香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 至源控股有限公司 （前稱榮暉國際集團有限公司） （於百慕達註冊成立之有限公司） （股份代號：990） 自願公告 有關一項擬定交易之 諒解備忘錄 本公告乃由本公司根據上市規則第13.09條及證券及期貨條例第XIVA部內幕消息 條文作出。 諒解備忘錄 董事會宣佈，於二零二五年八月一日（星期五）交易時段後，本公司與(a) PT Mitra Unggul Berjaya（「賣方」）及(b)楊成林先生（「賣方擔保人」）就買賣於PT Aneka Tambang Resources Indonesia（「目標公司」）的60%權益（「擬定交易」）訂立具法律 約束力的諒解備忘錄（「諒解備忘錄」）。諒解備忘錄載有關於本公司擬購買及賣方 擬出售目標公司（一家在印度尼西亞共和國註冊成立的公司，持有生產經營採礦 業務許可證，可開採鎳商品，覆蓋位於印度尼西亞哈馬黑拉島以南的奧比群島的 608公頃面積（「鎳礦」））60%的全部已發行 ...

Core Viewpoint - Sanan Optoelectronics plans to acquire 100% equity of Lumileds Holding B.V. for $239 million in cash, in collaboration with foreign investor Inari Amertron Berhad, to enhance its global supply chain and product offerings [1][2]. Group 1: Acquisition Details - The acquisition price will be finalized based on the financial statements on the closing date and the terms outlined in the Share Purchase Agreement [1]. - Sanan and Inari will jointly invest $280 million in a Hong Kong joint venture, with a shareholding ratio of 74.5% and 25.5% respectively, to facilitate the payment for the acquisition and related expenses [1]. - After the transaction, Sanan will indirectly hold 74.5% of Lumileds and include it in its consolidated financial statements [1]. Group 2: Valuation and Financials - The valuation report by Jinzheng (Shanghai) Asset Appraisal Co., Ltd. estimates Lumileds' total equity value at $287 million as of December 31, 2024, reflecting a valuation increase of 36.67% [2]. - The transaction is based on a "zero cash zero debt" valuation, with an enterprise value of $239 million, subject to adjustments for net working capital and net debt at closing [2]. - Lumileds reported total assets of $515 million and total liabilities of $322 million as of March 31, 2025, resulting in a net asset value of $193 million [4]. Group 3: Business Operations and Market Position - Lumileds specializes in mid-to-high-end LED products for automotive lighting, camera flash, and specialty lighting, with a comprehensive production process and diverse product range [3]. - The acquisition will allow Sanan to leverage Lumileds' established overseas production bases in Singapore and Malaysia, enhancing its global supply chain [3]. - Lumileds has faced financial challenges, reporting losses of $67 million in 2024 and $17 million in Q1 2025, primarily due to high production costs and low gross margins [6]. Group 4: Sanan's Financial Performance - In 2024, Sanan achieved revenue of 16.11 billion yuan, a year-on-year increase of 14.61%, but net profit attributable to shareholders decreased by 31.02% to 253 million yuan [7][8]. - For Q1 2025, Sanan's revenue was 4.31 billion yuan, up 21.23% year-on-year, with a net profit of 211 million yuan, reflecting a significant increase of 78.46% [9].

Group 1 - The company Zhejiang Weihua New Materials Co., Ltd. plans to acquire a controlling stake in Jiangsu Heyutai Chemical Co., Ltd. through cash payment, with the specific acquisition ratio to be determined after further negotiation and due diligence [2][3] - The signed intention agreement is a preliminary arrangement and does not constitute a basis for the equity acquisition; the final terms will be established in a formal equity acquisition agreement [2][3] - The acquisition is still in the planning stage, and the impact on the company's operating performance for the current year cannot be estimated at this stage [2][8] Group 2 - Jiangsu Heyutai Chemical Co., Ltd. specializes in the manufacturing and processing of pesticides and chemical products, with a registered capital of 120 million RMB [6][7] - The company has a strong product portfolio in the agricultural chemical sector, including herbicides, fungicides, and plant growth regulators, which could enhance the acquirer's competitive position in the industry [8] Group 3 - The transaction is not classified as a related party transaction and does not currently meet the criteria for a major asset restructuring as per relevant regulations [10]

