Meeting Details - The meeting was held on June 20, 2025, at 15:00 [3] - The location of the meeting was at the Metro Design Building, Guangzhou [4] - The meeting combined on-site voting and online voting [5] - The meeting was convened by the Board of Directors of Guangzhou Metro Design Institute Co., Ltd. [6] - The meeting was presided over by Chairman Wang Dijun [7] - A total of 408,326,898 shares with voting rights were represented at the meeting [8] Proposal Voting Results - The proposal regarding the issuance of shares for asset acquisition and fundraising was approved, requiring a two-thirds majority of the voting rights present [10][12] - The proposal for the specific plan of issuing shares for asset acquisition was also approved, with similar voting requirements [12][13] - Multiple specific proposals related to the asset acquisition, including pricing and issuance details, were approved with over two-thirds majority [13][14][15] - The proposal for signing a conditional share purchase agreement was approved [22] - The proposal regarding performance commitment and compensation agreement was approved [24] - The proposal confirming the transaction as a related party transaction was approved [26] - The proposal stating that the transaction does not constitute a major asset restructuring was approved [28] - The proposal confirming compliance with relevant regulations for major asset restructuring was approved [30] - The proposal regarding the independence of the evaluation agency was approved [48] - The proposal for the authorization of the Board of Directors to handle related matters was approved [60] Legal and Documentation - The meeting was witnessed by lawyers from Beijing Zhonglun (Guangzhou) Law Firm, confirming the legality of the meeting procedures and results [61] - Documents related to the meeting, including resolutions and legal opinions, are available for review [62]

Group 1 - The company held its 13th meeting of the 5th Board of Directors on June 20, 2025, with all 9 directors present, discussing various proposals [2][4][12] - The Board approved a proposal for a joint investment with related parties, which requires further approval from the shareholders' meeting [4][6][19] - The company plans to establish a wholly-owned subsidiary, Sichuan Zhongxing Mycology Technology Co., Ltd., to implement a project with a total investment of approximately 700 million RMB [16][21] Group 2 - The company will hold its first temporary shareholders' meeting of 2025 on July 7, 2025, to discuss the proposals approved by the Board [7][30][31] - The meeting will allow both on-site and online voting, ensuring compliance with relevant laws and regulations [33][34][39] - Shareholders must register by July 2, 2025, to participate in the meeting [35][41] Group 3 - The company has adjusted its guarantee limits for subsidiaries, reallocating a guarantee of 30 million RMB from Shandong Zhongxing to Anhui Zhongxing [48][50] - Anhui Zhongxing has signed a loan agreement for 30 million RMB with China Construction Bank, with the company providing a joint liability guarantee [51][60] - The total external guarantees provided by the company amount to approximately 1.32 billion RMB, representing 39.79% of the company's audited net assets [59]

Core Viewpoint - Jiangsu Hongtian Technology Co., Ltd. has received an inquiry letter regarding its 2024 annual report, focusing on related party transactions and financial performance discrepancies [1]. Group 1: Related Party Transactions - The company reported related sales to Nord New Materials Co., Ltd. amounting to 426 million, 406 million, and 263 million in the last three years, representing 12%, 18%, and 29% of total annual sales respectively, indicating a continuous growth in related sales scale [1]. - The average selling price of lithium foil machines and cathode rollers sold to Nord is over 40% higher than those sold to non-related parties [1]. - The company has been asked to clarify the pricing basis, gross margins, costs, and expense composition of related sales, and whether the high pricing of related sales is fair [1]. Group 2: Financial Performance - The company reported operating revenues of 2.19 billion, 2.24 billion, and 1.37 billion over the last three years, with cash inflows from operating activities of 1.09 billion, indicating a significant gap between cash inflows and operating revenues [1]. - The net cash ratio for the last three years was 0.60, 0.02, and 0.21, with a cumulative net profit discrepancy of 336 million compared to net cash flow from operating activities [1]. - The company is required to explain the reasons for the significant difference between cash inflows and operating revenues, and whether there are any long-term unsettled transactions with Nord [1].

