Core Viewpoint - The document outlines the legal opinions regarding Nanjing Commercial Tourism Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the fundraising for related transactions, emphasizing compliance with relevant laws and regulations [2][5][16]. Transaction Overview - The overall transaction consists of two parts: acquiring 100% equity of Huangpu Hotel for a transaction price of 198.8736 million yuan and raising matching funds through share issuance [7][8]. - The original assessed value of Huangpu Hotel was 221.5854 million yuan, which was adjusted to 198.8736 million yuan due to market changes [7][8]. - The payment for the acquisition will be made through a combination of issuing A-shares and cash [8]. Fundraising Details - The total amount for the fundraising has been adjusted from a maximum of 80 million yuan to 39.831 million yuan, with the funds intended for cash payment, intermediary fees, and related taxes [14][15]. - The fundraising is contingent upon the successful implementation of the asset acquisition [14]. Legal Compliance - The transaction does not constitute a major asset restructuring as per the relevant regulations, and it is classified as an issuance of shares for asset acquisition [16]. - The transaction is deemed a related party transaction since the counterparty is the controlling shareholder, Tourism Group [16]. Asset Information - The target asset is 100% equity of Huangpu Hotel, which has a registered capital of 13.848759 million yuan and operates under various licenses [20][21]. - Huangpu Hotel's equity structure remains unchanged, with Tourism Group as the controlling shareholder [20][21]. Financial Metrics - As of the latest financial data, Huangpu Hotel's total assets amount to 129.7046 million yuan, with a net asset value of 78.3091 million yuan and operating income of 67.9571 million yuan [16].

Group 1 - The company held its 39th meeting of the 10th Board of Directors on June 25, 2025, with all 9 directors participating in the voting [1] - The board approved a proposal to apply for a credit facility of RMB 300 million from China Minsheng Bank Chengdu Branch, with a term of 12 months [1][2] - The credit facility will be secured by a maximum mortgage contract signed between the company's wholly-owned subsidiary Chengshang Group Holdings Co., Ltd. and Minsheng Bank Chengdu Branch [1] Group 2 - The board authorized the chairman to sign all relevant legal documents related to the loan and credit facility based on the company's funding needs [2] - The application for the RMB 300 million credit facility consists of existing loans that are currently in good standing, with no changes to the collateral [2] - The board also approved a proposal for borrowing from the controlling shareholder, with details to be published in relevant announcements [3]

Summary of Key Points Core Viewpoint - The company intends to apply for a loan of up to RMB 140 million from its controlling shareholder, Shenzhen Maoye Department Store Co., Ltd., for a term of three years, which will be used for operational needs and is classified as a related party transaction [1][2]. Group 1: Loan Details - The loan amount is capped at RMB 140 million, with a term of three years, allowing for flexible borrowing and repayment based on operational needs [1][2]. - Interest on the loan will be paid at a rate not exceeding the bank's benchmark lending rate, with no additional fees for early repayment, and the loan will not require collateral or guarantees [1][2]. Group 2: Related Party Transaction - The transaction qualifies as a related party transaction under the Shanghai Stock Exchange rules, but it does not constitute a major asset restructuring [1][2]. - The company has an existing loan balance of RMB 200 million from the controlling shareholder as of the announcement date [1][2]. Group 3: Shareholder Information - Shenzhen Maoye Department Store holds 1,401,135,188 shares, representing 80.90% of the company's total share capital [2][3]. - The controlling shareholder's financial data as of December 31, 2024, includes total assets, total liabilities, net assets, operating income, and net profit, which are relevant for assessing the financial health of the shareholder [3]. Group 4: Purpose and Impact - The loan is intended for daily operational needs, including repaying bank loans and paying suppliers, reflecting the controlling shareholder's support for the company [3]. - The transaction is deemed fair and legal, with no detriment to the company or its non-related shareholders [3]. Group 5: Approval Process - The board of directors approved the proposal for the loan application with unanimous support, complying with the requirements of the Company Law and the company's articles of association [4].

