Meeting Details - The second meeting of the tenth board of directors was held on August 22, 2025, via on-site and communication methods [1] - All 9 directors attended the meeting, with some participating via communication [1] - The meeting was hosted by the chairman, Mr. Yu Xuchun, and attended by senior management [1] Agenda Items - The board approved an adjustment to the transaction plan, confirming it does not constitute a major adjustment [2][3] - The company plans to acquire 99.4375% of the shares of Kaima Aluminum (Sanmenxia) Co., Ltd. through a share issuance [3][4] - The board confirmed compliance with legal requirements for issuing shares to purchase assets [3][4] Transaction Details - The transaction involves multiple parties, including Hangzhou Jinjiang Group and others, with a total transaction value of approximately 3,194,926.88 million yuan [9][10] - The share issuance price is set at 5.39 yuan per share, adjusted from an initial price of 5.52 yuan due to a cash dividend [7][9] - The total number of shares to be issued is approximately 5,927,508,108 shares [10][11] Performance Commitments - The parties involved have committed to specific profit targets for the years 2026 to 2028, with net profits not less than 323,890 million yuan, 332,590 million yuan, and 346,940 million yuan respectively [14] - If the actual net profits fall below the commitments, the parties will compensate the company with shares or cash [15][16] Regulatory Compliance - The board confirmed that the transaction complies with various regulatory requirements, including the Major Asset Restructuring Management Measures and the Securities Law [21][22] - The board also confirmed that there are no violations of insider trading regulations related to this transaction [23] Financial Reports - The board approved the audit and asset evaluation reports related to the transaction, confirming their fairness and independence [27] - The board also discussed measures to mitigate any potential dilution of immediate returns from the transaction [26]

焦作万方铝业股份有限公司 第十届董事会独立董事专门会议 焦作万方铝业股份有限公司（以下简称"公司"）第十届董事会独立董事专 门会议 2025 年第一次会议于 2025 年 8 月 22 日以现场加通讯方式召开，应出席 独立董事 3 人，实际出席 3 人，独立董事金骋路以通讯方式参会，其他独立董事 以现场方式参加会议。会议的召开符合有关法律、法规、部门规章、规范性文件 和《公司章程》的规定。 经与会独立董事审议，会议通过了拟提交公司第十届董事会第二次会议审议 的公司发行股份购买资产暨关联交易（以下简称"本次交易"），与会独立董事就 本次交易形成审核意见如下： 一、公司符合《公司法》《证券法》《重组管理办法》《上市公司监管指引 第 9 号——上市公司筹划和实施重大资产重组的监管要求》《上市公司证券发行 注册管理办法》《深圳证券交易所上市公司重大资产重组审核规则》等法律、法 规及规范性文件关于上市公司发行股份购买资产的各项条件。 六、本次交易符合《重组管理办法》第十一条、第十三条和第四十三条、第 四十四条的相关规定。 七、公司就本次交易对即期回报摊薄的影响进行了分析，并制定了相关填补 措施，上市公司实际控制人、第一 ...

Core Viewpoint - The transaction involving Jiaozuo Wanfang Aluminum Industry Co., Ltd. aims to acquire Cayman Aluminum (Sanmenxia) Co., Ltd., which will enhance the company's upstream aluminum industry layout and create a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [1][2]. Group 1: Measures to Mitigate Immediate Return Dilution - The company anticipates that the transaction will not dilute immediate returns post-completion, but acknowledges potential risks if the target company's profitability does not meet expectations or is affected by macroeconomic conditions [1][2]. - To protect investor interests and mitigate the risk of immediate return dilution, the company plans to implement specific measures, including enhancing corporate governance and internal control systems [2][3]. Group 2: Commitments from Major Stakeholders - The largest shareholder and actual controller, along with all directors and senior management, have issued commitments to not interfere with the company's management and to fulfill performance commitments related to the transaction [3][4]. - These commitments are designed to ensure that the measures to mitigate return dilution are effectively executed and align with regulatory requirements [4]. Group 3: Independent Financial Advisor's Opinion - The independent financial advisor has reviewed the company's analysis regarding the potential dilution of immediate returns and considers the proposed measures reasonable and compliant with relevant regulations aimed at protecting minority investors [4].

