Core Viewpoint - The company plans to acquire 99% equity of Anhui Yigao Optoelectronics Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds for this transaction [1] Group 1: Compliance with Regulations - The transaction complies with Article 11 of the Major Asset Restructuring Management Measures, including adherence to national industrial policies and legal regulations regarding environmental protection, land management, antitrust, foreign investment, and outbound investment [1] - The transaction will not jeopardize the company's compliance with stock listing conditions and the asset pricing is fair, ensuring no harm to the company and shareholders' legal rights [1] - The ownership of the assets involved is clear, with no legal obstacles to transfer, and the handling of related debts and credits is lawful [1] - The transaction is expected to enhance the company's sustainable operational capacity and will not result in a situation where the main assets post-restructuring are cash or lack specific business operations [1] - The transaction will help maintain independence in business, assets, finance, personnel, and institutions from the actual controller and related parties, aligning with the China Securities Regulatory Commission's independence requirements [1] - The transaction supports the maintenance of a sound and effective corporate governance structure [1] Group 2: Financial and Operational Integrity - The transaction meets the requirements of Article 43 of the Major Asset Restructuring Management Measures, including the company receiving an unqualified audit report for the last year's financial statements [2] - There are no ongoing criminal investigations or regulatory inquiries against the company or its current directors and senior management [2] - The transaction aligns with Article 44 of the Major Asset Restructuring Management Measures, enhancing asset quality and sustainable operational capacity without causing significant adverse changes to the financial situation [2] - The assets being acquired are clearly owned operational assets, with the ability to complete ownership transfer procedures within the agreed timeframe, provided legal procedures and prerequisites are met [2] - The acquired assets will have significant synergy with the company's existing main business [2] - The transaction does not involve installment payments for the acquisition of assets [2]

Group 1 - The company intends to acquire 70% equity of two renewable energy companies through a combination of issuing shares and cash payment [1][2] - Beijing Zhongqi Hua Asset Appraisal Co., Ltd. has been appointed as the independent appraisal agency for the transaction [1] - The board has reviewed the independence of the appraisal agency, the reasonableness of the appraisal assumptions, the relevance of the appraisal methods to the objectives, and the fairness of the transaction pricing [1][2] Group 2 - The appraisal agency meets the requirements of the Securities Law of the People's Republic of China and has no conflicts of interest with the company or the transaction parties [1][2] - The appraisal assumptions are in accordance with national laws and regulations, reflecting the actual situation of the appraisal objects [2] - The appraisal methods used are appropriate and align with the objectives of the appraisal, ensuring that the valuation is fair and accurate [2][3] Group 3 - The final pricing of the assets in the transaction is based on the asset appraisal value filed by China Huaneng Group Co., Ltd., ensuring compliance with relevant laws and regulations [2] - The appraisal results objectively reflect the actual situation of the appraisal objects as of the valuation date [2][3] - The board concludes that the selected appraisal agency is independent, the assumptions are reasonable, the methods are relevant, and the pricing is fair [3]

Group 1 - The independent financial advisor, Guotai Junan Securities Co., Ltd., has been appointed by Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. to provide advisory services for the acquisition of assets through share issuance and cash payment, along with raising supporting funds [1] - The independent financial advisor conducted due diligence and internal verification in accordance with relevant laws and regulations, ensuring that the professional opinions expressed align with the disclosed documents of the listed company [1] - The advisor confirmed that the restructuring plan complies with legal and regulatory requirements, and that the disclosed information is true, accurate, and complete, without any false records or significant omissions [1] Group 2 - Strict confidentiality measures and risk control protocols are in place to prevent insider trading, market manipulation, and securities fraud [1]

Core Viewpoint - The independent financial advisor, Guotai Junan Securities, confirms that the parties involved in the transaction do not fall under any restrictions regarding participation in major asset restructuring of listed companies [1][2]. Group 1: Transaction Overview - Inner Mongolia Mengdian Huaneng Thermal Power Co., Ltd. plans to issue shares and pay cash to acquire 70% equity of Northern Shangdu Zhenglanqi New Energy Co., Ltd. and 75.51% equity of Northern Dolun New Energy Co., Ltd. from Northern United Power Co., Ltd. [1] - The company will also issue shares to raise supporting funds from no more than 35 specific investors [1]. Group 2: Compliance and Regulatory Review - The independent financial advisor has conducted a review and found that the relevant parties do not have any ongoing investigations or administrative penalties related to insider trading in the last 36 months, as per the regulations [1][2]. - The review confirms compliance with the guidelines set forth in the "Listed Company Regulatory Guidelines No. 7" and the "Shanghai Stock Exchange Self-Regulatory Guidelines No. 6" regarding major asset restructuring [2].

