吉林利源精制股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 吉林利源精制股份有限公司（以下简称"公司"）第六届董事会第十二次会议 于 2025 年 8 月 22 日在公司会议室召开。本次会议通知于 2025 年 8 月 19 日以通 讯、书面报告或网络等方式发出。本次董事会由董事长许明哲先生主持，会议采 取通讯方式进行了表决。会议应出席董事 9 人，亲自出席董事 9 人。公司部分监 事和高级管理人员列席了本次会议。本次会议的召开符合《中华人民共和国公司 法》和《公司章程》及有关法律法规的规定。 证券代码：002501 证券简称：利源股份 公告编号：2025-059 经与会董事审议表决，一致通过如下议案： （一）审议通过了《关于接受间接控股股东财务资助暨关联交易的议案》 表决结果：5 票赞成、0 票反对、0 票弃权、4 票回避（关联董事居茜、段力 平、叶彬、唐朝晖回避） 本事项已经公司第六届董事会第七次独立董事专门会议审议通过。 具体内容详见公司同日刊登在巨潮资讯网（www.cninfo.com.cn）的相关公告。 特此公告。 吉林利源精制股份有限 ...

Core Viewpoint - The supervisory board of Qingdao Huijintong Electric Equipment Co., Ltd. held its fourth meeting of the fifth session, approving several key proposals related to financial reporting, credit impairment, energy management contracts, and shareholder return planning [1][2][3]. Group 1: Financial Reporting - The supervisory board approved the proposal for credit impairment and asset impairment losses for the first half of 2025, affirming that the accounting treatment aligns with actual conditions and prudence principles [1]. - The board also approved the 2025 half-year report and its summary, confirming that the report accurately reflects the company's operational status without any misleading statements or omissions [2]. Group 2: Energy Management and Related Transactions - The board approved the signing of an energy management and energy-saving service contract with the related party, Qingdao Jintong New Energy Technology Co., Ltd., with a total transaction amount of approximately 44 million yuan, aimed at reducing electricity costs and enhancing economic benefits [2][3]. - The expected total energy-saving benefits from the storage project over the contract period are estimated to be around 14 million yuan, with the company sharing approximately 1.4 million yuan of these benefits [2]. Group 3: Shareholder Return Planning - The supervisory board approved a proposal for the company's shareholder return plan for the next three years (2025-2027), which will be submitted for review at the shareholders' meeting [3].

Core Viewpoint - Lio Co., Ltd. is facing challenges with weak core business performance and negative cash flow, raising concerns about the quality of its earnings. Additionally, the actual controller of Lio Co., Ltd. is under regulatory investigation, leading to questions about the legitimacy of its planned Hong Kong listing [1][9]. Group 1: Business Performance - Lio Co., Ltd. has a weak core business, primarily relying on investment activities for profitability. The company has been involved in numerous acquisitions, spending over 5 billion yuan on acquiring stakes in more than 20 companies [1]. - The company has two main business segments: mechanical manufacturing and digital marketing. However, its revenue growth has stagnated, with a market share of approximately 3% in the media agency sector, significantly trailing behind the leading competitor, which has a revenue of 20.64 billion yuan [2][3]. - Despite appearing to have substantial revenue, the actual profitability is concerning, with gross profits fluctuating between 1.3 billion yuan and 1.9 billion yuan, leading to a net profit margin of only 200 million to 400 million yuan after accounting for expenses [5][6]. Group 2: Cash Flow and Investment Activities - The company has reported negative cash flow for four consecutive years from 2021 to 2024, raising doubts about the authenticity of its earnings [6]. - Lio Co., Ltd. has shown a keen interest in stock market investments, with plans to use up to 3 billion yuan of its own funds for various securities investments, including new stock subscriptions and bond investments [8]. Group 3: Regulatory Issues - The actual controller of Lio Co., Ltd., Wang Xiangrong, and Vice Chairman Wang Zhuangli are under investigation by the China Securities Regulatory Commission for suspected short-term trading activities involving their mother [9][10]. - The ongoing investigation may pose obstacles to the company's planned overseas listing, as regulatory guidelines prohibit companies with recent legal issues from issuing securities abroad [10]. Group 4: Related Party Transactions - In light of the financial pressures faced by *ST Chuangxing, Lio Co., Ltd. has engaged in related party transactions, raising concerns about potential conflicts of interest and the risk of being financially drained [11][14]. - The company has signed a framework agreement with a related party for construction and engineering services, which it claims will be conducted at fair market prices and will not harm the interests of the company or its shareholders [14].

