Core Viewpoint - The company is undergoing a major asset restructuring by acquiring 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] Summary by Relevant Sections Stock Price Fluctuation - The company's stock (ST United, stock code: 600358.SH) was suspended from trading starting May 15, 2025, due to the planned acquisition and fundraising [1] - Over the 20 trading days prior to the suspension, the stock price increased from 4.29 CNY to 4.73 CNY, representing a cumulative increase of 10.26% [1] - During the same period, the Shanghai Composite Index rose by 5.12%, and the Consumer Discretionary Index increased by 7.15% [1] - After adjusting for market and industry factors, the stock's price fluctuation did not exceed 20%, indicating no abnormal volatility [1] Confidentiality Measures - The company has established strict confidentiality protocols in compliance with legal and regulatory requirements, ensuring sensitive information is limited to a defined audience [2] - The company has adhered to its obligations to maintain confidentiality prior to the legal disclosure of the transaction [2]

国旅文化投资集团股份有限公司董事会 关于本次交易采取的保密措施及保密制度的说明 国旅文化投资集团股份有限公司（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江西润田实业股份有限公司（以下简称"润田实业" 或"标的公司"）100%股份并募集配套资金（以下简称"本次交易"或"本次重组"）。 公司在筹划及操作本次交易事宜过程中，严格按照中国证监会及上海证券交 易所的要求，采取了必要且充分的保密措施，制定并执行了行之有效的保密制度， 现就本次交易采取的保密措施及保密制度作出如下说明： 二、在公告重组草案前的历次磋商中，公司与交易对方均采取了严格的保密 措施，限定相关敏感信息的知悉范围，做好内幕信息知情人员的登记； 一、为了维护投资者利益，避免对上市公司股价造成重大影响，经上市公司 申请，上市公司股票自 2025 年 5 月 15 日开市起停牌。 六、公司多次督导提示内幕信息知情人员履行保密义务和责任，在内幕信息 依法披露前，不得公开或者泄露该信息，不得利用内幕信息买卖或者建议他人买 卖公司股票。 综上所述，截至本说明出具日，公司已采取了必要且充分的保密措施，严格 执行法律、法规及中国证监会颁布的相 ...

Core Viewpoint - The company intends to acquire 100% of Jiangxi Runtian Industrial Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a significant asset restructuring but does not qualify as a restructuring listing [1][3]. Group 1: Transaction Details - The transaction involves the purchase of assets that exceed 50% of the company's total assets or revenue, as per the restructuring management regulations [2][3]. - The financial indicators of the target assets significantly surpass the company's corresponding financial data, with asset total and net asset values showing ratios of 707.78% and 3552.87% respectively [2][3]. Group 2: Control and Ownership - Prior to the transaction, the company's controlling shareholder was Jiangxi Provincial Tourism Group Co., Ltd., and post-transaction, it will be Jiangxi Maitong Health Beverage Development Co., Ltd., both controlled by the Jiangxi Provincial State-owned Assets Supervision and Administration Commission [3]. - The actual controller of the company has not changed in the past thirty-six months, indicating stability in control and governance [3].

