Core Viewpoint - The supervisory board of Shandong Water Development Gas Co., Ltd. has reviewed and approved the adjustments to the company's 2023 private placement plan, confirming compliance with relevant laws and regulations, and ensuring no harm to the interests of shareholders, especially minority shareholders [1][2][4]. Summary by Sections Adjustment of the 2023 Private Placement Plan - The supervisory board believes that the adjustment of the 2023 private placement plan aligns with the Company Law, Securities Law, and other relevant regulations, and does not harm the interests of the company or its shareholders, particularly minority shareholders [1]. Review of the Revised Private Placement Proposal - The supervisory board finds that the revised private placement proposal is feasible and operable, complying with legal regulations and benefiting all shareholders without harming minority shareholders' interests [1]. Analysis Report of the Private Placement Plan - The supervisory board confirms that the analysis report for the revised private placement plan adheres to legal requirements and does not harm the interests of the company or its shareholders, especially minority shareholders [2]. Conditional Share Subscription Agreement - The supervisory board states that the conditional share subscription agreement with Water Development Group is legal and valid, ensuring no harm to shareholder rights, particularly those of minority shareholders [2]. Related Party Transactions - The supervisory board acknowledges that the issuance of shares to Water Development Group constitutes a related party transaction, and the terms of the subscription agreement are fair and reasonable, not harming the interests of the company or its shareholders [2]. Feasibility Analysis of Fund Utilization - The supervisory board asserts that the feasibility analysis report for the use of funds from the private placement complies with legal regulations and does not harm the interests of the company or its shareholders, especially minority shareholders [4]. Dilution of Immediate Returns and Compensation Measures - The supervisory board indicates that the company has conducted a thorough analysis of the impact on immediate returns due to dilution and has proposed specific compensation measures, with commitments from controlling shareholders and management to fulfill these measures, ensuring compliance with relevant regulations [4]. Overall Approval - The supervisory board agrees with the overall arrangements for the private placement, which requires approval from the shareholders' meeting and subsequent reviews by the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [4].

Core Viewpoint - The company plans to issue shares to specific investors to raise up to RMB 500 million, which will be used to repay interest-bearing debts, potentially diluting immediate returns for existing shareholders [1][5]. Financial Impact Analysis - Before the issuance, the total share capital of the company is 459,070,924 shares, and the number of shares to be issued will not exceed 30% of this total [1]. - The projected net profit for 2024, excluding non-recurring gains and losses, is estimated at RMB 102.65 million, with three scenarios for 2025: no change, a 10% increase, and a 20% increase [2][4]. Key Financial Metrics Comparison - **Scenario 1 (2025 Net Profit Unchanged)**: - Basic earnings per share (EPS) before issuance: 0.2236, after issuance: 0.2198 [4]. - Weighted average return on equity (ROE) before issuance: 6.11%, after issuance: 6.49% [4]. - **Scenario 2 (2025 Net Profit +10%)**: - Basic EPS before issuance: 0.2236, after issuance: 0.2418 [4]. - Weighted average ROE before issuance: 6.11%, after issuance: 7.12% [4]. - **Scenario 3 (2025 Net Profit +20%)**: - Basic EPS before issuance: 0.2236, after issuance: 0.2638 [4]. - Weighted average ROE before issuance: 6.11%, after issuance: 7.74% [4]. Measures to Mitigate Dilution - The company plans to enhance operational efficiency and profitability post-issuance to counteract the dilution of earnings per share [5][6]. - Strict management of the raised funds will be implemented to ensure they are used effectively for debt repayment [6]. - The company will adhere to a stable cash dividend policy to protect the interests of minority shareholders [7]. Commitments from Stakeholders - The controlling shareholder and management have made commitments to ensure the effectiveness of measures to compensate for the dilution of immediate returns [7][8].

Core Viewpoint - The independent directors of Shandong Waterfa Gas Co., Ltd. approved several resolutions regarding the adjustment of the company's stock issuance plan for 2023, including changes in pricing, issuance quantity, and the identity of the issuing party, aimed at facilitating the company's financing and ensuring compliance with regulatory requirements [1][10]. Summary by Sections Stock Issuance Adjustment - The company proposed to adjust the stock issuance plan for 2023, changing the issuance price from 6.67 yuan per share to 5.29 yuan per share, which is still not less than 80% of the average trading price over the previous 20 trading days [1][3]. - The number of shares to be issued was increased from a maximum of 74,962,518 shares to 94,517,958 shares, not exceeding 30% of the total share capital before issuance [6][9]. Issuing Party Changes - The original issuing party was Waterfa Gas Group Co., Ltd., but it has been changed to the controlling shareholder, Waterfa Group Co., Ltd. [7][9]. Compliance and Fairness - The independent directors confirmed that the adjustments made to the stock issuance plan comply with relevant laws and regulations, ensuring that the interests of all shareholders, especially minority shareholders, are protected [10][12]. - The pricing and terms of the related party transactions were deemed fair and reasonable, reflecting the confidence of the subscribing party in the company [12][13]. Financial Reporting and Analysis - The independent directors reviewed and approved the feasibility analysis report for the use of raised funds, confirming that the funds will help reduce the company's debt and optimize its capital structure [13]. - A special report on the use of previously raised funds was also approved, indicating compliance with legal requirements and alignment with the company's actual situation [12][13]. Shareholder Meeting Proposals - The board proposed to seek shareholder approval for the exemption of Waterfa Group and its concerted actions from making a mandatory offer, which aligns with regulatory provisions [13][14].