Group 1 - Zhejiang Wihua New Materials Co., Ltd. plans to acquire a controlling stake in Jiangsu Heyutai Chemical Co., Ltd. through cash payment by the company or its designated subsidiaries, with the specific acquisition ratio to be determined later [2][3] - The signed intention agreement is a preliminary agreement and does not constitute the basis for the equity acquisition. The specific acquisition plan, including the acquiring entity, share ratio, and transaction price, will be determined after due diligence, auditing, and asset evaluation [2][11] - The acquisition is still in the planning stage, and the impact on the company's operating performance for the current year cannot be estimated at this stage [2][9] Group 2 - Jiangsu Heyutai Chemical Co., Ltd. specializes in the manufacturing, processing, and operation of pesticides and chemical products, with a registered capital of 120 million RMB [7][8] - The major shareholder of Jiangsu Heyutai is Zhejiang Xinhua Biological Co., Ltd., which holds a 100% stake [8] - The acquisition aims to enhance the company's product chain and leverage synergies, potentially improving its competitive position and profitability in the agricultural chemical sector [9]

Summary of Key Points Core Viewpoint - The company plans to provide a guarantee of RMB 59.4 million for Guangxi Zirconium Industry Technology Co., Ltd. as part of its acquisition of a 51% stake in the company, which is aimed at supporting its operational funding needs and ensuring the stability of the acquisition process [1][3][6]. Group 1: Guarantee Details - The guarantee amount is RMB 59.4 million, which includes a fixed asset loan of RMB 23 million and a comprehensive credit of RMB 36.4 million [3][4]. - The guarantee is contingent upon the completion of the acquisition of 51% control of Guangxi Zirconium [3][6]. - The company has no counter-guarantee for this guarantee, and the other shareholders of Guangxi Zirconium have provided their own guarantees [4][7]. Group 2: Financial and Operational Context - Guangxi Zirconium has total assets of approximately RMB 271.87 million and total liabilities of about RMB 166.77 million, resulting in a net asset value of around RMB 105.11 million [6]. - The company reported a net loss of approximately RMB 25.07 million in the latest financial period [6]. - The guarantee is deemed necessary to support Guangxi Zirconium's daily operations and business development, with the company maintaining a stable operational status and good creditworthiness [6][8]. Group 3: Corporate Governance and Approval - The board of directors approved the guarantee proposal with unanimous consent, indicating strong internal support for the decision [8]. - The company will complete the necessary procedures for the acquisition and guarantee within a specified timeframe following shareholder approval [8][9].

Core Viewpoint - Zhejiang Wehua New Materials Co., Ltd. plans to acquire a controlling stake in Jiangsu Heyutai Chemical Co., Ltd. through cash payment, with specific acquisition ratios to be determined after further negotiations and due diligence [1][2] Group 1: Transaction Overview - The signed intention agreement is a preliminary arrangement and does not constitute a basis for the equity acquisition [1][2] - The transaction is still in the planning stage, with details such as the acquiring entity, share ratio, and transaction price to be finalized after due diligence, auditing, and asset evaluation [2][5] - The transaction does not constitute a related party transaction and is not classified as a major asset restructuring under relevant regulations [2][5] Group 2: Target Company Information - Jiangsu Heyutai Chemical Co., Ltd. is a limited liability company with a registered capital of 120 million RMB, established on June 13, 2013 [3][4] - The company specializes in the manufacturing, processing, and operation of pesticides and chemical products, with a focus on research and development of pesticide raw materials and formulations [4] Group 3: Strategic Purpose and Impact - The target company has a strong presence in the agrochemical sector, offering a diverse range of products including herbicides, fungicides, and plant growth regulators [4] - Successful completion of the acquisition is expected to enhance the company's product chain, leverage synergies, and improve its competitive position in the industry, ultimately benefiting its long-term business development [4][5]

Core Viewpoint - The control of Changling Hydraulic (605389) is undergoing a significant change as the actual controllers, Xia Jifa and Xia Zemin, plan to transfer 43.21 million shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership for a total transaction price of 1.238 billion yuan [1] Group 1 - The total payment required for the transaction, including a partial tender offer for 17.29 million shares (12% of total shares) by Wuxi Hexin Bolang Technology Partnership, amounts to 2.113 billion yuan [1][2] - The funding sources for the acquisition include approximately 900 million yuan of self-owned funds and 950 million yuan of self-raised funds, with plans to obtain 750 million yuan through acquisition loans and 200 million yuan through external borrowing [2] - The actual controller of the acquiring entities, Hexin Tingtao and Hexin Bolang, is Hu Kangqiao, who will become the actual controller of Changling Hydraulic after the completion of the equity change [1][2] Group 2 - The total transaction price for the acquisition is approximately 1.865 billion yuan, with available funds from partners' contributions and bank loans covering the transaction price [3] - The partners' contributions include about 1.127 billion yuan, with 1.01 billion yuan from their own funds and 117 million yuan from external borrowing by Hu Kangqiao [3] - Hu Kangqiao and Xu Lantao's other main operating asset is Hexin Huilian, a chip design company with a post-investment valuation of approximately 2.887 billion yuan [3][4] Group 3 - After the completion of the share transfer, Hu Kangqiao will control 50.65% of the voting rights of Hexin Huilian through a voting rights entrustment agreement [4] - If Hexin Huilian fails to achieve a qualified listing by December 31, 2026, the institutional shareholders have the right to require a buyback of their shares at a price not lower than the investment amount plus a 10% simple interest [4][5] - The commitment period for a qualified listing has been extended to December 31, 2028, which will not create immediate repayment obligations for contingent liabilities [5]

