证券代码：600266 证券简称：城建发展 公告编号：2025-41 北京城建投资发展股份有限公司 第九届董事会第二十二次会议决议公告 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 "公司"）第九届董事会第二十二次会议在公司六楼会议室召开，会 议通知和材料已于 2025 年 8 月 12 日通过书面及电子通讯方式送达全 体董事。本次会议应参会董事 7 人，实际参会董事 7 人，董事长齐占 峰主持了会议，公司部分高级管理人员列席了会议。本次会议的召开 符合《公司法》等有关法律法规和《公司章程》规定。 二、董事会会议审议情况 联合参与土地竞买活动时，合作各方将以现金形式支付竞买保证 金和后续地价款。竞得土地后，合作各方共同申请设立具有独立法人 资格的项目公司，负责项目具体开发运作，项目公司由公司控股。项 目公司名称以市场监督管理部门最终核定为准，注册资本金按照地价 款 100%实缴（以土地实际成交价格为准），以合作各方实际投入资金 比例确定股权比例。各方股东根据实际需要向项目公司增资或减资时， 必须按照同 ...

中农发种业集团股份有限公司监事会 关于公司向特定对象发行 A 股股票的书面审核意见 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、《上市公司证券发行注册管理办 法》（以下简称"《注册管理办法》"）等有关法律、法规及规范性文件的规定 以及《中农发种业集团股份有限公司章程》（以下简称"《公司章程》"）的规 定，公司监事会在全面了解和审核本次向特定对象发行 A 股股票（以下简称"本 次发行"）的相关文件后，发表审核意见如下： 文件规定的关于上市公司向特定对象发行 A 股股票的资格和条件。 法》《注册管理办法》等有关法律法规及其他规范性文件及《公司章程》的相关规 定，符合公司和全体股东的利益，不存在损害公司及全体股东特别是中小股东利益 的情形。 件的规定以及公司的实际情况和发展需求，符合公司未来整体发展战略规划，本 次发行募集资金的投向具备必要性和可行性，符合公司及全体股东的利益。 法律、法规和《公司章程》的规定，所披露的信息真实、准确、完整，不存在任 何虚假记载、误导性陈述或重大遗漏。 综上，公司监事会认为，公司本次向特定对象发行 A 股股票有利于公司 ...

Meeting Overview - The second meeting of the second supervisory board of the company was held on August 14, 2025, with all three supervisors present [1]. Resolutions Passed Use of Raised Funds - The supervisory board approved the proposal to provide interest-free loans from raised funds to the wholly-owned subsidiary Shenzhen Kexing Pharmaceutical for project implementation, aligning with the fundraising plan and benefiting project execution [1]. Foreign Exchange Derivative Transactions - The board approved the proposal for the company and its subsidiaries to engage in foreign exchange derivative transactions, with a limit of 75 million RMB or equivalent foreign currency, to mitigate foreign exchange risk and enhance financial stability [2]. Related Party Transaction Agreement - The board approved the signing of a supplementary agreement for related party transactions, confirming compliance with regulations and ensuring no adverse effects on the company's financial status or shareholder interests [2]. Issuance of Technology Innovation Bonds - The board approved the proposal for the company to issue technology innovation bonds, affirming that it aligns with the overall interests of the company and shareholders [3].

Core Viewpoint - The company, Zhongnongfa Seed Industry Group Co., Ltd., has signed a conditional share subscription agreement with China Agricultural Development Group Co., Ltd. and its subsidiary, Huannong Asset Management Co., Ltd., for a total cash subscription amount of 406,961,078 yuan [1][2]. Summary by Sections Agreement Details - The subscription agreement involves a total subscription amount of 406,961,078 yuan, with China Agricultural Development Group and Huannong Asset as the subscribers [1][2]. - The agreement is classified as a related party transaction since both subscribers are affiliated with the company [2][4]. Related Party Information - China Agricultural Development Group is the actual controller of the company, while Huannong Asset is a wholly-owned subsidiary of China Agricultural Development Group [2][4]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [4]. Financial Information - The company plans to issue 79,175,306 A-shares, not exceeding 30% of the total share capital prior to the issuance [11]. - The issue price is set at 5.14 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [11][12]. Purpose and Impact of the Transaction - The transaction aims to convert state funding into direct investment in the company, helping to clarify and implement state capital rights [17]. - It is expected to increase the company's total assets and net assets, reduce the debt-to-asset ratio, lower financial costs, and enhance profitability [17]. Approval Process - The issuance requires approval from the company's shareholders' meeting, as well as review and registration by the Shanghai Stock Exchange and the China Securities Regulatory Commission [4][17]. - Independent directors have reviewed the transaction and found it compliant with relevant laws and regulations, ensuring fairness and no harm to shareholders' interests [16].

