江苏恒瑞医药股份有限公司 第九届监事会第十二次会议决议公告 本公司监事会及全体监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。 证券代码：600276 证券简称：恒瑞医药 公告编号：临2025-107 江苏恒瑞医药股份有限公司（以下简称"公司"）第九届监事会第十二次会议于2025年7月25日以通讯方 式召开。本次会议应到监事3人，实到监事3人。会议召开符合《公司法》《公司章程》的规定。公司全 体3名监事认真审议并通过了《关于收购控股子公司少数股东股权暨关联交易的议案》（详细公告见上 海证券交易所网站：http://www.sse.com.cn）： 赞成：2票 反对：0票 弃权：0票 关联监事袁开红先生回避表决，其余2名监事参与表决。 特此公告。 江苏恒瑞医药股份有限公司监事会 2025年7月25日 证券代码：600276 证券简称：恒瑞医药 公告编号：临2025-106 江苏恒瑞医药股份有限公司 第九届董事会第十七次会议决议公告 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 ...

Group 1 - The core point of the news is that Derma Technology (688360.SH) plans to transfer a total of 7,788,393 shares, representing 2.9530% of its total share capital, through a shareholder inquiry transfer before its initial public offering [1][2] - The shareholders involved in the transfer include Derma Investment, Chuangde Investment, and Huzhou Ligoo, with the transfer primarily driven by their own funding needs [2][3] - The transfer will be conducted as a non-public transfer, and the shares acquired through this inquiry transfer cannot be transferred within six months [3] Group 2 - Derma Technology was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on June 2, 2020, with an issuance of 21,419,150 shares at a price of 25.12 yuan per share, raising a total of 538.05 million yuan [3] - The company plans to use the funds raised for projects including digital workshop construction, intelligent sorting system upgrades, and working capital [3] - In 2023, Derma Technology completed the acquisition of 100% equity in Jiangsu Moandi Technology Co., Ltd., with the transaction valued at 55.15 million yuan, reflecting a 358.59% appreciation [4][5] Group 3 - The acquisition involved issuing shares and cash, with 50% of the transaction price paid in shares and 50% in cash [6][7] - The transaction will not create new related party transactions with the controlling shareholder or its affiliates [7][8] - Moandi specializes in the R&D, production, and sales of core components for logistics sorting equipment, which aligns with Derma Technology's focus on intelligent logistics systems and key equipment [9]

Group 1 - The company has approved the acquisition of Peak Rare Earths Limited by its wholly-owned subsidiary, Ganzhou Chenguang Rare Earth New Materials Co., Ltd., for a total consideration of AUD 150.5 million, plus an additional AUD 7.5 million from a proposed equity offering [1][2] - The acquisition will involve purchasing all ordinary shares of Peak Rare Earths, totaling 430,536,990 shares after the completion of the equity offering [2] - The implementation entity for the acquisition has been changed from Ganzhou Chenguang to Shenghe Resources (Singapore) Co., Ltd., which currently holds 19.7% of Peak Rare Earths shares [1][2] Group 2 - The change in the implementation entity is aimed at optimizing resource allocation and enhancing project execution efficiency, ensuring a smooth acquisition process [1][2] - The core terms of the acquisition agreement remain unchanged despite the change in the implementation entity [2]

Core Viewpoint - The company plans to acquire a 55% stake in Hulunbuir Shengtong Sugar Industry Technology Co., Ltd. for 506 million yuan, which will enhance its sugar segment and overall competitiveness [1] Group 1: Acquisition Details - The transaction amount for the acquisition is 506 million yuan [1] - After the acquisition, Shengtong Sugar Industry will become a subsidiary of the company and will be included in the consolidated financial statements [1] Group 2: Strategic Implications - The acquisition is expected to promote the development of the company's sugar segment and its downstream industry chain [1] - It aims to optimize the company's industrial structure, enhancing its sustainable profitability and comprehensive competitiveness [1] - The move is anticipated to support the company's steady growth [1]