Core Viewpoint - The company, Anhui Fulede Technology Development Co., Ltd., plans to issue shares and convertible bonds to acquire 100% equity of Jiangsu Fulehua Semiconductor Technology Co., Ltd., with a total transaction value of 655 million yuan [6][14][20]. Group 1: Transaction Overview - The company intends to acquire 100% equity of Jiangsu Fulehua through the issuance of shares and convertible bonds to 59 trading parties [6][14]. - The assessment report values the 100% equity of Fulehua at 655 million yuan as of September 30, 2024 [6][14]. - The total consideration for the transaction is set at 655 million yuan, with shares and convertible bonds as payment methods [6][14]. Group 2: Fundraising Details - The company plans to raise up to 782.59 million yuan through the issuance of shares to no more than 35 specific investors [12][20]. - The total amount raised will not exceed 100% of the transaction price for the asset acquisition [12][20]. - The funds will be used for intermediary fees, taxes, and specific projects related to semiconductor production [12][20]. Group 3: Share Issuance and Pricing - The shares will be issued at a price of 16.30 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [14][15]. - The total number of shares to be issued is approximately 379.76 million, accounting for 52.88% of the company's total share capital post-transaction [14][15]. - The pricing mechanism includes adjustments for any corporate actions such as dividends or stock splits during the pricing period [15][20]. Group 4: Convertible Bonds - The company will issue convertible bonds with a total value of approximately 35.99 million yuan, representing 5.49% of the total transaction price [20][21]. - The initial conversion price for the bonds is set at 16.30 yuan per share, with no adjustment mechanism for the conversion price [21][24]. - The bonds will have a maturity period of four years and a nominal interest rate of 0.01% per annum [22][24].

Group 1 - The core transaction involves TCL Technology Group issuing shares and paying cash to acquire a 21.5311% stake in Shenzhen Huaxing Semiconductor, with a total transaction value of 1,156,209.33 million RMB [2][3][10] - The company will control a total of 84.2105% of Shenzhen Huaxing Semiconductor after the transaction [2][3] - The fundraising through share issuance is capped at 435,941.11 million RMB, which is 100% of the asset purchase price [2][10] Group 2 - The share issuance price is set at 4.42 RMB per share, which complies with the regulatory requirement of being no less than 80% of the average trading price over specified periods [5][10] - The issuance will not affect the company's control structure, as there will be no change in the largest shareholder or actual controller [2][3] Group 3 - The cash payment for the transaction will be funded through the proceeds from the share issuance, and if the fundraising is insufficient, the company will use its own funds [12][13] - The transaction has undergone all necessary approvals and procedures as of the date of the independent financial advisor's opinion [15][16] Group 4 - The transaction has been executed with the transfer of the stake completed and registered with the relevant authorities [15] - The company has fulfilled its information disclosure obligations throughout the transaction process [15][16]

及其摘要和本次交易需要提交的其他有关文件。 邵阳维克液压股份有限公司董事会 关于本次重组履行法定程序的完备性、合规性及 提交法律文件的有效性的说明 邵阳维克液压股份有限公司（以下简称"公司"）拟通过发行股份及支付 现金方式购买凌俊、邓红新等38名交易对方持有的重庆新承航锐科技股份有限 公司（以下简称"新承航锐"）100%股份并募集配套资金（以下简称"本次重 组"）。本次重组完成后，新承航锐将成为公司的全资子公司。 根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所 创业板股票上市规则》《上市公司重大资产重组管理办法》《上市公司监管指引第 信息披露内容与格式准则第 26 号——上市公司重大资产重组》等法律法规和规 范性文件的规定，公司董事会就本次交易履行法定程序的完备性、合规性及提交 法律文件的有效性进行如下说明： 一、关于本次交易履行法定程序完备性、合规性的说明 采取了必要且充分的保密措施，并严格限定本次交易相关敏感信息的知悉范围。 制作《内幕信息知情人登记表》及《重大事项进程备忘录》，经相关人员签字确 认后向深圳证券交易所进行了报送。 月 23 日开市起停牌，预计停牌时间不超过 10 个交 ...