对于终止本次向特定对象发行股票事项的主要原因，冠昊生物表示，自公司披露本次向特定对象发行股 票预案以来，公司与相关中介机构积极推进相关工作。由于市场环境的变化，在综合考虑资本市场状况 以及公司整体发展规划等因素，经与相关各方充分沟通、审慎分析后，公司决定向深交所申请撤回向特 定对象发行股票并在创业板上市的申请文件。 中国经济网北京6月24日讯 冠昊生物(300238.SZ)昨晚公告称，公司于2025年6月23日召开第六届董事会 第十五次会议和第六届监事会第十二次会议，审议通过了《关于公司终止向特定对象发行股票事项并撤 回申请文件的议案》，同意公司终止本次向特定对象发行股票事项并撤回申请文件。 冠昊生物的实际控制人张永明、林玲直接、间接持有北京天佑、世纪天富、江苏天佑100%的股权/出 资。 冠昊生物2025年4月 18日披露的向特定对象发行股份募集说明书(修订稿)显示，公司本次向特定对象发 行股票募集资金总额不超过50,000.00万元（含本数），扣除发行费用后的募集资金净额将全部用于补充 流动资金。 本次向特定对象发行股票的价格为8.96元/股。本次向特定对象发行的股份数量不超过55,803,571股(含本 ...

Group 1 - The company is planning to hold a shareholders' meeting on June 27, 2025, to discuss several key proposals, including the cancellation of the supervisory board and the appointment of a special auditing institution for the issuance of stocks to specific targets in 2025 [1][2][7] - The company intends to appoint Rongcheng Accounting Firm as the special auditing institution for the 2025 stock issuance, which has a long history in providing securities services and has audited 518 listed companies in 2024 [2][3][4] - The proposed organizational restructuring includes the cancellation of the supervisory board, with the audit committee of the board taking over its responsibilities, aimed at improving corporate governance [7][8] Group 2 - The company will revise its articles of association to reflect the cancellation of the supervisory board and to enhance compliance with relevant laws and regulations [8][9] - The revisions to the articles of association include changes to the roles and responsibilities of the board and the legal representation of the company, ensuring alignment with the latest legal requirements [8][10] - The company emphasizes the importance of maintaining the rights and interests of shareholders and stakeholders through these governance changes [8][11]

Meeting Overview - The fourth supervisory board meeting of Zhejiang Meilun Elevator Co., Ltd. was held on June 23, 2025, in compliance with relevant regulations [1] - The meeting was attended by all three supervisors, chaired by Ms. Zhu Hong, with some directors and senior management present [1] Issuance of A Shares - The company plans to issue A shares to specific targets through a simplified procedure, following the authorization from the 2023 and 2024 annual general meetings [1] - A subscription agreement with the identified subscribers has been signed, subject to conditions, and approved by the 17th meeting of the fourth board of directors [1] Adjustments to Issuance Plan - The issuance price and quantity have been adjusted based on the 2024 annual equity distribution and a supplementary agreement has been signed with the identified subscribers [2] - The voting results for the adjustments showed unanimous support, with 7 votes in favor and no opposition [2] Feasibility and Analysis Reports - The feasibility analysis report for the use of funds raised from the stock issuance was approved with unanimous support [3] - An analysis report justifying the stock issuance plan was also approved, again with unanimous support [3] Risk and Return Measures - The company has prepared a report on the risks of immediate return dilution and measures to mitigate these risks, which was approved unanimously [4]

因此，我们一致同意本议案，并同意将本议案提交公司董事会审 议，关联董事需回避表决。 对象发行股票方案的议案》 公司对本次向特定对象发行股票之发行方案符合《公司法》《证券 法》以及《发行注册管理办法》等相关法律、法规和规范性文件的规 定，合理、切实可行，符合公司的实际情况，符合公司长远发展规划 和全体股东利益，不存在损害公司及其股东特别是中小股东利益的情 形。 宁夏东方钽业股份有限公司第九届董事会 独立董事专门会议 2025 年第五次会议决议 宁夏东方钽业股份有限公司第九届董事会独立董事专门会议2025 年第五次会议于2025年6月22日以现场表决方式召开，应出席独立董 事3人，实际出席独立董事3人，经独立董事推举，本次会议由吴春芳 女士召集并主持。本次会议的召开符合法律、法规、规章及《公司章 程》的规定。与会独立董事审议了如下议案： 合向特定对象发行 A 股股票条件的议案》 根据《公司法》《证券法》以及《发行注册管理办法》等相关法律、 法规和规范性文件规定，我们对公司实际情况进行了逐项自查，认为 公司符合向特定对象发行股票的各项规定，具备向特定对象发行 A 股 股票的资格和条件。 因此，我们一致同意向特定对象 ...