Investment Rating - The report maintains a "Buy" rating for the company, with a previous rating also being "Buy" [2][4][6]. Core Views - The company is planning a significant equity acquisition to expand its precision structural components business, which is expected to create synergies with the listed company and enhance its competitive edge in the precision structural components sector [4][6][9]. - The acquisition is valued at approximately RMB 95 billion, funded by the company's own cash reserves, which are sufficient to cover the acquisition costs [9]. - The report projects the company's net profit for 2025, 2026, and 2027 to be RMB 3.64 billion, RMB 4.21 billion, and RMB 5.07 billion respectively, with corresponding P/E ratios of 22.6, 19.5, and 16.2 [6][8]. Financial Summary - The company's revenue is projected to grow from RMB 98.57 billion in 2023 to RMB 139.20 billion in 2027, with a compound annual growth rate (CAGR) of approximately 19.2% from 2025 to 2027 [8][10]. - The EBITDA is expected to increase from RMB 4.92 billion in 2023 to RMB 10.09 billion in 2027, indicating a strong growth trajectory [8][10]. - The report anticipates a significant recovery in net profit growth, with a forecasted increase of 144.9% in 2024, followed by steady growth rates of 36.6% and 15.6% in the subsequent years [8][10].

Core Viewpoint - The announcement details the valuation adjustment compensation and further acquisition of an 11% stake in Asia Pacific Mining by Tibet Huayu Mining Co., Ltd, highlighting the financial implications and strategic objectives of the transactions [1][2][3] Transaction Overview - In April 2020, Tibet Huayu Mining acquired a 40% stake in Guizhou Asia Pacific Mining from Guangxi Dilun Mining for a total valuation of 1.8434245 billion yuan [1] - As of April 30, 2024, the valuation adjustment compensation triggered a cash payment of 509.19 million yuan to Guangxi Dilun for the 11% stake, with the total transaction price set at 300 million yuan [1][6] - The valuation reports were prepared by qualified asset evaluation firms, confirming the adjusted equity value of Asia Pacific Mining at 2.5229739 billion yuan as of April 30, 2024 [2][20] Financial Assessment - The valuation adjustment report indicated a significant increase in the equity value of Asia Pacific Mining, with a valuation increase of 1,710.10% compared to the previous assessment [20][24] - The acquisition of the additional 11% stake is aimed at achieving control over Asia Pacific Mining, enhancing the company's strategic resource portfolio [6][21] Regulatory Compliance - The transaction does not constitute a major asset restructuring as defined by the relevant regulations, and it has been approved by the company's board and supervisory committee [3][11] - The transaction is treated as a related party transaction for disclosure purposes, despite Guangxi Dilun not being classified as a related party under the Shanghai Stock Exchange rules [2][8] Stakeholder Engagement - The company has signed the valuation adjustment agreement and the share transfer agreement with Guangxi Dilun, with the transaction pending approval from the shareholders' meeting [4][10] - Relevant parties with conflicts of interest will abstain from voting on the transaction at the shareholders' meeting [11] Asset Evaluation - The mining rights of Asia Pacific Mining have been evaluated, with the mining rights valued at 3.4775356 billion yuan as of April 30, 2024 [5][20] - The financial performance of Asia Pacific Mining shows a negative net asset position, indicating ongoing challenges in profitability during the construction phase of its mining projects [18][19]

Summary of Key Points Core Viewpoint - Tianrun Industrial Technology Co., Ltd. is planning to acquire the entire equity of Shandong Altai Auto Parts Co., Ltd., and an asset valuation report has been prepared to provide a value reference for this acquisition [6][8]. Group 1: Valuation Overview - The valuation was conducted by Beijing Zhongtianhua Asset Appraisal Co., Ltd. based on the market value of the entire equity of Shandong Altai Auto Parts Co., Ltd. as of March 31, 2025 [6][8]. - The total asset book value of Shandong Altai Auto Parts Co., Ltd. is assessed at 631.0554 million RMB, with an increase of 118.2526 million RMB, resulting in a growth rate of 23.06% [7]. - The total liability valuation is 495.7601 million RMB, leading to a net asset valuation of 135.2953 million RMB, with an increase of 118.2526 million RMB, resulting in a growth rate of 693.86% [7]. Group 2: Financial Data - As of December 31, 2024, the total assets were 499.9458 million RMB, and by March 31, 2025, they increased to 512.8028 million RMB [12]. - The total liabilities increased from 478.9254 million RMB to 495.7601 million RMB during the same period [12]. - The net assets decreased from 21.0204 million RMB to 17.0427 million RMB, indicating a decline in financial health [12][13]. Group 3: Company Background - Shandong Altai Auto Parts Co., Ltd. was established in June 2013 with an initial registered capital of 8 million USD [9]. - The company specializes in the design, development, production, and sales of automotive parts, including crankshafts and machine tools [9]. - The ownership structure has undergone several changes, with the current major shareholder being Jiangsu Dongxi Engine Parts Co., Ltd., holding 74.42% of the equity [11][12].

