老百姓大药房连锁股份有限公司 股票代码：603883 二〇二五年六月 目 录 担保的议案 议案 老百姓大药房连锁股份有限公司 股东大会会议须知 一、会议按照法律、法规、有关规定和《公司章程》的规定进行，请参会人 员自觉维护会议秩序，防止不当行为影响其他股东合法权益。 二、为能及时、准确地统计出席会议的股东（股东代理人）所代表的持股总 数，登记确认出席股东大会的各位股东或其代理人参会资格，各位股东及股东代 理人在股东大会参会登记日（2025 年 6 月 26 日-27 日）须先通过信函、电子邮 件方式登记。 三、参会股东及股东代理人须携带身份证明文件（身份证、营业执照等）及 相关授权文件办理现场会议登记手续及有关事宜。未能提供有效证明文件并办理 登记的，不得参加现场表决和发言。除出席本次会议的公司股东、董事、监事、 高级管理人员、公司聘请的见证律师、相关工作人员以及董事会邀请的人员外， 公司有权依法拒绝其他人员进入会场。 四、本次大会谢绝股东及股东代理人个人录音、拍照及录像，对扰乱会议的 正常秩序和会议议程、侵犯公司和其他股东及股东代理人的合法权益的行为，会 议工作人员有权予以制止，并及时报有关部门处理。 五、 ...

Core Viewpoint - The Shanghai Film Co., Ltd. is preparing for its 2024 annual profit distribution plan and the mid-term cash dividend for 2025, emphasizing the importance of maintaining shareholder rights and ensuring orderly conduct during the upcoming shareholder meeting [1][2][5]. Meeting Procedures - The shareholder meeting will be held on June 26, 2025, at 14:00, with provisions for both on-site and online voting [5]. - Only authorized personnel, including shareholders, directors, and invited guests, will be allowed to attend the meeting, ensuring the meeting's seriousness and order [1][2]. - Shareholders wishing to speak must register in advance and adhere to time limits for their remarks [2][3]. Agenda Items - The agenda includes the presentation of the 2024 Board of Directors' report, the Supervisory Board's report, and the financial statements for 2024 [5][6][7]. - A proposal for the 2024 profit distribution plan is included, which states that no profit distribution will occur, and no capital reserve will be converted into share capital [8][10]. - The company plans to propose a mid-term cash dividend for 2025, with an expected amount not less than 40% of the corresponding period's net profit attributable to shareholders [10][11]. Financial Highlights - The company's undistributed profits at the end of the reporting period amount to approximately RMB 458.21 million [8]. - The total cash dividend for the previous year was RMB 43.03 million, down from RMB 51.09 million the year before [8][9]. Audit and Compliance - The company has proposed to reappoint Lixin Certified Public Accountants as the auditing firm for the 2025 fiscal year, highlighting their long-standing reputation and compliance with regulatory standards [11][12][15]. - The audit fees for 2024 are reported to be RMB 1.8 million, with the specific amount for 2025 to be determined by mutual agreement [12][14]. Related Transactions - The company has outlined expected related party transactions for 2024, with significant amounts anticipated for ticket revenue sharing and service procurement [17][18]. - The total expected related party transactions for 2025 are projected to exceed those of 2024, reflecting anticipated growth in the industry [18][19].

Core Viewpoint - The company intends to transfer its 10.0581% stake in Shandong Luxin Huijin Holdings Co., Ltd. for 203.0274 million yuan to Shandong Investment Co., Ltd. to focus on its main business and reduce related party transactions [3][5][7]. Group 1: Share Transfer Details - The transfer price for the 10.0581% stake in Luxin Huijin is set at 203.0274 million yuan, with the profits and losses from the assessment date to the transfer date to be enjoyed by Shandong Investment [3][6]. - The transaction has been approved by the company's board and requires shareholder approval, with related shareholders abstaining from voting [3][5]. - The company has conducted over 30 million yuan in related party transactions with the same related party in the past 12 months, exceeding 5% of the latest audited net assets [3][5]. Group 2: Financial Information of Related Parties - As of December 31, 2024, Shandong Investment had total assets of 7.42 billion yuan and net assets of 2.982 billion yuan, with an operating income of 323 million yuan and a net profit of 104 million yuan for the year [5][9]. - Luxin Huijin had total assets of 6.596 billion yuan and net assets of 2.183 billion yuan, with an operating income of 323 million yuan and a net profit of 135 million yuan for the same period [5][9]. Group 3: Impact of the Transaction - The completion of this transaction is expected to result in an investment gain of approximately 24.007 million yuan for the company, subject to confirmation by the annual audit [7][19]. - The transaction aligns with the company's long-term strategy to reduce non-performing assets and does not harm the interests of the company or minority investors [19]. Group 4: Related Party Transactions - The company’s wholly-owned subsidiary, Shandong High-tech Venture Capital Co., Ltd., plans to transfer its rights to the income and voting rights of its 9.79% stake in Shandong Longli Biological Technology Co., Ltd. to Shandong Financial Asset Management Co., Ltd. [8][19]. - The transfer price for the income rights is set at 4.3962 million yuan, with the voting rights being entrusted to the receiving party [19]. Group 5: Board Elections - The company is preparing for the election of a new board of directors as the current term is nearing completion, with nominations for non-independent and independent directors being proposed [21][25]. - The proposed candidates for the non-independent director positions include individuals with extensive experience in finance and management [21][25].

