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]

Core Viewpoint - The document outlines the decision-making system for related party transactions of Shanghai Cambridge Technology Co., Ltd, emphasizing fairness, transparency, and protection of the company's and shareholders' interests [1][2]. Group 1: General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [1][2]. - Related parties with voting rights at shareholder meetings should abstain from voting on related transactions, except in special circumstances [1][2]. - The board of directors must assess whether related transactions are beneficial to the company, potentially seeking independent evaluations [1][2]. Group 2: Definition and Scope of Related Parties - Related parties include related legal entities, natural persons, and potential related parties [2]. - Legal entities are considered related if they are controlled by the same parent company or if they hold significant shares (over 10%) in the company [2]. - Natural persons are defined as family members of key management and those holding significant shares [2]. Group 3: Types of Related Transactions - Related transactions include asset purchases or sales, external investments, financial assistance, guarantees, leasing, management contracts, donations, debt restructuring, and R&D project transfers [3][4]. Group 4: Pricing and Management of Related Transactions - Written agreements must be established for related transactions, specifying pricing policies [6]. - Pricing principles include government pricing, market prices from independent third parties, and reasonable cost-plus pricing [6][5]. - If no comparable market prices exist, reasonable costs plus profits can be used as a basis for pricing [5]. Group 5: Procedures and Disclosure Requirements - Transactions exceeding 300,000 yuan with related natural persons must be disclosed to shareholders [6]. - Transactions over 3 million yuan with related legal entities, constituting more than 0.5% of the latest audited net assets, require board approval and disclosure [7]. - Transactions over 30 million yuan, constituting more than 5% of the latest audited net assets, necessitate independent evaluation and shareholder meeting approval [7]. Group 6: Approval and Voting Procedures - Related directors must abstain from voting on related transactions, and decisions require a majority of non-related directors [12][19]. - Related shareholders must also abstain from voting on matters where their interests may conflict [12][19]. Group 7: Exemptions from Obligations - Certain transactions, such as cash subscriptions for publicly issued stocks or bonds, are exempt from the obligations outlined in the document [13]. Group 8: Record Keeping and Amendments - Records of related transaction decisions must be maintained for at least ten years [14]. - The board of directors is responsible for amending the decision-making system in accordance with relevant laws and regulations [14].

证券代码：603151 证券简称：邦基科技 公告编号：2025-051 山东邦基科技股份有限公司 第二届董事会第十一次会议决议公告 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、准确性和完整性承担法律责任。 一、董事会会议召开情况 山东邦基科技股份有限公司（以下简称"公司"）于 2025 年 6 月 16 日以现 场加通讯表决方式召开了第二届董事会第十一次会议。会议通知于 2025 年 6 月 《山 议由董事长王由成先生主持。本次会议的召开符合《中华人民共和国公司法》 东邦基科技股份有限公司章程》（以下简称"《公司章程》"）以及有关法律、 法规的规定。 二、董事会会议审议情况 会议审议通过了以下议案： （一）审议通过《关于公司本次发行股份及支付现金购买资产暨关联交易 符合相关法律法规规定的议案》 公司拟通过发行股份及支付现金的方式购买 Riverstone Farm Pte. Ltd.所 持有的山东北溪农牧有限公司、山东瑞东伟力农牧有限公司、山东鑫牧农牧科技 有限公司、瑞东农牧（利津）有限公司、瑞东农牧（山东）有限责任公司、瑞东 威力牧业（滨州）有限公司 ...

Core Viewpoint - Shennong Co., Ltd. reported a significant increase in related party transactions in its 2024 annual report, with a total of 120.28 billion yuan, primarily due to increased procurement from its controlling shareholder and related parties [1] Group 1: Related Party Transactions - The total amount of related party transactions reached 120.28 billion yuan, with related procurement accounting for 98.37 billion yuan, a year-on-year increase of 36.24%, and related sales amounting to 21.59 billion yuan, up 5.03% [1] - The company has receivables from its controlling shareholder and related parties totaling 3.91 billion yuan, with prepayments of 1.25 billion yuan and other receivables of 1.62 billion yuan [1] Group 2: Procurement Details - The company procured a total of 50.09 billion yuan from its controlling shareholder, China Pingmei Shenma Group, mainly for five products: benzene, caprolactam, raw coal, liquid ammonia, and cyclohexanone, which accounted for approximately 69.62% of total procurement [2] - The procurement prices from related parties were lower than market averages due to cost savings from pipeline transportation and the advantages of integrated supply chains [2] Group 3: Reasons for Increased Procurement - The significant increase in related party procurement was attributed to new equipment purchases for ongoing projects by subsidiaries, with procurement amounts for subsidiaries like Puli Materials, Long'an Chemical, and Aidi'an increasing by 87.65% compared to the previous year [3] - The procurement of raw coal also surged, with quantities increasing from 4.98 million tons in 2023 to 65.46 million tons in 2024, resulting in a procurement amount increase of 1074.22% [3] - The company emphasized the necessity of related party procurement to leverage the centralized purchasing advantages of its controlling shareholder, ensuring quality and reducing costs [3]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：300984 证券简称：金沃股份 公告编号：2025-076 浙江金沃精工股份有限公司 第三届董事会第七次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、误导性陈述或重大遗 漏。 一、董事会会议召开情况 浙江金沃精工股份有限公司（以下简称"公司"）第三届董事会第七次会议通知于2025年6月13日以电子 邮件方式发出，会议于2025年6月19日在公司会议室以现场结合通讯的方式召开。会议由公司董事长杨 伟先生主持，应到董事9人，实到董事9人（其中现场出席董事6名，通讯出席董事3名），公司高级管理 人员列席了会议。会议的召集、召开和表决程序符合《中华人民共和国公司法》等法律、法规和《公司 章程》的有关规定。 二、董事会会议审议情况 因公司新增对外投资，基于审慎原则及公司实际经营情况的需要，公司及子公司预计2025年度内与关联 方衢州市简单精密工具有限公司发生不超过人民币1,000.00万元的日常关联交易。本次日常关联交易预 计事项为公司业务发展及生产经营的正常需要，交易价格以市场公允价格为基础，不存在损害公司和股 东利 ...

