性文件和《北京京仪自动化装备技术股份有 限公司章程》（以下简称"《公司章程》"），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。 第三条 公司关联交易行为应当合法合规，不得隐瞒关联关系，不得通过 将关联交易非关联化规避相关审议程序和信息披露义务。相关交易不得存在导致 或者可能导致公司出现被控股股东、实际控制人及其他关联人非经营性资金占 用、为关联人违规提供担保或者其他被关联人侵占利益的情形。 北京京仪自动化装备技术股份有限公司 第一章 总则 第二章 关联人和关联交易 第四条 关联人的认定，具体以中国证监会的规定和证券交易所上市规则、 其他业务规则的界定为准。 第五条 公司董事、高级管理人员、持股 5%以上的股东及其一致行动人、 实际控制 ...

Meeting Overview - The 38th meeting of the 8th Board of Directors of Sichuan Chengyu Expressway Co., Ltd. was held on August 28, 2025, in Chengdu, Sichuan Province, with all 12 directors present [1][2] - The meeting was chaired by Chairman Luo Zuoyi, and senior management attended [1] Financial Report - The board approved the unaudited financial report for the six months ending June 30, 2025, which showed a net profit attributable to the company's owners of approximately RMB 837.254 million, with earnings per share of approximately RMB 0.260 [2][3] Dividend and Capital Increase - The board decided not to distribute a mid-term dividend or conduct a capital reserve transfer to increase share capital for the year 2025, based on cash flow and funding needs for recent projects [2][3] Investment Plan Adjustment - The board approved the mid-term adjustment of the 2025 investment plan based on reports from subsidiary companies [2][3] Organizational Structure Optimization - The board approved the optimization and adjustment of the Emergency Dispatch Center and Operations Science and Technology Center to enhance operational management and service efficiency [3] Related Party Transactions - The board approved a proposal for the indirect subsidiary Sichuan Chengyu Logistics Co., Ltd. to provide transportation services to Sichuan Hongda Co., Ltd., with a total service fee cap of RMB 61.2 million [4]

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to ensure the protection of shareholders' rights and maintain order during the meeting [1] - The meeting will allow shareholders to exercise their rights to speak, inquire, and vote, with specific procedures for registration and time limits for speeches [2][3] Meeting Procedures - All attendees must comply with legal obligations to maintain order and efficiency during the meeting [1] - Only shareholders, their proxies, directors, senior management, and invited legal representatives are allowed to attend, while others may be refused entry [1] - Shareholders wishing to speak must register in advance and are limited to three minutes each, with a total speaking time of 15 minutes [2] - Voting will be conducted through a named ballot system, with each share carrying one vote [2] - The meeting will combine on-site and online voting, with shareholders required to choose one method [3] Agenda Items - The first agenda item involves the revision of the company's dividend management system to align with new regulations and protect the rights of minority investors [5][6] - The second agenda item concerns the revision of the company's external guarantee system, also in accordance with new legal requirements [19][20] - The third agenda item addresses the revision of the company's related party transaction management system to comply with updated regulatory standards [23][24]

Core Viewpoint - Nanjing Novogene Biotechnology Co., Ltd. plans to provide financial assistance of up to 20 million RMB to its subsidiary, Nanjing Droplet Biotechnology Co., Ltd., to support its business development and meet daily operational funding needs, with a loan term of up to three years [1][2][9] Summary by Sections Overview of Financial Assistance and Related Transactions - The financial assistance is intended to support the business development of Droplet Biotechnology and will not affect the normal operations of the company [2][5] - The loan interest rate will be based on the market quotation rate published by the National Interbank Lending Center [1][9] - The financial assistance constitutes a related transaction as per the Shanghai Stock Exchange regulations but does not qualify as a major asset restructuring [2][4] Approval Process - The financial assistance has been approved by the company's board of directors and requires further approval from the shareholders' meeting [2][10] - Independent directors and the audit committee have reviewed and approved the proposal, confirming that it is reasonable and necessary [10][11] Details of the Beneficiary - The beneficiary, Nanjing Droplet Biotechnology Co., Ltd., is a wholly-owned subsidiary of Logilet(UK) Limited, which is controlled by Novogene [4][6] - The company was established on March 21, 2025, with a registered capital of 7 million USD and operates in the medical device manufacturing sector [5][6] Financial Data of the Beneficiary - As of June 30, 2025, Droplet Biotechnology reported total assets of 7.2269 million RMB and total liabilities of 10.0729 million RMB, resulting in a net asset of -2.8460 million RMB [5][6] - The company has not generated any revenue since its establishment and reported a net loss of 2.8460 million RMB for the first half of 2025 [5][6] Related Party Transactions - The financial assistance involves related parties, including the actual controller of the company, who has provided guarantees for the loan [4][6] - The related parties did not provide equivalent financial assistance according to their shareholding ratios [4][6] Necessity and Impact of the Financial Assistance - The financial assistance is deemed necessary to alleviate the funding pressure on Droplet Biotechnology and support its stable development [9][10] - The company will implement effective financial and risk management measures to ensure the safety of the funds provided [9][10]