Group 1 - The independent financial advisor, China Galaxy Securities, was commissioned by Jiaozuo Wanfang Aluminum Industry Co., Ltd. to conduct a review of the stock price fluctuations prior to the announcement of a significant transaction involving the acquisition of a 99.4375% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. [1] - The stock of Jiaozuo Wanfang was suspended from trading on March 3, 2025, with the last trading day before suspension being February 28, 2025. The stock price on February 28 was 7.23 CNY, reflecting a 1.26% increase from 7.14 CNY on January 23, 2025 [1]. - The review indicated that, after excluding the impact of the overall market and industry sector, the cumulative price fluctuation of the company's stock over the 20 trading days prior to the suspension did not exceed 20%, indicating no abnormal volatility [2]. Group 2 - The company implemented strict confidentiality measures during the negotiation process to prevent the leakage of insider information, limiting the number of informed personnel and maintaining a record of those with insider knowledge [2]. - The independent financial advisor confirmed that the stock price fluctuations were within normal ranges, further supporting the integrity of the transaction process [2].

根据《上市公司重大资产重组管理办法》 《首次公开发行股票注册管理办法》 中国银河证券股份有限公司 关于本次交易符合中国证监会关于重大资产重组 对板块定位的要求的独立财务顾问核查意见 中国银河证券股份有限公司（以下简称"银河证券"或"本独立财务顾问"） 接受焦作万方铝业股份有限公司（以下简称"公司"、 "上市公司"或"焦作万方"） 委托，担任上市公司向杭州锦江集团有限公司（以下简称"锦江集团"）等交易 对方发行股份购买其持有的开曼铝业（三门峡）有限公司（以下简称"三门峡铝 业"或"标的公司"）99.4375%股权暨关联交易（简称"本次交易"）的独立财务 顾问。 《深圳证券交易所上市公司重大资产重组审核规则》等规定，银河证券就本次交 易符合板块定位要求进行了核查，对本次交易符合中国证监会关于重大资产重组 对板块定位的要求进行核查，现发表意见如下： 标的公司属于业务模式成熟、经营业绩稳定、规模较大、具有行业代表性的 优质企业，符合主板定位要求，具体情况如下： 一、业务模式成熟 三门峡铝业成立于 2003 年，是国内第一家成功利用国产铝矾土生产氧化铝 的民营企业，且是全球领先的铝基材料龙头企业，主营业务为氧化铝、电解 ...

Core Viewpoint - The company, Jiaozuo Wanfang Aluminum Co., Ltd., plans to issue shares to acquire a 99.4375% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. from Hangzhou Jinjiang Group and other parties, constituting a related party transaction and a major asset restructuring [2][3]. Summary of Key Points Transaction Overview - The transaction price for the acquisition is set at 3,194,926.88 million yuan, based on an assessment by a qualified asset appraisal agency [2]. - The share issuance price is determined to be 5.52 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [3]. Changes in Shareholding Structure - Before the transaction, the largest shareholder was Ningbo Zhongman Technology Management Co., Ltd. with an 11.87% stake. After the transaction, Jinjiang Group will become the largest shareholder with a 23.95% stake, while the actual controller remains Mr. Dou Zhenggang [3][4]. - The total share capital of the company will increase to 7,119,707,502 shares post-transaction, with several entities becoming shareholders holding more than 5% [6]. Shareholding Details - The shareholding structure before and after the transaction shows significant changes, with notable increases in holdings for Jinjiang Group, Zhengcai Holdings, Hengjia Holdings, and others [4][5][6]. Regulatory Compliance - The transaction is subject to multiple approval processes, including shareholder meetings and regulatory approvals from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7].

Group 1 - The company plans to issue shares to acquire a 99.4375% stake in Cayman Aluminum (Sanmenxia) Co., Ltd. from Hangzhou Jinjiang Group Co., Ltd. and other parties, which constitutes a related party transaction [1] - The draft report and the preliminary plan for the transaction were disclosed on March 15, 2025, outlining the details of the share issuance and related fundraising [1] - Key differences between the draft report and the preliminary plan include updates on the decision-making process, approval status, and commitments from the parties involved in the transaction [2][3] Group 2 - The draft report includes additional disclosures regarding the asset evaluation and pricing, as well as updates on the risk factors associated with the transaction [4][6] - New sections have been added to the report, including compliance analysis, major contracts, and financial information, which were not present in the preliminary plan [5][6] - The report also updates the independent directors' opinions and includes statements from major shareholders and intermediaries regarding the transaction [6][7]