Core Viewpoint - Jiangsu Hongtian Technology Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, indicating a focus on related party transactions and cash flow discrepancies [1]. Related Party Transactions - The company reported related party sales to Nord New Materials Co., Ltd. amounting to 263 million, 406 million, and 405 million yuan over the past three years, representing 12%, 18%, and 29% of total annual sales respectively, indicating a continuous growth in related party sales [1]. - The average selling price of lithium battery foil machines and cathode rollers sold to Nord is higher than that sold to non-related parties [1]. - The company’s credit policy for sales to Nord includes 40% prepayment, 35% upon delivery, 20% upon acceptance, and 5% as warranty [1]. Financial Performance - The company’s operating revenues for the past three years were 2.19 billion, 2.24 billion, and 1.37 billion yuan, with cash inflows from operating activities of 1.84 billion, 1.93 billion, and 1.09 billion yuan, showing a significant gap between cash inflows and operating revenues [1]. - The net cash ratio over the past three years was 0.60, 0.02, and 0.21, with a cumulative difference of 336 million yuan between net profit and cash flow from operating activities [1]. Pricing and Cost Analysis - The pricing basis for related party sales includes product cost, expected gross margin, market conditions, technical parameters, and delivery time [2]. - The average selling price for related party sales of lithium battery foil machines is 1.28 million yuan per unit, while the price for non-related parties is 950,000 yuan per unit [2]. - The company’s pricing strategy does not differentiate between related and non-related sales, relying on comprehensive factors for pricing decisions [3]. Product Specifications and Market Position - The company produces the world’s largest diameter lithium battery foil machine, which has led to higher costs and lower gross margins due to ongoing research and development [3]. - The company has pre-ordered a significant number of standard specifications for titanium rings, affecting the pricing of cathode rollers sold to related parties [4].

Group 1 - The controlling shareholder, Mr. Zhang Xueyang, plans to provide a loan of 30 million yuan to the company, with a loan term from June 20, 2025, to September 30, 2025, at an interest rate of 0% [1][2] - This transaction constitutes a related party transaction but does not qualify as a major asset restructuring under the relevant regulations [1][2] - The loan is intended to support the company's operational development and meet its funding needs, thereby enhancing production capacity and sales revenue [2][3] Group 2 - The loan agreement specifies that the funds will be used to supplement the company's working capital, with no interest payments required [3] - The transaction reflects the support of the controlling shareholder for the company's business development and does not harm the interests of the company or its minority shareholders [3]

Core Points - The document outlines the related party transaction system of Lianqi Technology Co., Ltd. to ensure compliance with laws and protect the rights of non-related shareholders and creditors [1][6] - It defines related parties and relationships, emphasizing the need for substantial judgment in determining control or influence over the company [1][2] - The document specifies the types of related party transactions and the principles that must be followed, including fairness and the avoidance of conflicts of interest [1][3] Related Party Definition - Related parties include individuals and organizations that have significant influence or control over the company, such as family members of key personnel and entities controlled by them [1][2] - The document emphasizes the importance of identifying relationships that could lead to biased decision-making [1][3] Related Party Transactions - Related party transactions encompass various activities, including asset sales, investments, and financial support, which may result in resource or obligation transfers [1][4] - Transactions must adhere to principles of honesty, fairness, and must not harm the interests of non-related shareholders [1][4] Decision-Making Procedures - The document outlines the decision-making process for related party transactions, requiring avoidance measures for interested parties during voting [1][5] - It mandates that transactions exceeding certain thresholds must be disclosed and approved by independent directors and shareholders [1][5] Financial Assistance and Guarantees - The company is prohibited from providing financial assistance to related parties, with specific exceptions for non-controlling related companies under certain conditions [1][5] - Guarantees for related parties require approval from a majority of independent directors and must be disclosed to shareholders [1][5] Record Keeping and Compliance - Records of related party transaction decisions must be maintained for at least ten years, ensuring transparency and accountability [1][5] - The document stipulates that any transactions not approved according to the established procedures are invalid [1][6]

证券代码：600193 证券简称：*ST 创兴 公告编号：2025－039 上海创兴资源开发股份有限公司 关于公司向关联方申请借款暨关联交易的公告 本公司董事会及全体董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。 ? 上海创兴资源开发股份有限公司（以下简称"创兴资源"、 "本公司"、 "公 司"）拟向公司关联方温岭市民投建设有限公司（以下简称"温民投建设"）申请 不超过人民币 1,000 万元借款； ? 本次交易构成关联交易； ? 本次交易未构成重大资产重组。 ? 是否需要提交公司股东大会审议：否。 ? 过去 12 个月内，公司与温民投建设之间不存在交易类别相关的交易。 ? 本次关联交易用于满足公司经营发展需要，补充流动资金，不会影响公 司经营业务的正常开展，交易遵循客观、公平、公允的定价原则，不存在损害公 司及其股东特别是中小股东利益的情形，公司也不会因此对关联方形成依赖。 一、关联交易概述 （一）关联交易基本情况 为满足公司经营发展需要，补充流动资金，公司拟向温民投建设借款，具体 如下：借款总规模不超过人民币 1,000 万元，借款方分笔向 ...