Group 1 - The company has approved a profit distribution plan for the first half of 2025, proposing a cash dividend of 2.40 yuan per 10 shares, totaling approximately 44.20 million yuan [10][29][31] - The total share capital used for the dividend calculation is 184,160,421 shares after deducting shares held in the repurchase account [10][30] - The company reported a net profit of approximately 102.20 million yuan for the first half of 2025, with no statutory surplus reserve withdrawn [29][30] Group 2 - The company held its fourth board meeting on August 21, 2025, with all 14 directors present, and the meeting was deemed legal and effective [5][7] - The board unanimously approved the profit distribution plan and confirmed that the report's content is true, accurate, and complete [5][11] - The company has not experienced any significant changes in its operational situation during the reporting period [4][28] Group 3 - The company decided to waive its preemptive rights for a capital increase in its associate company, Beijing Hemu Biotechnology Co., Ltd., which will raise 94 million yuan [23][34] - Following the capital increase, the company's shareholding in Hemu Biotechnology will decrease from 6.76% to 5.23% [23][35] - The decision to waive the preemptive rights was made in consideration of the company's overall situation and was approved by the independent directors [37][47]

Core Viewpoint - The document outlines the legal opinions regarding the acquisition of assets by Anhui Guofeng New Materials Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related party transactions [1][2]. Group 1: Legal Framework and Compliance - The law firm Anhui Tianhe has been appointed to provide legal advice on the transaction, ensuring compliance with relevant laws and regulations such as the Company Law and Securities Law [1][2]. - The firm has issued previous legal opinions and supplementary opinions regarding the transaction, indicating a thorough review process [2][3]. Group 2: Employee Stock Ownership Plan - The document discusses the employee stock ownership platform, Taohu Jinzhang Enterprise Management Consulting Partnership, which has undergone multiple changes in partnership shares, raising questions about the valuation and transfer pricing [3][4]. - The historical performance and valuation of the target assets are scrutinized, particularly regarding the differences in share repurchase prices compared to previous capital increases [4][12]. Group 3: Valuation and Pricing - The valuation for the capital increase in January 2022 was set at 12.031 yuan per share, with a pre-investment valuation of approximately 1 billion yuan [12][13]. - The repurchase price for shares in January 2024 was determined based on the company's financial performance and market conditions, with a total valuation of 600 million yuan [14][15]. Group 4: Transaction Developments - The company has maintained good communication with the transaction counterpart, Su Quan, who decided to withdraw from the transaction due to personal information disclosure concerns, leading to the signing of a termination agreement [16]. - The stock incentive plan is progressing, with the company planning to use repurchased shares for employee incentives, ensuring that the plan remains intact despite the ongoing transactions [17][18]. Group 5: Financial Reporting and Accounting - The document outlines the accounting treatment for share-based payments, confirming that the recognition of share payment expenses is accurate and reasonable according to accounting standards [20][21]. - The total share payment expenses to be recognized over the service period are detailed, indicating a structured approach to financial reporting [21].

Overview - The company has approved a series of guarantees provided by its major shareholders and actual controllers to secure various financing needs totaling 270 million yuan [1][3][12] Financing Details - The company is applying for an 80 million yuan working capital loan from CITIC Bank with a term of 18 months, backed by guarantees from its controlling shareholder and major shareholders [13] - A comprehensive credit line of 100 million yuan is being sought from Bank of China for one year, with collateral including real estate and stock pledges from major shareholders [2][13] - The company is also seeking a net exposure financing of 50 million yuan from Huaxia Bank for up to three years, secured by stock pledges [2][14] - An additional 30 million yuan exposure credit from Ping An Bank for up to two years is also being requested, with guarantees from the actual controllers [14] - A 10 million yuan working capital loan from the Traffic Bank for one year is included in the financing requests, also backed by the actual controllers [15] Guarantee Structure - The total guarantee amount is 270 million yuan, with various forms of collateral including stock pledges and property mortgages [3][8] - The guarantees are provided without any fees or need for counter-guarantees, aligning with the interests of the company and its shareholders [12][11] Related Party Transactions - The guarantees constitute related party transactions as they involve the company's controlling shareholders and actual controllers [4][5] - The board of directors has ensured that related directors recused themselves from voting on these matters to maintain compliance with regulations [4][12] Company Background - The controlling shareholder, Lincang Feixiang Smelting Co., Ltd., holds 89,579,232 shares, representing 13.72% of the total share capital [5][6] - Yunnan Dongxing Industrial Group, another major shareholder, holds 41,079,168 shares, accounting for 6.29% of the total share capital [6][7] - The actual controllers, Bao Wendong and Wu Kaihui, have a significant influence on the company, with Bao serving as the chairman and general manager [5][7]

证券代码：002428 证券简称：云南锗业 公告编号：2025-046 云南临沧鑫圆锗业股份有限公司 关于公司、公司股东及实际控制人为子公司提供担保 暨关联交易的议案 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 一、交易情况概述 "本公司"）第八届董事会第二十八次会议审议通过《关于公司、公司股东及实 际控制人为子公司提供担保暨关联交易的议案》，同意了以下事项： 分别向中国民生银行股份有限公司玉溪支行（以下简称"民生银行"）、中国邮 政储蓄银行股份有限公司昆明市官渡区支行（以下简称"邮储银行"）申请 1,000 万元、4,900 万元综合授信，期限分别为一年、不超过三年。鉴于上述情况，同 意公司为昆明云锗上述综合授信提供连带责任保证担保。 向华夏银行股份有限公司昆明圆通支行（以下简称"华夏银行"）申请 1,000 万元流动资金贷款，期限为不超过三年（含）。鉴于上述情况，同意公司为东昌 公司上述流动资金贷款提供连带责任保证担保。 下简称"中信银行"）申请 6,000 万元流动资金贷款，期限为 18 个月。鉴于上 述情况，同意公司、公司控股股东临沧飞翔冶炼有限责任公司 ...