Core Viewpoint - The company plans to acquire 100% equity of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds, in compliance with relevant regulations [1][2]. Group 1: Compliance with Regulations - The transaction aligns with national industrial policies and legal regulations regarding environmental protection, land management, antitrust, foreign investment, and external investment [1]. - Post-transaction, the company will continue to meet stock listing conditions, ensuring no adverse impact on its listing status [1]. - The asset pricing will be based on a fair evaluation report from a qualified asset appraisal institution, ensuring no harm to the company's and shareholders' legal rights [1]. - The ownership of the target assets is clear, and there are no legal obstacles to the transfer of assets upon meeting relevant legal procedures [1]. - The transaction is expected to enhance the company's operational capabilities and will not result in a situation where the main assets are cash or lack specific business operations [1]. - The transaction will maintain the independence of the company from its actual controllers and related parties, in accordance with the regulations of the China Securities Regulatory Commission [1]. - The company has established a sound corporate governance structure in compliance with relevant laws and regulations, which will be maintained post-transaction [1]. Group 2: Financial and Legal Compliance - The company's financial reports for the past year have received an unqualified audit opinion from registered accountants [2]. - There are no ongoing criminal investigations or regulatory inquiries against the company or its current directors and senior management [2]. - The transaction meets other conditions set by the China Securities Regulatory Commission [2]. Group 3: Asset Quality and Business Synergy - The transaction is expected to improve the quality of the company's assets and enhance its operational capabilities without causing significant adverse changes to its financial condition [2][3]. - The assets being acquired are clear ownership operational assets, and the transfer procedures can be completed within the agreed timeframe [2][3]. - There is a certain level of business synergy between the company and the target company, which will foster a complementary relationship and effective integration of business and technology [2].

Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for an equivalent portion of shares (85.5 million shares, representing 57% ownership) held by Jiangxi Jiangtong Holdings Development Co., Ltd. in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties involved [1]. Group 1 - The transaction is in compliance with the regulations outlined in the "Guidelines for the Supervision of Listed Companies No. 7" regarding major asset restructuring and abnormal trading [1]. - The board confirms that there are no parties involved in the transaction that are under investigation for insider trading related to this transaction, nor have they faced administrative penalties or criminal charges in the last 36 months [1]. - The relevant parties do not fall under the restrictions specified in the "Guidelines for the Supervision of Listed Companies No. 7" that would prevent them from participating in any major asset restructuring [1].

Core Viewpoint - The board of directors of Green康 Biochemical Co., Ltd. confirms that the parties involved in the proposed transaction do not fall under the prohibitions outlined in the regulatory guidelines regarding abnormal trading related to major asset restructuring [1][2] Group 1: Transaction Details - Green康 Biochemical Co., Ltd. plans to sell 100% equity stakes in three subsidiaries: Green康 (Yushan) Film Material Co., Ltd., Green康 (Haining) Film Material Co., Ltd., and Green康 New Energy (Shanghai) Import and Export Trade Co., Ltd. for cash [1] - The transaction is subject to the regulations set forth in the "Guidelines for the Supervision of Listed Companies No. 7" regarding major asset restructuring [1] Group 2: Compliance and Investigation Status - The company, the counterparty, and related parties, including controlling shareholders and management, have not been investigated or prosecuted for insider trading related to major asset restructuring in the last 36 months [1][2] - There are no administrative penalties or criminal responsibilities imposed by the China Securities Regulatory Commission related to insider trading for the involved parties in the specified timeframe [1][2]