Core Viewpoint - The announcement by ST Xifa regarding the cash acquisition of a 50% stake in Tibet Lhasa Beer from Carlsberg International is seen as a significant asset restructuring move, reflecting the critical importance of Lhasa Beer to ST Xifa's future viability [1][2][3] Group 1: Company Overview - ST Xifa plans to acquire the 50% stake in Lhasa Beer, which is projected to account for 93% of its total revenue in 2024, highlighting its role as a crucial asset for the company [2][3] - The acquisition aims to allow ST Xifa to fully control Lhasa Beer, thereby consolidating its core business and focusing on its main operations [4][8] Group 2: Historical Context - The partnership between Carlsberg and ST Xifa began in 2004, with both parties initially holding equal stakes in Lhasa Beer, which was intended to be a strategic move in the competitive Chinese beer market [3][6] - Over the years, Lhasa Beer has seen a decline in market share from 60% to approximately 30%, and Carlsberg has attempted to divest its stake multiple times without success [3][6] Group 3: Legal and Financial Implications - The acquisition follows a protracted legal battle between ST Xifa and Carlsberg, which included disputes over dividend payments and attempts by Carlsberg to transfer its stake to a third party without ST Xifa's consent [2][6][7] - The court rulings have favored ST Xifa, reinforcing its position and enabling it to negotiate the acquisition under favorable conditions [6][7][8] Group 4: Market Reaction and Future Outlook - Following the announcement, ST Xifa's stock price surged, indicating strong market confidence in the acquisition and the potential for growth in the Tibet region, especially with significant infrastructure investments underway [5][8] - The outcome of this acquisition could either lead to a deeper integration of operations or potentially sow the seeds for future conflicts, depending on how effectively ST Xifa can leverage its new control over Lhasa Beer [8]

Group 1 - The core announcement is about China Ruyi's significant equity acquisition plan, where its wholly-owned subsidiary will acquire 30% of Kuaiqian Financial for a total value of RMB 240 million [1] - The payment for the acquisition will be completed in three stages, and after the acquisition, China Ruyi will become the largest single shareholder of Kuaiqian Financial [1] - Kuaiqian Financial holds a strong position in the third-party payment sector, having obtained one of the first third-party payment licenses from the People's Bank of China in 2011 [1][2] Group 2 - Kuaiqian Financial provides comprehensive payment solutions primarily for large and medium-sized enterprises, with a rich merchant resource base across various industries including finance, insurance, travel, retail, and cross-border [1] - The acquisition is expected to expand China Ruyi's business into the third-party payment and fintech sectors, creating synergies with its existing online streaming and gaming services [1] - Post-acquisition, Kuaiqian Financial will not be a subsidiary of China Ruyi but will be treated as an associate company, with its financial performance not consolidated into the group's financial statements [2]

Group 1 - The company Shenzhen Beiding Crystal Technology Co., Ltd. (referred to as "Beiding") has decided to acquire 100% equity of Zhongshan Keri Automation Technology Co., Ltd. for a total price of RMB 156 million [5][7][30] - The acquisition was approved unanimously by the board of directors during the 19th meeting of the fourth board session held on July 21, 2025 [1][8][32] - The board believes that the transaction price is fair and reasonable, and it will not adversely affect the company's financial and operational status [2][30][32] Group 2 - The acquisition will allow Zhongshan Keri to become a wholly-owned subsidiary of Beiding and will be included in the consolidated financial statements of the company [7][12][30] - The transaction does not constitute a related party transaction or a major asset restructuring, thus it does not require approval from the shareholders' meeting [6][8][30] - The acquisition is seen as a strategic move to enhance the company's manufacturing capabilities and expand its product line, supporting overall business growth [29][30] Group 3 - The financial assessment of Zhongshan Keri indicates total assets of RMB 86.6181 million and total liabilities of RMB 21.4037 million, resulting in a net asset value of RMB 65.2144 million [16][20] - The valuation report shows an assessed equity value of RMB 156.4563 million, with an appreciation of RMB 91.2419 million, reflecting a 139.91% increase due to rising land and property values [16][20] - The payment structure for the acquisition includes an initial payment of 95% of the transaction price upon approval from Keri Technology's shareholders, followed by the remaining 5% within a year [22][30]