云南临沧鑫圆锗业股份有限公司 独立董事专门会议 2025 年第四次会议决议 云南临沧鑫圆锗业股份有限公司（以下简称"公司"）独立董事专门会议 2025 年第四次会议于 2025 年 8 月 9 日以通讯方式召开。会议应出席独立董事 3 名， 实际出席独立董事 3 名。本次会议出席人数、召开程序、议事内容均符合《公司 法》《上市公司独立董事管理办法》和《公司章程》的相关规定。会议经表决形 成如下决议： 一、会议以 3 票同意，0 票反对，0 票弃权，通过《关于公司、公司股东及 实际控制人为子公司提供担保暨关联交易的议案》； 本次关联交易因公司生产经营需求而发生，本次关联交易需要经过公司董事 会审议通过后方能实施，公司董事会表决时有利害关系的关联董事应进行回避。 本次关联交易不存在损害公司及其他股东特别是中小股东利益的情况。我们同意 公司将《关于公司、公司股东及实际控制人为子公司提供担保暨关联交易的议案》 提交公司第八届董事会第二十八次会议审议。 我们认为：公司、公司股东及实际控制人为公司子公司提供担保，是为了更 好地满足子公司流动资金需求，不收取任何担保费用，不需要提供反担保。该事 项是公开、公平、合理、合规的 ...

Core Viewpoint - The document outlines the legal opinions regarding the issuance of shares and cash payment for asset acquisition by Dongmu New Materials Group Co., Ltd, including the necessary approvals and the status of the transaction [2][3][7]. Group 1: Transaction Overview - Dongmu New Materials Group Co., Ltd is engaged in a transaction involving the issuance of shares and cash payment to acquire assets and raise supporting funds [2][3]. - The transaction has undergone updates to the reporting period, now covering 2023, 2024, and the first half of 2025 [3]. - The legal opinions provided are supplementary to previous legal documents issued regarding the same transaction [3][7]. Group 2: Approval and Authorization - The transaction has received necessary approvals, including the revision of the asset acquisition report and related resolutions [7][9]. - Further approvals are required from the Shanghai Stock Exchange and the China Securities Regulatory Commission before the transaction can be implemented [9][7]. Group 3: Asset Details - The historical background of the target company, Shanghai Fuchi High-Tech Co., Ltd, includes a valuation of its total equity at 1.1728 billion yuan as of September 30, 2019 [10]. - The share transfer agreement specifies that Dongmu will acquire 47,362,590 shares for a total price of 1.039 billion yuan [10][11]. - Following the share transfer, the total registered capital of Shanghai Fuchi will increase to 879.76275 million yuan [12]. Group 4: Investor Rights and Obligations - The investor, Yuanzhi Xinghuo, has specific rights including priority in share purchases and anti-dilution rights [12][19]. - The agreement stipulates conditions under which the investor can request a buyback of shares, including breaches of the investment agreement [27][29]. - The buyback price is calculated based on the total investment amount plus interest, minus any dividends received [21][27].

Meeting Overview - The 21st meeting of the 9th Board of Directors of Yinchuan Xinhua Department Store Group Co., Ltd. was held in August 2025, with all 9 directors present [1][2]. Financial Reports - The Board approved the 2025 Half-Year Report and Summary, which was reviewed by the Audit Committee [1]. - The voting result for the report was 9 votes in favor, 0 against, and 0 abstentions [1]. Profit Distribution - The Board approved the profit distribution proposal for the first half of 2025, which will be submitted to the fourth extraordinary shareholders' meeting for review [1]. - The voting result for the profit distribution was also 9 votes in favor, 0 against, and 0 abstentions [1]. Related Party Transactions - The Board approved the proposal to establish Ningxia Xinmei Supply Chain Co., Ltd., which was reviewed by the independent directors [2]. - The voting result for this proposal was 6 votes in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [2]. Daily Related Transactions - The Board approved the proposal for expected new daily related transactions for 2025, which will also be submitted to the fourth extraordinary shareholders' meeting for review [2]. - The voting result for this proposal was 6 votes in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [2]. Fund Management - The Board approved the revision of the Fund Management System, which will be submitted to the fourth extraordinary shareholders' meeting for review [2]. - The voting result for this proposal was 9 votes in favor, 0 against, and 0 abstentions [2]. Upcoming Shareholders' Meeting - The company plans to hold the fourth extraordinary shareholders' meeting on September 10, 2025, using a combination of on-site and online voting [3][4]. - The voting result for the meeting arrangements was 9 votes in favor, 0 against, and 0 abstentions [4].