Core Viewpoint - The company plans to acquire 100% of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2] Group 1: Transaction Details - The transaction involves 38 counterparties, including Ling Jun and Deng Hongxin, who hold the shares of Xincheng Hangrui [1] - The company has conducted a thorough analysis to ensure compliance with the regulatory requirements outlined in the "Guidelines for the Supervision of Listed Companies on Major Asset Restructuring" [1][2] - The company will hold 100% of Xincheng Hangrui after the transaction, making it a wholly-owned subsidiary [1] Group 2: Regulatory Compliance - The board has confirmed that the transaction meets the regulatory requirements, specifically the fourth article of the relevant guidelines [2] - The company has disclosed all necessary approval procedures in the asset acquisition plan and highlighted potential risks related to obtaining approvals [1][2] - The transaction is expected to enhance the company's main business focus and improve its risk resistance capabilities [2]

及其摘要和本次交易需要提交的其他有关文件。 邵阳维克液压股份有限公司董事会 关于本次重组履行法定程序的完备性、合规性及 提交法律文件的有效性的说明 邵阳维克液压股份有限公司（以下简称"公司"）拟通过发行股份及支付 现金方式购买凌俊、邓红新等38名交易对方持有的重庆新承航锐科技股份有限 公司（以下简称"新承航锐"）100%股份并募集配套资金（以下简称"本次重 组"）。本次重组完成后，新承航锐将成为公司的全资子公司。 根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券交易所 创业板股票上市规则》《上市公司重大资产重组管理办法》《上市公司监管指引第 信息披露内容与格式准则第 26 号——上市公司重大资产重组》等法律法规和规 范性文件的规定，公司董事会就本次交易履行法定程序的完备性、合规性及提交 法律文件的有效性进行如下说明： 一、关于本次交易履行法定程序完备性、合规性的说明 采取了必要且充分的保密措施，并严格限定本次交易相关敏感信息的知悉范围。 制作《内幕信息知情人登记表》及《重大事项进程备忘录》，经相关人员签字确 认后向深圳证券交易所进行了报送。 月 23 日开市起停牌，预计停牌时间不超过 10 个交 ...

Core Points - The company plans to acquire 100% of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of issuing shares and cash payments, involving 38 counterparties [1] - Strict confidentiality measures have been implemented to prevent sensitive information leakage that could affect stock price volatility [1][2] - The company has adhered to legal obligations regarding insider information disclosure and has not engaged in insider trading activities [2] Confidentiality Measures - Participation in project discussions is limited to a small group of core personnel to control the knowledge of sensitive information [1] - The company has established a registration management system to strictly control the range of insider information knowledge and maintain records of individuals involved in the planning and consultation stages [1] - Necessary measures have been taken to prevent the leakage of confidential information, ensuring compliance with confidentiality obligations [2]

Group 1 - The company plans to issue shares and pay cash to acquire 100% of the target company, Xincheng Hangrui, from 38 parties including Ling Jun and Deng Hongxin, while also raising matching funds from no more than 35 specific investors [8][14][15] - The target company specializes in the research, production, and sales of metal forging and casting products, which are widely used in various industries such as energy, aerospace, and marine [14][15] - The transaction is expected to enhance the company's product offerings in high-end manufacturing and core components, aligning with its strategic development goals [14][15] Group 2 - The company has committed to ensuring the accuracy and completeness of the information provided regarding the transaction, and any misleading statements or omissions will result in legal liability [2][4][5] - The transaction is subject to approval from the board of directors, shareholders, and relevant regulatory authorities, and cannot be executed until these approvals are obtained [17] - The company will disclose the final transaction price and related financial data in the restructuring report after the completion of the audit and evaluation processes [8][14][17] Group 3 - The transaction is anticipated to create synergies in production processes, product technology, and customer resources between the company and the target company [15][16] - The company aims to leverage the target company's expertise in high-strength forging products to enhance its offerings in defense and marine sectors [15][16] - The transaction will not change the actual controller of the company, and the specific impact on the company's equity structure will be assessed after the completion of the audit and evaluation [16][17]