Core Viewpoint - Zhuhai Zhumian Group Co., Ltd. reported a significant decline in revenue and net profit for the first half of 2025, primarily due to reduced income from real estate projects following a major asset swap in 2024 [2][3][4]. Financial Performance - The company's operating income for the first half of 2025 was approximately 1.74 billion RMB, a decrease of 45.62% compared to 3.20 billion RMB in the same period last year [2][10]. - Total profit for the period was approximately 112 million RMB, a significant recovery from a loss of 173 million RMB in the previous year [2]. - The net profit attributable to shareholders was a loss of approximately 274 million RMB, an improvement from a loss of 554 million RMB in the same period last year [2][10]. - The net cash flow from operating activities was approximately 223 million RMB, down 74.44% from 871 million RMB in the previous year [2][10]. Industry Context - The domestic retail sales of consumer goods reached 47.15 trillion RMB in 2024, with a year-on-year growth of 6.6%, and 24.55 trillion RMB in the first half of 2025, growing by 5.0% [4]. - The duty-free industry has shown stable growth, supported by the recovery of cross-border tourism and improved consumer purchasing power [4]. - New duty-free store policies in major cities and the optimization of Hainan's duty-free shopping policies are expected to enhance consumer spending and drive sales [4]. Business Segments Duty-Free Business - The duty-free segment achieved revenue of approximately 1.13 billion RMB and a net profit of approximately 391 million RMB, contributing positively to the company's overall financial health [7]. - The company is focusing on enhancing its product offerings and optimizing its sales management to leverage the favorable policies and location advantages [6][8]. Real Estate Business - The real estate segment continues to face challenges, with a decline in revenue and profit due to reduced project turnover and high expenditure [4][8]. - The company is committed to accelerating the sale of existing real estate projects and fulfilling its five-year exit strategy from the real estate business [8]. Strategic Developments - The company is positioned as a key player in the consumer sector, focusing on integrating duty-free, commercial management, and trade operations to capitalize on the growth opportunities in the Guangdong-Hong Kong-Macao Greater Bay Area [6][9]. - The strategic transfer of shares from the controlling shareholder to Huafa Group aims to enhance resource collaboration and operational efficiency [9].

Core Viewpoint - The company is currently advancing a significant asset restructuring, transitioning from existing financial operations to integrating high-quality nuclear power assets, positioning itself as a platform for the integration of nuclear power operations under the State Power Investment Corporation [1][2][3]. Group 1: Asset Restructuring - The company is in the process of a major asset restructuring, which involves divesting its current financial business and acquiring nuclear power assets [1]. - The restructuring is progressing in an orderly manner and requires approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][3]. Group 2: Financial Performance and Impact - Current fluctuations in financial performance are not expected to hinder the substantive progress of the restructuring [2]. - The company emphasizes compliance with legal and regulatory requirements throughout the restructuring process [3]. Group 3: Shareholder Returns - The company has completed its profit distribution for the 2024 fiscal year and will consider various factors when formulating future profit distribution plans [4]. - The profit distribution policy aims to maintain continuity and stability, adhering to regulatory guidelines [4]. Group 4: Trading Information - On August 25, the company experienced a net outflow of main funds amounting to 89.06 million yuan, which accounted for 13.64% of the total transaction volume [5]. - Retail investors showed a net inflow of 58.84 million yuan, representing 9.01% of the total transaction volume [5].

终通过审批的时间均存在一定不确定性。公司将根据本次交易的进展情况，严格 按照相关法律法规的规定及时履行信息披露义务，敬请广大投资者及时关注公司 后续公告并注意投资风险。 股票简称由"绿康生化"变更为"*ST 绿康"，证券代码仍为"002868"。 公 司股票在风险警示板交易，股票交易的日涨跌幅限制为 5%。敬请广大投资者注 意投资风险。 证券代码：002868 证券简称：*ST 绿康 公告编号：2025-086 绿康生化股份有限公司 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。 特别提示： 于 2025 年 6 月 28 日披露的《绿康生化股份有限公司重大资产出售暨关联交 易报告书（草案）》"重大风险提示"及"第十一节风险因素"中，详细披露了 本次交易可能存在的风险因素及尚需履行的其他程序，敬请广大投资者注意投资 风险。 致公司董事会或者交易对方撤销、中止本次交易或者对本次交易作出实质性变更 的相关事项，本次交易工作正在有序进行中。公司将根据相关事项的进展情况， 及时履行信息披露义务。 截至本公告披露日，公司及相关机构正积极推进本次交易进程。本次交易尚 需提 ...

关于筹划发行股份及支付现金购买资产 8月25日晚，半导体专用设备供应商晶升股份（688478）发布公告称，公司正筹划以发行股份及支付现 金的方式购买北京为准智能科技股份有限公司（简称"北京为准"）的控股权，同时拟募集配套资金。 证券代码:688478 南京晶升装备股份有限公司 并募集配套资金事项的停牌的公告 重要内容提示; 南京晶升装备股份有限公司(以下简称"公司")正在筹划以发行股份及支付 现金的方式购买北京为准智能科技股份有限公司(以下简称"北京为准"或"标 的公司")的控股权,同时拟募集配套资金(以下简称"本次交易")。 本次交易尚处于筹划阶段,截至本公告披露日,北京为准的估值尚未最终确 定。根据《上市公司重大资产重组管理办法》《上海证券交易所科创板股票上市规 则》等相关规定,尚无法确定本次交易是否构成重大资产重组。此外,因标的公 司审计评估、交易金额、发行股份及支付现金比例等内容暂未确定,尚无法确定 本次交易是否构成关联交易。对于本次交易是否构成重大资产重组及关联交易的 具体认定,公司将在重组预案或重组报告书中予以详细分析和披露。本次交易不 会导致公司实际控制人发生变更,不构成重组上市。 来源：公司公 ...