Group 1 - The company announced an increase in temporary proposals for the second extraordinary shareholders' meeting scheduled for June 27, 2025 [2][5] - Shanghai Zhongneng Enterprise Development (Group) Co., Ltd., holding 29.20% of the shares, submitted a temporary proposal on June 15, 2025 [2] - The board of directors approved the addition of a non-independent director to the board during the 41st meeting [2][3] Group 2 - The voting for the shareholders' meeting will take place through the Shanghai Stock Exchange network voting system on the day of the meeting [3] - The original equity registration date for the shareholders' meeting remains unchanged, set for June 23, 2025 [4] - The meeting will be held at the company's conference room at 14:30 on June 27, 2025 [5] Group 3 - The proposals to be voted on include amendments to the "Related Party Transaction Management Measures" and "Implementation Management Measures for Senior Management Annual Salary System" [8] - A proposal for the implementation of a technical transformation project with an annual production capacity of 119,000 tons of bio-fermentation products is also included [8] - There are no related shareholders that need to abstain from voting [6]

Core Viewpoint - Angang Steel Co., Ltd. plans to engage in a financing lease transaction with Shanghai Dingyi Leasing Co., Ltd. for an amount not exceeding 100 million yuan, with a lease term of 3-5 years, to support its operational needs [1][2]. Summary by Sections 1. Overview of Related Transactions - The company intends to lease equipment related to blast furnace processes and dust control systems through a sale-leaseback arrangement with Shanghai Dingyi, with the financing amount capped at 100 million yuan [1][2]. - This transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][2]. 2. Purpose and Reason for the Transaction - The financing lease is aimed at meeting the company's business development needs [2]. 3. Board Voting Situation - The proposal for the financing lease was approved at the company's sixth temporary board meeting in 2025, with related directors abstaining from the vote [2]. 4. Related Party Introduction - Angang Steel Group Co., Ltd. holds 67.65% of the company's shares, making it the controlling shareholder, and is connected to Shanghai Dingyi through its subsidiary [2]. - Shanghai Dingyi Leasing Co., Ltd. has a registered capital of 170 million yuan and operates in the financing leasing sector [4]. 5. Pricing Policy and Basis - The pricing for the transaction is based on market rates and is deemed fair, ensuring no harm to the company's interests [4]. 6. Impact of the Related Transaction on the Company - The transaction is expected to support the company's operational needs without affecting its independence or normal business operations [5]. 7. Required Approval Procedures - The transaction requires approval from the company's shareholders' meeting [2][5]. 8. Historical Related Transactions - In the past 12 months, the company has engaged in related transactions with Shanghai Dingyi amounting to 137 million yuan, excluding the current transaction [7].

证券代码：688210 证券简称：统联精密 公告编号：2025-031 深圳市泛海统联精密制造股份有限公司关于 子公司以知识产权质押等方式向金融机构申请授信的公告 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、准确性和完整性依法承担法律责任。 一、本次交易概述 深圳市泛海统联精密制造股份有限公司（以下简称"公司"）子公司深圳市 泛海统联精密模具有限公司（以下简称"精密模具"）、深圳市泛海统联智能制造 有限公司（以下简称"智能制造"）为拓宽融资渠道，同时降低融资成本，拟向 深圳市高新投小额贷款有限公司（以下简称"高新投小额贷款"）申请融资授信 额度。其中，精密模具以其名下有权处分的一项专利作为质押担保，向高新投小 额贷款申请 2,000.00 万元融资授信额度；智能制造拟向高新投小额贷款申请 投融资担保"）为公司子公司申请上述总计不超过人民币 3,500 万元的授信额度 提供连带责任保证担保，公司控股股东、实际控制人杨虎先生及其配偶王小林女 士对高新投融资担保为公司子公司上述融资提供的担保进行反担保，具体以最终 签署的保证合同为准。上述融资授信额度均用于公 ...