Group 1 - The company held its 22nd meeting of the 9th Board of Directors on June 16, 2025, with all members ensuring the accuracy and completeness of the disclosed information [1] - The Board approved the issuance of A-shares to specific investors, confirming compliance with relevant laws and regulations [1][2] - The issuance will involve no more than 35 specific investors, including China Nonferrous Metal Mining Group Co., Ltd. and China Nonferrous Metal (Ningxia) Oriental Group Co., Ltd. [2][3] Group 2 - The shares will be issued at a price not lower than 80% of the average trading price over the previous 20 trading days [3][4] - The total amount raised from this issuance will not exceed RMB 1.2 billion, with funds allocated to three projects and working capital [5] - The maximum number of shares to be issued is capped at 151,490,478 shares [5] Group 3 - The company plans to use the raised funds for the construction of a digital hydrometallurgy factory, the renovation of a smelting production line, and the establishment of a high-end product production line [5] - The company will utilize self-raised funds for initial investments in these projects before the raised funds are available [5] Group 4 - After the issuance, if the shareholding of China Nonferrous Group and China Nonferrous Oriental Group increases by no more than 2%, the shares will be locked for 18 months; if the increase exceeds 2%, the lock-up period extends to 36 months [7][11][12] - The shares will be listed on the Shenzhen Stock Exchange [8] Group 5 - The Board authorized the management to handle all matters related to the issuance, including the establishment of a special account for the raised funds [14][15] - The company will hold a shareholders' meeting to discuss and vote on the issuance plan [16]

Group 1 - The company plans to issue shares to specific investors, raising a total of no more than 1.2 billion yuan, with the actual number of shares to be determined after approval from the China Securities Regulatory Commission [1][2][3] - The controlling shareholder, China Nonferrous Mining Group Co., Ltd., intends to subscribe for 480 million yuan of the shares, fully in cash [1][2] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [6][7] Group 2 - The issuance constitutes a related party transaction as both the controlling shareholder and the company have a direct relationship [3][4] - The financial data of China Nonferrous Mining Group as of December 31, 2024, shows total assets of approximately 12.55 billion yuan and net profit of approximately 575.78 million yuan [3] - The financial data of the controlling shareholder, China Nonferrous (Ningxia) Oriental Group Co., Ltd., indicates total assets of approximately 504.70 million yuan and net profit of approximately 25.72 million yuan as of December 31, 2024 [4] Group 3 - The purpose of the fundraising is to enhance the company's market position in the tantalum and niobium application field, increase market share, and improve competitiveness [6][7] - The transaction will not change the company's control and will not adversely affect the company or minority shareholders [7][8] - The final issuance price will be determined based on the subscription results and will adhere to the relevant regulations set by the China Securities Regulatory Commission [5][6]

Core Viewpoint - The company is issuing shares to specific investors, which will dilute immediate returns but has proposed measures to compensate for this dilution and ensure the protection of minority investors' interests [1][4]. Financial Impact - The total number of shares will increase from 50,496.83 million to 65,645.88 million after the issuance, with an estimated fundraising amount of 120,000 million [2][4]. - The basic earnings per share (EPS) are projected to decrease from 0.46 to 0.42 under a 10% net profit growth scenario, and further to 0.34 under a 0% growth scenario, and to 0.28 under a -10% growth scenario [3][4]. Necessity and Reasonableness of the Issuance - The fundraising aligns with industry development trends and the company's future plans, enhancing financial strength and profitability while optimizing capital structure [4][5]. Relationship of Fundraising Projects to Existing Business - The raised funds will be allocated to three construction projects and to supplement working capital, which are closely related to the company's main business and will enhance production scale and market share [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate project investment progress and improve the efficiency of fund usage to mitigate the dilution of immediate returns [7]. - A management plan for the raised funds has been established to ensure proper storage and usage, with ongoing supervision by the board [7]. - The company aims to enhance governance and cost management to improve operational efficiency and profitability [7][8]. Commitments from Major Stakeholders - The controlling shareholders and management have made commitments to ensure the effectiveness of measures to compensate for the dilution of immediate returns [9][10].