Core Viewpoint - The company has announced the expected daily related transactions for 2025, which are deemed necessary for normal business operations and comply with fair trading principles [1][2][3] Summary by Relevant Sections Daily Related Transactions - The board of directors has approved the expected daily related transactions for 2025, with no need for shareholder meeting approval [1] - Independent directors have reviewed the transactions and confirmed they are normal and reasonable, adhering to fair trading principles [2] Previous Related Transactions - In 2024, the company did not engage in any related transactions with Shanxi Maoye Real Estate Development Co., Ltd [2] Related Party Information - Shanxi Maoye Real Estate has a registered capital of 11 million yuan and is involved in various retail sectors, with 100% ownership by the company [2] Financial Indicators - Key financial metrics for the related party over the last three years indicate total assets of 416,014 million yuan, total liabilities of 158,318 million yuan, and net profit of 2,867 million yuan [4] Expected Transaction Amount and Categories - The total expected amount for the new related transactions in 2025 is capped at 60 million yuan, primarily involving sales of goods between the company and Shanxi Maoye Real Estate [5][6] Pricing Policy - The pricing for these transactions will be based on market prices, industry standards, and government guidelines, ensuring fairness and transparency [6] Purpose and Impact of Related Transactions - The transactions aim to leverage the resources and channel advantages of the related party to expand the company's To B group purchasing business, enhancing operational efficiency and resilience against economic cycles [6][7] Risk Management - The company plans to use advance payment methods to mitigate performance risks and protect the interests of minority shareholders [7]

Core Viewpoint - The company plans to increase its estimated daily related party transaction limit for the year 2025 to a maximum of RMB 24 million, which is deemed necessary for its business development and will not harm the interests of the company or its minority shareholders [1][8]. Summary by Sections Daily Related Party Transactions Overview - The board of directors has approved the proposal for the new estimated limit of daily related party transactions, which will not require shareholder meeting approval [1][2]. - The independent directors have reviewed the proposal and confirmed that it aligns with the company's operational needs and does not harm the interests of other shareholders [1][2]. Previous Related Party Transactions - As of May 31, 2025, the company had executed related party transactions amounting to RMB 5.0347 million against an estimated limit of RMB 22 million for the year [3][4]. New Estimated Daily Related Party Transaction Limit - The new estimated limit for related party transactions with 博科国信 (Wuhan) Technology Co., Ltd. is set at RMB 24 million, which includes procurement and sales activities [1][5]. - The company emphasizes that the transaction amounts are relatively low compared to its total procurement and sales, ensuring that its independence is maintained [1][8]. Related Party Information - 博科国信 is identified as a related party due to shared board members and ownership interests, with the company holding a 4% stake [7][8]. - The company has confirmed that the related party transactions are conducted on fair and market-based terms, ensuring no adverse impact on the company's financial health or operational independence [8]. Purpose and Impact of Related Party Transactions - The transactions are necessary for the company's normal operations and are expected to contribute positively to its performance without creating dependency on the related party [8].

Core Viewpoint - The company plans to borrow a total of 500 million yuan from its controlling shareholder, Tianjin State-owned Capital Investment Operation Co., Ltd., to alleviate financial pressure on its wholly-owned subsidiaries [1][2]. Summary by Sections 1. Overview of Related Transactions - The company's wholly-owned subsidiaries, Tianjin Huaxin Urban Development Co., Ltd. and Tianjin Jinxin Urban Development Co., Ltd., intend to borrow 350 million yuan and 150 million yuan respectively, with a borrowing term of 2 years and an annual interest rate of 4.5% [1]. 2. Board of Directors' Review - The proposal for the related party loan was approved by 9 non-related directors, with no votes against or abstentions [2]. 3. Approval and Procedures - The transaction requires approval from the shareholders' meeting due to its amount exceeding 30 million yuan and accounting for more than 5% of the company's latest audited net assets [2]. 4. Historical Related Transactions - In the past 12 months, the company has engaged in 2 related transactions with Tianjin State-owned Capital, totaling approximately 1,003.1 million yuan, which is 5930.69% of the company's latest audited net assets [2]. 5. Related Party Information - Tianjin State-owned Capital holds 17.20% of the company's shares and is classified as the controlling shareholder [3]. 6. Pricing of Related Transactions - The agreed annual interest rate of 4.5% is lower than the company's average financing cost of 6.78%, ensuring fairness and reasonableness in the transaction [4]. 7. Main Content of the Loan Agreement - The loan agreement specifies that the borrowing term is 2 years, with interest paid quarterly and principal repaid semi-annually [5]. 8. Impact on the Company - The loan aims to meet the operational funding needs of the subsidiaries without adversely affecting the company's development or creating dependency on the related party [6].