Group 1 - The company received a non-standard audit opinion with an emphasis on the risk of loss related to accounts receivable from Shanghai Shufude Digital Technology Co., Ltd, amounting to 94.79 million yuan, with a bad debt provision of 66.79 million yuan for accounts receivable and 20.26 million yuan for other receivables [1][2] - Shanghai Shufude was recognized as a related party due to its significant reliance on the company's credit support and high sales on credit, leading to an additional recognition of 80.81 million yuan in related transactions for 2024 [1][2] - The company plans to purchase raw materials worth 25 million yuan and sell products worth 160 million yuan to Shanghai Shufude in 2025, indicating a growth in transaction scale [1] Group 2 - The company is required to disclose the equity structure and historical evolution of Shanghai Shufude, including any potential undisclosed related relationships or interests involving the controlling shareholders [2][3] - The independent audit and board of directors are tasked with reviewing the necessity and reasonableness of the large-scale related transactions planned for 2025, given the uncertainties surrounding the recovery of previous receivables [2][8] Group 3 - The sales model of Shanghai Shufude includes both direct sales and distribution, with a focus on order-based delivery, ensuring no inventory is held except for display samples [13][14] - The company has established a centralized system for order processing, where sales data is uploaded to facilitate procurement and delivery, ensuring credit checks are performed before shipment [12][13] - The pricing strategy for products sold to Shanghai Shufude is aligned with historical data from the company's domestic subsidiaries, ensuring consistency in pricing across channels [18][22] Group 4 - The company reported significant sales figures for smart beds and mattresses, with 2024 sales reaching 73.49 million yuan and 2025 sales in the first four months at 28.74 million yuan [16][24] - The accounts receivable from Shanghai Shufude as of 2024 amounted to 94.79 million yuan, reflecting the company's credit policy of allowing 90 days for payment after invoicing [24][25] - The company has implemented a sales policy that prohibits distributors from stockpiling products, ensuring fair pricing and market stability [15][22]

（一）公司本次交易符合《公司法》《证券法》《重组管理办法》《证券发 行注册管理办法》等有关法律、法规及规范性文件相关规定。本次交易方案合理、 具备可操作性，公司符合实施本次发行股份及支付现金购买资产并募集配套资金 的各项条件。 （二）本次交易编制的《新疆宝地矿业股份有限公司发行股份及支付现金购 买资产并募集配套资金暨关联交易报告书（草案）》及其摘要等相关文件符合《公 司法》《证券法》《重组管理办法》《公开发行证券的公司信息披露内容与格式 准则第26号——上市公司重大资产重组》等有关法律、法规、规章和规范性文件 的规定。 （三）公司拟与交易对方签署的附生效条件的《发行股份及支付现金购买资 产协议之补充协议》、拟与公司控股股东签署的《关于新疆宝地矿业股份有限公 司向特定对象发行股票之附条件生效的股份认购协议》符合相关法律法规要求与 规定。 （四）本次发行股份及支付现金购买资产的交易对方在交易前与上市公司不 存在关联关系，发行股份及支付现金购买资产完成后，交易对方克州葱岭实业有 限公司预计将持有上市公司5%以上股份。同时，本次交易募集配套资金认购方包 括公司控股股东新疆地矿投资（集团）有限责任公司。因此，根据《上海 ...

Core Viewpoint - The company has approved the 2025 Restricted Stock Incentive Plan, which aims to enhance the incentive mechanism for management and key personnel, thereby benefiting long-term development and shareholder interests [2][3]. Group 1: Incentive Plan Approval - The Supervisory Board has passed the proposal for the 2025 Restricted Stock Incentive Plan, which is expected to motivate the management team and core personnel, aligning their interests with those of the shareholders [2][3]. - The plan complies with relevant laws and regulations, ensuring its legality and effectiveness [2][3]. Group 2: Implementation Management - The Supervisory Board has also approved the implementation assessment management measures for the 2025 Restricted Stock Incentive Plan, which are designed to ensure smooth execution and improve the company's governance structure [3][4]. - These measures aim to establish a balanced value distribution system and a mechanism for shared interests between shareholders and management [3][4]. Group 3: Incentive Object Verification - The Supervisory Board has verified the list of incentive objects for the 2025 plan, confirming that all individuals meet the qualifications set forth by relevant laws and the company's articles of association [4][5]. - The incentive objects do not include supervisors, independent directors, or foreign personnel, ensuring compliance with the regulations [4][5]. Group 4: Related Party Transactions - The Supervisory Board has approved the expected new related party transactions for 2025, which are deemed necessary for normal business operations and priced fairly based on market conditions [5]. - The transactions are not expected to harm the interests of the company or minority investors and will not affect the company's independence [5].