Group 1 - The company, Shandong Yanggu Huatai Chemical Co., Ltd., has submitted an application to the Shenzhen Stock Exchange for the review of its plan to issue shares and pay cash for asset acquisition, along with raising supporting funds [1][2] - The application was received by the Shenzhen Stock Exchange on May 29, 2025, and the company received an inquiry letter regarding the application on June 8, 2025 [1] - The company submitted a response report and other related documents to the Shenzhen Stock Exchange on June 28, 2025, updating the inquiry response [1] Group 2 - Due to necessary adjustments to the transaction plan, the Shenzhen Stock Exchange suspended the review process in accordance with the revised rules for major asset restructuring [2] - The company has completed the relevant work for adjusting the transaction plan and has submitted an application for the resumption of the review process to the Shenzhen Stock Exchange [2] - The company emphasizes that the transaction is subject to approval by the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission, indicating uncertainty regarding the approval timeline [2]

Core Viewpoint - The proposed financial service agreement between Harbin National Railway Technology Group Co., Ltd. and China Railway Finance Co., Ltd. aims to enhance financial management and improve capital utilization efficiency for the company [1][2]. Summary by Sections 1. Basic Information on Related Transactions - The company approved the signing of the financial service agreement with the financial company during board meetings held on August 13, 2025 [1]. 2. Introduction of Related Parties and Relationships - China Railway Finance Co., Ltd. is a subsidiary of China National Railway Group Co., Ltd., with a registered capital of 10 billion RMB and total assets of 1027.34 billion RMB as of June 30, 2025 [2][4]. 3. Main Content and Pricing Policy of Related Transactions - The financial services provided include deposit services, loan services, settlement services, and other approved financial activities. The agreement will be effective for three years and can be modified upon mutual consent [3][5]. 4. Purpose of Related Transactions and Impact on the Company - The agreement is expected to enhance the concentration and efficiency of fund usage, ensuring smooth financial operations. The pricing is deemed fair and will not harm the interests of the company or minority shareholders [5][7]. 5. Review Procedures for Related Transactions - The board and supervisory meetings on August 13, 2025, approved the agreement, with related directors abstaining from voting. Independent directors provided prior approval and expressed support for the transaction [6][7]. 6. Sponsor's Review Opinion - The sponsor confirmed that the transaction complies with legal regulations and the company's articles of association, and it will not adversely affect the company's independence or the interests of non-related shareholders [7][8].

证券代码：000809 证券简称：和展能源 公告编号：2025-033 审议通过《关于签订钢混塔筒销售合同暨关联交易的议案》 公司二级全资子公司辽宁昌和风电设备有限公司（以下简称"昌和风电"） 拟与采购方明阳智慧能源集团股份公司（以下简称"明阳智能"）签订《铁岭昌 图润荣 500MW项目 17 套钢-混凝土塔筒及附件采购合同》。合同标的物为 17 套 同总金额为 6,205 万元（含税）。 本次明阳智能采购的钢混塔筒将应用于昌图润荣新能源有限公司（以下简称 "昌图润荣"）的 500MW风电项目，昌图润荣为公司董事长王海波先生间接控制 的企业，为公司的关联方，本次交易构成关联交易。本议案关联董事王海波先生 进行了回避表决，同时公司董事刘建立先生、杨宇先生在过去 12 个月内分别为 昌图润荣的董事长和大股东，亦进行了回避表决。 本议案提交董事会审议前已于 2025 年 8 月 14 日经公司 2025 年第一次独立 董事专门会议审议通过，全体独立董事一致同意将该议案提交董事会审议。按照 《深圳证券交易所股票上市规则》的有关规定，本议案无需提交股东大会审议。 辽宁和展能源集团股份有限公司 本公司及董事会全体成员保证 ...