Core Viewpoint - The company plans to acquire a significant stake in multiple hydropower assets, enhancing its focus on the hydropower sector and increasing its installed capacity and generation volume [1] Group 1: Transaction Details - The company intends to purchase 90% of the equity in the Tongwan Hydropower, 90% in the Qingshui Pond Hydropower, 88% in the Xiaoxi Hydropower, and 85% in the Gaotan Hydropower from the Electric Investment Company [1] - The total transaction amount is confirmed to be 1.512 billion yuan [1] - The company will issue shares to no more than 35 qualified investors to raise matching funds for the acquisition [1] Group 2: Strategic Implications - This transaction constitutes a major asset restructuring for the company [1] - The acquisition is part of a horizontal merger within the same industry, aimed at acquiring high-quality hydropower assets [1] - The restructuring is expected to significantly enhance the company's hydropower installed capacity and generation volume, allowing for a stronger focus on its core business [1]

Group 1 - The company is currently advancing a major asset restructuring, divesting its existing financial business and acquiring high-quality nuclear power assets primarily engaged in the construction, operation, and management of nuclear power plants [2] - The listed company will become the integration platform for the nuclear power operation assets of the State Power Investment Corporation [2] - The company is enhancing and supplementing the response document to the "Review Inquiry Letter" in accordance with the opinions of the Shenzhen Stock Exchange [2] Group 2 - The major asset restructuring is progressing in an orderly manner and will require approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, along with other necessary legal approvals [2] - The company is committed to advancing the restructuring in compliance with laws and regulations and will fulfill its information disclosure obligations as required [2] - Stakeholders are advised to pay attention to the company's subsequent announcements regarding the restructuring [2]

Core Viewpoint - The company, Kaipu Cloud, announced a plan for issuing shares to acquire assets and raise supporting funds, with its stock set to resume trading on August 25, 2025, and experienced a 20% increase in share price to 78.96 yuan [1]. Group 1: Transaction Details - The transaction consists of two parts: issuing shares to purchase assets and raising supporting funds, with the success of the fundraising not affecting the asset purchase [1]. - The company plans to acquire a 30% stake in Nanning Taike Semiconductor Co., Ltd. from Shenzhen Jintaike Semiconductor Co., Ltd., which will also transfer its operational assets to Nanning Taike [1][2]. - The final transaction price will be based on an evaluation report from a qualified asset appraisal agency, and the formal agreement will be signed after the audit and evaluation are completed [2]. Group 2: Share Issuance and Pricing - The share issuance price is set at 52.64 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [4]. - The company plans to issue shares to no more than 35 specific investors, with the total amount raised not exceeding 100% of the transaction price for the asset purchase [4][6]. - The funds raised will be used for intermediary fees, transaction taxes, working capital, debt repayment, and project construction, with specific limits on the proportions allocated to working capital and debt repayment [4]. Group 3: Financial Performance - Kaipu Cloud's revenue from 2021 to 2024 was 461 million, 555 million, 694 million, and 618 million yuan, with net profits of 60.86 million, 98.03 million, 41.15 million, and 20.59 million yuan respectively [8]. - For the first half of 2025, Kaipu Cloud reported a revenue of 160 million yuan, a year-on-year increase of 2.99%, and a net profit of 3.78 million yuan, compared to a loss in the same period last year [9]. - Nanning Taike's revenue for the years 2023 to the first half of 2025 was 868 million, 2.366 billion, and 1.313 billion yuan, with net profits of -343 million, 136 million, and 49 million yuan respectively [9].