Group 1 - The company plans to apply for a credit limit of RMB 35 million from Shenzhen High-tech Investment Micro-loan Co., Ltd. to broaden financing channels and reduce financing costs [2][10] - Shenzhen Panhai Tonglian Precision Mould Co., Ltd. will pledge a patent as collateral for a loan of RMB 20 million, while Shenzhen Panhai Tonglian Intelligent Manufacturing Co., Ltd. will apply for a loan of RMB 15 million [2][9] - The financing will be used for the company's daily business operations, with a loan term of 360 days [2][10] Group 2 - The controlling shareholder and actual controller, Yang Hu, and his spouse, Wang Xiaolin, will provide counter-guarantees for the financing, which constitutes a related party transaction [3][10] - The company has obtained approval from its board and shareholders for the credit limit application, which falls within the previously approved total credit limit [3][10] - The related party transaction is exempt from further review and disclosure as it is classified as a transaction where the listed company receives benefits unilaterally [3][10] Group 3 - The company’s debtors include its subsidiaries, which are engaged in the design, research, and sales of precision molds and components [4][9] - The company’s financial structure is deemed reasonable, and the application for credit is expected to have a positive impact on its operations [10] - The underwriting institution has confirmed that the counter-guarantees provided by Yang Hu and Wang Xiaolin do not require the company to pay any fees, benefiting the company without incurring additional costs [10]

Core Points - The company held its fourth board meeting of 2025 on June 20, with all 9 directors present, complying with legal requirements [1] - The board approved related party transactions, including a share custody agreement with Tianjin Pharmaceutical Asset Management Co., Ltd. and a lease agreement with Tianjin Pharmaceutical Taiping Co., Ltd. [1][2] - The board appointed Zhao Liyang as the company's securities affairs representative, with a background in management and experience in various pharmaceutical companies [2]

Core Viewpoint - The company plans to sign a lease agreement with Tianjin Tai Ping Pharmaceutical Co., Ltd. to rent out a warehouse for three years, aiming to improve asset utilization and generate stable rental income [1][10]. Summary by Sections 1. Overview of the Related Transaction - The company intends to lease a property located at No. 5 Tengda Road, Beichen District, Tianjin, with a usage area of 24,112.59 square meters to Tianjin Tai Ping Pharmaceutical Co., Ltd. for a total contract amount of 14.7858 million RMB, which accounts for 0.19% of the company's latest audited net assets [1][2]. 2. Basic Information of the Related Party - Tianjin Tai Ping Pharmaceutical Co., Ltd. is a subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group Co., Ltd., which holds 56.65% of its shares, while the company holds 43.35% [4][11]. 3. Financial Impact and Transaction Details - The lease agreement is based on fair market pricing and is expected to positively impact the company's financial status and operational results, aligning with the interests of the company and all shareholders [10][11]. 4. Approval Process - The board of directors approved the lease agreement, with related directors abstaining from voting. The remaining five non-related directors and all independent directors consented to the proposal [10][11]. 5. Historical Related Transactions - In the past 12 months, the company has engaged in related transactions with the same related party, totaling 17.3275 million RMB, which is 0.22% of the latest audited net assets [2][11].

Group 1 - The company plans to sign a "Equity Custody Agreement" with Tianjin Pharmaceutical Asset Management Co., Ltd. to enhance business synergy with pharmacy chains and improve market competitiveness and sustainable development capabilities [1][2] - The agreement involves entrusting the company with the management of 100% equity rights of Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd. for a period of three years, with an annual management fee of 100,000 RMB, totaling 300,000 RMB over the three years, which is 0.004% of the company's latest audited net assets [2][3] - The transaction constitutes a related party transaction as Tianjin Pharmaceutical Asset Management is a wholly-owned subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group [2][3] Group 2 - The financial data of Tianjin Pharmaceutical Asset Management shows total assets of 1,183,345.28 million RMB and a net loss of 43,771.07 million RMB as of December 31, 2024 [3] - The target company, Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd., has total assets of 2,518.06 million RMB and a net profit of -1,142.74 million RMB for the last audited year [3][5] - The pricing policy for the transaction was determined based on the resources the company intends to invest and follows principles of voluntariness, fairness, and justice, ensuring no harm to the interests of the company and non-related shareholders [5][6] Group 3 - The main terms of the "Equity Custody Agreement" include the company acting as the custodian of the equity, with the right to manage and exercise shareholder rights on behalf of Tianjin Pharmaceutical Asset Management [6][7] - The agreement stipulates that Tianjin Pharmaceutical Asset Management will bear all investment and operational risks during the custody period, and the company will not be liable for any losses incurred [8][9] - The transaction is expected to enhance resource coordination and operational quality of the target company, without affecting the company's consolidated financial statements or operational independence [11][12] Group 4 - The board of directors approved the related party transaction, with related directors abstaining from voting, and independent directors expressing agreement [11][12] - Historical related party transactions in the past 12 months amounted to 17,327,500 RMB, representing 0.22% of the company's latest audited net assets [12][13]