Core Viewpoint - Tianye Co., Ltd. is embroiled in a financial fraud scandal involving inflated revenues, manipulated costs, and misrepresented asset values, leading to significant financial restatements and potential delisting risks [1][2][3] Financial Performance - In 2024, Tianye's total profit was revised down from 34.08 million to 14.21 million, a decrease of approximately 58.3%, while net profit attributable to shareholders fell by 66.2% from 28.59 million to 9.65 million [2] - Revenue increased slightly by 7.3% compared to 2023, but net profit saw a dramatic decline of 71.5%, marking the lowest point since 2012 [2] - The company's revenue from core juice products accounted for 74.3% and 90.9% of total revenue in 2023 and 2024, respectively, but faced significant price pressures and declining margins [4][5] Client Dependency and Market Challenges - Major clients in the new-style tea beverage sector, such as Nayuki Tea and Tea Baidao, accounted for 82.9% of procurement, contributing significantly to revenue [2] - The competitive landscape has intensified, with major clients experiencing substantial losses, leading to reduced orders from Tianye [3][4] - The average price of mango juice dropped from 10,200 CNY/ton to 8,800 CNY/ton, while unit costs increased by 2%, resulting in a significant decline in gross margins [4][5] Governance and Investment Issues - Tianye established a private equity fund with Fangfu Venture Capital, but the fund's investment progress has raised concerns, with no direct project investments reported [6][7] - The fund's intended investment projects have been delayed, and there are questions regarding the legitimacy of certain transactions, including a questionable acquisition of shares in an unrelated biotech company [8][9] - Tianye has urged Fangfu to fulfill its capital contribution obligations by August 31, 2025, or risk exiting the fund [9]

Core Viewpoint - The company is renewing its financial service agreement with Midea Group Financial Company, which is expected to enhance its financing channels, improve capital efficiency, and reduce financing risks, benefiting the company and its shareholders [11][15][96]. Group 1: Financial Services Agreement - The financial service agreement allows the company to choose from a range of financial services provided by Midea Group Financial Company, including deposits, loans, and settlement services [9][10]. - The pricing for these services will adhere to fair and reasonable principles, not exceeding market prices or the standards set by the People's Bank of China [3][11]. - The agreement includes transaction limits, with a maximum daily deposit balance of RMB 45 million and a total credit limit of RMB 600 million for the company [4][11]. Group 2: Risk Management - The company has conducted a risk assessment of Midea Group Financial Company, finding no significant deficiencies in its risk management practices [10][99]. - A risk disposal plan has been established to ensure the safety and liquidity of the company's funds when engaging in financial transactions with Midea Group Financial Company [10][11]. Group 3: Independent Board and Supervisory Opinions - The independent board and supervisory committee have unanimously agreed that the continuation of the financial services agreement with Midea Group Financial Company aligns with the interests of the company and its shareholders [14][15][96][97]. - The independent board emphasized that the services provided will not harm the interests of the company or minority shareholders and will not affect the company's independence [14][15][96]. Group 4: Upcoming Shareholder Meeting - The company has scheduled its first extraordinary general meeting of 2025 for September 1, 2025, to discuss the renewal of the financial services agreement among other agenda items [17][86]. - The meeting will allow shareholders to vote on the proposed resolutions, including the financial services agreement, which requires a special resolution for approval [22][86].

Core Viewpoint - The company is progressing with a share issuance to acquire a majority stake in Rongsheng Mengguli New Energy Technology Co., Ltd. and is also raising matching funds through a private placement of shares [2][3][4]. Group 1: Transaction Overview - The company plans to acquire 68.39% of the target company from Rongsheng Holdings and smaller stakes from other investors, totaling a significant portion of the target's registered capital [3]. - The transaction is classified as a related party transaction and does not constitute a major asset restructuring or a reverse listing [4]. Group 2: Historical Disclosure - The company suspended its stock trading on May 26, 2023, due to the uncertainty surrounding the transaction and subsequently disclosed the progress of the transaction on various dates [5][6]. - The company received an inquiry letter from the Shenzhen Stock Exchange on June 9, 2023, and responded to the inquiries as required [7]. Group 3: Progress Updates - As of the announcement date, the company has not identified any factors that would lead to the withdrawal or significant alteration of the transaction plan [9]. - The company will continue to disclose updates on the transaction every thirty days until the shareholder meeting notice is issued [10].