Core Points - The company is holding its second extraordinary general meeting of shareholders for the year 2025 on August 8, 2025, to discuss key proposals [1][2] - The meeting will include the election of monitors and vote counting personnel, as well as the reading of meeting proposals and resolutions [1][2][3] Proposal Summaries - Proposal 1: The company plans to sign a valuation adjustment agreement with Guangxi Dilun Mining Investment Co., Ltd. regarding the transfer of 40% equity in Guizhou Yatai Mining Co., Ltd. The agreed transfer price is 50 million yuan, with a valuation adjustment clause based on future assessments [4][5][8] - The valuation of Yatai Mining's total equity was assessed at 184,342.45 million yuan as of September 30, 2019, but the transfer was agreed at a lower value of 125 million yuan due to uncertainties in project approvals [5][6] - Following the completion of necessary project approvals, the valuation was reassessed at 252,297.39 million yuan, leading to a cash compensation of 50,918.956 million yuan to Guangxi Dilun [7][8] - Proposal 2: The company intends to acquire an additional 11% equity in Yatai Mining, which will increase its total ownership to 51%, allowing it to consolidate financial reporting [10][12] - The acquisition price for the 11% equity is set at 30 million yuan, representing a significant premium over the assessed value of 37,551.42 million yuan, with a premium rate of 1,703.34% [11][12]

天眼查资料显示，雪峰科技成立于1984年06月27日，注册资本107169.2689万人民币，法定代表人田勇，注册地址为新疆乌鲁木齐市经济技术开发区（头屯 河区）阿里山街500号。主营业务为民爆业务与能化业务。 目前，公司董事长为郑炳旭，董秘为陈曦，员工人数为4639人，实际控制人为广东省环保集团有限公司。 公司参股公司43家，包括新疆玉象胡杨化工有限公司、巴州雪峰民用爆破器材专卖有限公司、巴州雪峰顺程运输有限公司、北京玉象胡杨供应链管理有限公 司、新疆丝路雪峰农业科技发展有限公司等。 在业绩方面，公司2022年至2024年营业收入分别为69.03亿元、70.21亿元和61.01亿元，同比分别增长23.96%、1.72%和-13.10%。归母净利润分别为6.66亿 元、8.54亿元和6.68亿元，归母净利润同比增长分别为50.26%、28.19%和-21.69%。同期，公司资产负债率分别为45.28%、30.20%和26.53%。 雷达财经 文|杨洋 编|李亦辉 7月28日，雪峰科技（证券代码：603227）公告，公司拟通过非公开协议转让方式，以自有资金15,378.22万元收购宏大爆破工程集团有限责任公司持 ...

Group 1 - The company held its 22nd temporary board meeting on July 25, 2025, where all 7 directors attended, and the meeting was deemed legal and effective [2] - The board approved the proposal to amend the company's articles of association and eliminate the supervisory board, which will be submitted for review at the first extraordinary general meeting of shareholders in 2025 [3][5] - The company plans to revise its governance documents in accordance with the latest regulations, and the amendments will take effect after approval at the shareholders' meeting [3][4] Group 2 - The company approved the appointment of Duan Xingliang as the general legal counsel, with a term aligned with the current board [5][6] - The board also approved the acquisition of a 15% stake in China Building Materials (Shanghai) Aviation Technology Co., Ltd. for approximately 146.88 million yuan, along with a capital increase of 50 million yuan [19][50] - The acquisition will increase the company's stake in the aviation technology firm to 40%, enhancing its capabilities in the civil aviation composite materials sector [50][51] Group 3 - The company plans to renew its auditing firm, Zhongshun Zhonghuan Accounting Firm, for the 2025 fiscal year, pending approval from the shareholders' meeting [54][63] - The auditing firm has a strong track record and has provided satisfactory services in previous years, ensuring compliance with relevant regulations [54][56] - The renewal of the auditing firm is part of the company's commitment to maintaining transparency and accountability in its financial reporting [54][63] Group 4 - The company announced the first extraordinary general meeting of shareholders for 2025, scheduled for August 11, 2025, to discuss various proposals including the amendments to the articles of association and the appointment of the auditing firm [67][68] - The meeting will be conducted in a hybrid format, allowing for both in-person and online participation [69][70] - Shareholders must register by August 4, 2025, to be eligible to vote at the meeting [70][71]