Core Viewpoint - The company plans to engage in financing leasing and factoring business through its wholly-owned subsidiary to support the upgrade of the Manjing Phase IV project, aiming to reduce financing costs and optimize capital allocation [1][2]. Summary by Sections Transaction Overview - The subsidiary, Zhangbei Operation Company, intends to conduct a total financing of RMB 90 million, comprising RMB 68 million for financing leasing and RMB 22 million for factoring [1][2]. - The financing leasing will have a term of 5 years, while the factoring will last for 2 years [1][3]. Board Approval - The transaction has been approved by the company's board of directors, with no need for shareholder meeting approval due to the transaction amount [2][4]. Related Party Information - The leasing and factoring companies are wholly-owned subsidiaries of the company's controlling shareholder, and thus constitute related party transactions [4][6]. - The leasing company has total assets of approximately RMB 129.53 million and a net profit of RMB 657.52 million as of June 30, 2025 [4][6]. Transaction Details - The leasing involves the use of wind turbines and related equipment from the Manjing Phase III project as the leased asset, with a net asset value of RMB 73.96 million [7]. - The factoring involves the transfer of receivable subsidy electricity fees, which are free from any encumbrances or disputes [7]. Pricing Policy - The interest rates and fees provided by the related parties will not exceed those offered by other financial institutions for similar services, ensuring fair pricing [7][9]. Impact on the Company - The transaction is expected to facilitate the upgrade of the Manjing Phase IV project, optimize the company's capital structure, and enhance capital efficiency, aligning with the company's operational needs [7][9].

证券代码：603648 证券简称：畅联股份 公告编号：2025-021 上海畅联国际物流股份有限公司 第四届董事会第十二次会议决议公告 具体内容详见同日公司在上海证券交易所网站（www.sse.com.cn）披露的 《上海畅联国际物流股份有限公司 2025 年半年度报告》及《上海畅联国际物流股 份有限公司 2025 年半年度报告摘要》。 同意公司出资人民币 3,000 万元与关联方上海外高桥生物医药产业发展有限 公司共同设立上海畅联百福医药有限公司（暂定名，以最终工商核准为准），公司 占上海畅联百福医药有限公司股权比例 60%。 上海畅联国际物流股份有限公司（以下简称"公司"）第四届董事会第十二 次会议于 2025 年 8 月 27 日在公司会议室以现场结合通讯表决方式召开。会议通 知及会议材料于 2025 年 8 月 11 日以电子邮件、电话等形式发出。本次会议由董 事长尹强先生主持，应出席董事 11 名，实际出席董事 11 名，其中亲自出席会议 的董事 10 名，副董事长俞勇先生因个人原因委托董事长尹强先生代为出席。会议 参与表决人数及召集、召开程序符合《公司法》和《公司章程》的有关规定，所 作决议合法有 ...

Group 1 - The independent directors of the company held a special meeting to discuss the related party transactions proposed for approval at the second meeting of the sixth board [1] - The risk assessment report for China Energy Finance Co., Ltd. was reviewed and deemed compliant with national regulations, reflecting the company's operational qualifications and risk status [1] - The financing lease and factoring business conducted by the company's wholly-owned subsidiary with related parties is expected to alleviate financial pressure, reduce financing costs, and optimize fund allocation, with fair pricing compared to other financial institutions [1]

Core Viewpoint - The company, Mudanjiang Hengfeng Paper Co., Ltd., is planning to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, with a transaction price of 268.0562 million yuan, aiming to enhance its market position and operational efficiency in the paper industry [11][17]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 100% equity of Jinfeng Paper, which specializes in high-grade cigarette paper and related products [11][17]. - The transaction price is set at 26,805.62 million yuan, reflecting the strategic intent to consolidate operations within the industry [11][12]. - The acquisition is expected to strengthen the company's production capacity and market reach, particularly in the southwestern region of China [17][19]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase from 347,261.82 million yuan to 391,872.96 million yuan, representing a 12.85% growth [18]. - The company's liabilities are expected to rise from 82,291.47 million yuan to 100,926.75 million yuan, indicating a 22.65% increase [18]. - The net profit attributable to shareholders is anticipated to decline from 11,581.97 million yuan to 9,205.61 million yuan, primarily due to increased depreciation and amortization from asset revaluation [19]. Group 3: Strategic Rationale - The acquisition is aimed at achieving operational synergies, enhancing technical capabilities, and improving customer service levels [17][19]. - The transaction will allow the company to leverage Jinfeng Paper's resources and market position, thereby optimizing its product structure and regional distribution [17][19]. - The integration is expected to bolster the company's competitive edge and resilience against operational risks in the paper industry [17][19].

Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance the operational efficiency of the listed company by acquiring Sichuan Jinfeng Paper Co., Ltd., which will become a wholly-owned subsidiary, allowing for better resource allocation and maximization of operational benefits [2][12] - The listed company plans to integrate business, assets, finance, personnel, and institutions with the target company post-acquisition to improve overall performance [2][12] - The acquisition is expected to help the listed company align with international tobacco development trends and increase its market share in international business [2][12] Group 2: Financial Impact and Profitability - The acquisition will lead to a decrease in the listed company's net profit and earnings per share due to significant depreciation and amortization of the target company's long-term assets [2][12] - The projected net profit for the listed company is expected to decline from 136.16 million yuan to 92.06 million yuan post-transaction, with earnings per share dropping from 0.46 yuan to 0.28 yuan [11][12] - The long-term asset appreciation and subsequent depreciation will impact the listed company's financial performance, but the effects are expected to diminish by 2026 as the target company improves its profitability [12][23] Group 3: Market Position and Competitive Advantage - The target company holds a special production license for cigarette paper, which is crucial for the listed company's product offerings and market positioning [2][12] - The acquisition will allow the listed company to enhance its production capacity and address existing capacity constraints, with a current utilization rate of 95.12% [15][16] - The geographical advantage of the target company, located in Chengdu, will reduce operational costs and improve logistics efficiency for the listed company, particularly for international markets [16][12] Group 4: Corporate Governance and Investor Protection - The listed company has established a robust corporate governance structure and will continue to enhance it post-acquisition to protect investor interests [19][20] - Measures will be implemented to ensure fair pricing and transparency in the transaction, including hiring independent financial and legal advisors [17][20] - The company has committed to strict information disclosure obligations and will provide updates on the transaction's progress to safeguard investor rights [17][20]