Group 1 - The company plans to borrow 100 million RMB from Zhuhai Dahongqin Group for daily operations, with a term of 3 months and an interest rate of 5%, secured by land use rights [1][4] - The borrowing constitutes a related party transaction as Zhuhai Dahongqin Group is an indirect controlling shareholder of the company [1][2] - The board of directors approved the borrowing with unanimous consent from independent directors, ensuring compliance with regulations [1][5] Group 2 - Zhuhai Dahongqin Group has a registered capital of approximately 1.021 billion RMB and is primarily involved in investment activities and enterprise management [2][3] - The group is undergoing a change in controlling shareholder to Zhuhai Zhuguang Group, while the actual controller remains the Zhuhai Municipal Government State-owned Assets Supervision and Administration Commission [3][4] - The financial indicators of Zhuhai Dahongqin Group include total assets, net assets, operating income, and net profit, with 2024 data audited and 2025 Q1 data unaudited [3] Group 3 - The financing interest rate is based on similar commercial bank loan rates, ensuring fairness and market compliance [4][5] - The purpose of the borrowing is to enhance the company's financing efficiency and support sustainable development without harming the interests of shareholders [5][6] - The total amount of various related transactions with the related party this year is 344,000 RMB [5]

Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. has announced the expected situation of new daily related transactions for the year 2025, which requires approval from the shareholders' meeting after being approved by the board of directors [1][2]. Summary by Sections Daily Related Transactions - The board of directors approved the expected daily related transactions for 2025 with a unanimous vote, and the related director Lu Kun abstained from voting [1][2]. - The independent directors confirmed that the expected daily related transactions are based on the company's normal production and operation plans, adhering to principles of openness, fairness, and justice [2][4]. Previous Transactions - The company disclosed the expected and executed situations of daily related transactions for 2024 and the expected situation for 2025 in a previous announcement [2][3]. Expected Amounts and Categories - The company plans to add new daily related transactions for the year based on the actual situation and the daily operations of its subsidiaries [3][5]. - The expected amounts for various related transactions include: - Procurement of finished oil, high-temperature water, steam, and construction materials totaling 894.4 million RMB [3]. - Technical services and leasing from related parties totaling 33 million RMB [3]. Transaction Procedures - The daily related transactions will be conducted under fair and reasonable conditions, ensuring that they do not harm the interests of the company or its shareholders [4][5]. - The transactions will follow market pricing principles and will be mutually agreed upon by both parties [5]. Purpose and Impact - The expected related transactions are intended to meet the actual needs of the company's normal operations, maintaining fairness and mutual benefit [5]. - The implementation of these transactions will not adversely affect the company's independence, nor will it create dependency on related parties for its main business [5].

Core Viewpoint - The board of directors of Guangdong Songfa Ceramics Co., Ltd. has approved several proposals related to financial activities for the year 2025, including new related party transactions, borrowing limits, guarantees, and investment plans, which will be submitted for shareholder approval [1][2][3][5][6][7]. Group 1: Related Party Transactions - The board approved the estimated situation of new daily related party transactions for 2025, with the proposal receiving unanimous support from independent directors and the supervisory board [1][2]. Group 2: Borrowing and Guarantees - The company plans to apply for a new borrowing limit of up to RMB 15 billion from a controlling shareholder's related party, with an interest rate not exceeding the Loan Prime Rate (LPR) [2][3]. - A new guarantee plan for 2025 was proposed, with an estimated total guarantee amount not exceeding RMB 30 billion, covering guarantees for subsidiaries [3]. Group 3: Credit and Financial Management - The company intends to apply for a new comprehensive credit limit of up to RMB 50 billion and USD 20 million (or equivalent foreign currency) to support its operations and business expansion [3][4]. - A proposal to establish a management system for foreign exchange derivative trading was approved to enhance risk management and asset security [5]. Group 4: Investment Plans - The company plans to use its own funds for entrusted wealth management, with a maximum daily balance of RMB 500 million allocated for low-risk financial products [6]. - The board proposed to conduct foreign exchange derivative trading with an estimated balance not exceeding USD 1 billion for 2025 [6]. Group 5: Shareholder Meeting - The company has scheduled the second extraordinary general meeting of shareholders for July 7, 2025, to review the aforementioned proposals [7].