Group 1 - The third meeting of the supervisory board of Shanghai Jianhui Information Technology Co., Ltd. was held on June 25, 2025, with all three supervisors present [1][2] - The supervisory board approved a daily related transaction limit of up to RMB 24 million for the year 2025 with the related party Boke Guoxin (Wuhan) Technology Co., Ltd., which is considered normal business activity [1][2] - The pricing policy for the transactions is deemed fair and reasonable, aligning with the company's operational needs and not harming the interests of shareholders [1][2] Group 2 - The voting results for the meeting were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [2] - Further details regarding the announcement of the expected daily related transaction limit for 2025 can be found on the Shanghai Stock Exchange website [2]

General Principles - The purpose of the system is to strengthen the management of related party transactions, clarify management responsibilities, and protect the legitimate interests of shareholders and creditors, especially minority investors [1] - The system is based on relevant laws and regulations, including the Company Law, Securities Law, and Shenzhen Stock Exchange Listing Rules [1] Related Parties and Transactions - Related party transactions refer to the transfer of resources or obligations between the company or its subsidiaries and related parties [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must report related party information to the Shenzhen Stock Exchange in a timely manner [2] Types of Related Party Transactions - The types of transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, and various other agreements that may lead to resource or obligation transfers [3] Principles of Related Party Transactions - Related party transactions must adhere to principles of honesty, fairness, openness, and equity [6] - Pricing for related party transactions should be disclosed adequately and should not deviate from market prices [6] - Independent directors must assess whether the transactions harm the company's interests and may hire professional evaluators if necessary [6] Approval Process - The general manager can approve transactions below 300,000 RMB with related natural persons and below 3 million RMB with related legal entities, provided they do not exceed 0.5% of the latest audited net assets [6][12] - Transactions exceeding these thresholds require board approval and, in some cases, shareholder approval [7][12] Disclosure Requirements - The company must disclose related party transactions according to the rules set by the Shenzhen Stock Exchange, including details about the transaction agreements and pricing [15][16] - Annual reports must summarize the actual performance of related party transactions [10] Exemptions from Approval and Disclosure - Certain transactions, such as those related to daily operations or those involving cash contributions, may be exempt from the usual approval and disclosure requirements [18] Implementation and Interpretation - The board and management are responsible for implementing approved related party transactions, and any changes to the agreements must be approved by the original approving body [14] - The system will take effect upon approval by the shareholders' meeting, replacing the previous management measures [19]

证券代码：002981 证券简称：朝阳科技 公告编号：2025-036 广东朝阳电子科技股份有限公司 关于 2025 年度日常关联交易预计的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、日常关联交易基本情况 （一）日常关联交易概述 广东朝阳电子科技股份有限公司（以下简称"公司"）因日常经营需要，由 全资子公司星联技术（广东）有限公司（以下简称"星联技术"）向关联方苏州 优瑞信电子科技有限公司（以下简称"优瑞信"）采购商品，预计 2025 年度子 公司星联技术与优瑞信发生日常关联交易金额不超过 4,000 万元。2024 年度星 联技术与优瑞信实际发生的日常关联交易金额为 111.7354 万元。 公司于 2025 年 6 月 25 日召开第四届董事会第四次会议和第四届监事会第 四次会议，审议通过了《关于 2025 年度日常关联交易预计的议案》，关联董事 徐林浙先生对本议案回避表决。该议案已经独立董事专门会议审议，并获得独立 董事一致同意。 根据《深圳证券交易所股票上市规则》及《公司章程》的相关规定，本次关 联交易事项在董事会审批权限内，无需提交股东 ...

Meeting Information - The first temporary shareholders' meeting of Qinghai Spring Medicine Resources Technology Co., Ltd. will be held on July 3, 2025, at 2:30 PM in Xining, Qinghai Province [1][3] - The meeting will be conducted with both on-site and online voting methods, ensuring that shareholders can participate remotely [3][4] Attendance and Voting Procedures - Shareholders and their authorized representatives must arrive ten minutes before the meeting to complete registration and present necessary documents [2] - Shareholders have the right to speak, consult, and vote during the meeting, with specific procedures for raising questions and casting votes [2][3] Agenda Items - The meeting will review two main proposals: 1. Approval of daily related transactions and the estimated amount for 2025, which is projected at 100 million yuan for product procurement from Yibin Tinghua [5][6] 2. Election of Mr. Wang Fugui as an independent director of the board, following the resignation of Ms. Song Yuqi [8][9] Related Transactions - The company has been under scrutiny for failing to disclose related transactions with Yibin Tinghua, which is now being rectified with the submission of the estimated transaction amount for the year [5][6] - Yibin Tinghua has a registered capital of 14.7 million yuan and reported revenues of 70.06 million yuan and a net profit of 20.18 million yuan as of December 31, 2024, indicating its capability to fulfill contractual obligations [7] Impact and Compliance - The related transactions are deemed necessary for the company's daily operations and will not compromise the company's independence or harm the interests of non-related shareholders [8] - The board has already approved the proposals, and the meeting will ensure compliance with regulatory requirements [6][9]