Group 1 - The core point of the announcement is that Shanghai Dazhihui Co., Ltd. is planning a share swap merger with Xiangcai Co., Ltd., where Xiangcai will issue A-shares to Dazhihui's shareholders and raise matching funds [1][2] - The board of directors and the supervisory board of Dazhihui have approved the merger proposal and related resolutions during meetings held on March 28, 2025 [1][2] - As of the date of the announcement, the audit and due diligence work related to the transaction has not been completed, and further board meetings will be held to review the transaction once these tasks are finalized [2] Group 2 - The transaction is subject to approval from both parties' boards, shareholder meetings, and relevant regulatory authorities, indicating that the implementation of the transaction is uncertain [2] - The announcement includes a reminder that the complexity of the transaction and ongoing negotiations may affect its progress, highlighting the need for investors to stay informed about potential risks [2]

Core Viewpoint - Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. is undergoing significant asset restructuring, planning to exit the maglev and bridge component business while acquiring a 60% stake in Sichuan Shudao Clean Energy Group, focusing on the clean energy power generation sector. Company Overview and Financial Indicators - The company reported a revenue of approximately 704.20 million yuan, a decrease of 37.53% compared to the previous year [2] - The net profit attributable to shareholders was approximately -67.71 million yuan, an improvement of 62.91% year-on-year [2] - The total assets at the end of the reporting period were approximately 14.15 billion yuan, down 4.95% from the previous year [2] Industry Analysis - The rail transit equipment industry has high entry barriers and fewer competitors, making it a key focus for national infrastructure investment [3] - As of June 30, 2025, there were 58 cities in mainland China operating urban rail transit lines totaling 12,381.48 kilometers, with an increase of 220.70 kilometers in the first half of 2025 compared to 194.06 kilometers in the same period last year [3] - The bridge component industry is closely related to railway and highway construction, which is significantly influenced by national fixed asset investment policies [3] Business Introduction - The company's rail transit business primarily focuses on urban rail vehicle manufacturing and repair, mainly serving the Chengdu market [3] - The bridge component business is implemented by a wholly-owned subsidiary, producing essential components such as bridge bearings and expansion devices [3] Product Overview - The rail transit products include subway vehicles, modern trams, and embedded medium-low speed maglev systems [4][5] - The bridge component products consist of bridge bearings, expansion devices, and prestressed anchorage devices [6][10] Competitive Advantages - The company has established strong technical cooperation with leading research institutions, enhancing its product development capabilities [12] - It has a well-recognized brand in the bridge component industry, having received numerous awards and certifications [14] - The company maintains a robust quality control system, ensuring high product quality and stability [14] Future Outlook - The company aims to enhance its research and development capabilities in rail transit products to improve market competitiveness [12] - The clean energy sector is expected to grow, with the company positioning itself to capitalize on this trend through its acquisition of a stake in Sichuan Shudao Clean Energy Group [3]

重要内容提示： ? 湖南华升股份有限公司（以下简称"公司"）股票价格于 2025 年 8 月 20 日、8 月 21 日、8 月 22 日连续三个交易日内收盘价格涨 幅偏离值累计达到 20%。根据《上海证券交易所交易规则》的有关 规定，属于股票交易异常波动情形。 ? 经公司自查，并向控股股东核实，截至本公告披露日，不存 在应披露而未披露的重大信息。 ? 敬请广大投资者注意投资风险，审慎投资，理性决策。 一、股票交易异常波动的具体情况 证券代码：600156 股票简称：华升股份 编号：临 2025-042 湖南华升股份有限公司 股票交易异常波动公告 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。 除前述事项外，不存在其他涉及公司应披露而未披露的重大信 息，包括但不限于重大资产重组、股份发行、重大交易类事项、业 务重组、股份回购、股权激励、破产重整、重大业务合作、引进战 略投资者等重大事项。 （三）媒体报道、市场传闻、热点概念情况 未发现对公司股票交易价格可能产生重大影响的媒体报道、市 场传闻、热点概念。 公司股票于 2025 年 ...