Core Viewpoint - The company plans to acquire 100% equity of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds, in compliance with relevant regulations [1][2]. Group 1: Compliance with Regulations - The transaction aligns with national industrial policies and legal regulations regarding environmental protection, land management, antitrust, foreign investment, and external investment [1]. - Post-transaction, the company will continue to meet stock listing conditions, ensuring no adverse impact on its listing status [1]. - The asset pricing will be based on a fair evaluation report from a qualified asset appraisal institution, ensuring no harm to the company's and shareholders' legal rights [1]. - The ownership of the target assets is clear, and there are no legal obstacles to the transfer of assets upon meeting relevant legal procedures [1]. - The transaction is expected to enhance the company's operational capabilities and will not result in a situation where the main assets are cash or lack specific business operations [1]. - The transaction will maintain the independence of the company from its actual controllers and related parties, in accordance with the regulations of the China Securities Regulatory Commission [1]. - The company has established a sound corporate governance structure in compliance with relevant laws and regulations, which will be maintained post-transaction [1]. Group 2: Financial and Legal Compliance - The company's financial reports for the past year have received an unqualified audit opinion from registered accountants [2]. - There are no ongoing criminal investigations or regulatory inquiries against the company or its current directors and senior management [2]. - The transaction meets other conditions set by the China Securities Regulatory Commission [2]. Group 3: Asset Quality and Business Synergy - The transaction is expected to improve the quality of the company's assets and enhance its operational capabilities without causing significant adverse changes to its financial condition [2][3]. - The assets being acquired are clear ownership operational assets, and the transfer procedures can be completed within the agreed timeframe [2][3]. - There is a certain level of business synergy between the company and the target company, which will foster a complementary relationship and effective integration of business and technology [2].

Core Viewpoint - The company is in the process of issuing shares and paying cash to acquire 100% of Hangzhou Lipo Technology Co., Ltd. and is also raising supporting funds, with the transaction subject to various approvals and conditions [1][2][3]. Transaction Overview - The transaction consists of two parts: issuing shares and paying cash for asset acquisition, and raising supporting funds. The successful implementation of both is interdependent, meaning if one fails, the other will not proceed [2][5]. - The valuation and pricing of the transaction have not yet been determined, and it is expected to constitute a major asset restructuring as per relevant regulations [2][4]. - The funding subscribers for the supporting funds are companies controlled by the actual controller of the company, indicating that this transaction is a related party transaction [2][4]. Progress of the Transaction - The company's stock was suspended from trading starting February 24, 2025, with an expected suspension period of no more than 10 trading days [3]. - The company has been actively disclosing updates regarding the transaction, with several announcements made on April 8, May 8, and June 7, 2025, indicating that due diligence, auditing, and evaluation processes are ongoing [4][5]. - The company will continue to fulfill its information disclosure obligations in accordance with legal requirements as the transaction progresses [4][5].

Group 1 - The company plans to acquire a 94.366% stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. from 11 counterparties through a combination of issuing shares and cash payments [1] - The company intends to raise supporting funds by issuing shares to no more than 35 qualified investors [1] - This transaction is expected to constitute a related party transaction and a major asset restructuring, but it will not qualify as a restructuring listing [1] Group 2 - The company's stock has been suspended since May 22, 2025, with the suspension expected to last no more than 10 trading days [2] - The company has actively advanced the transaction since the disclosure of the preliminary plan, with audits, evaluations, and due diligence already underway [2] - A formal plan will be reviewed by the board of directors once the relevant work is completed, followed by the disclosure of a restructuring report [2]

Core Viewpoint - Despite the overall pressure on the real estate market, high-quality projects continue to attract market attention, with notable sales performance from Sunac China Holdings Limited, indicating a steady return to operational normalcy [2] Sales Performance - In the first half of the year, Sunac China reported sales of 23.55 billion yuan, with June alone achieving over 7.5 billion yuan in sales and an average contract sales price of approximately 58,530 yuan per square meter [2] - The Shanghai "One Number" project has been a standout, achieving sales of 6.6 billion yuan in January and over 17 billion yuan in total sales for the first half of the year, ranking first in new home sales nationwide [3] Product Recognition - The "One Number" projects in Shanghai and Beijing have demonstrated strong market demand, with the Beijing project seeing 25 units sold within two weeks of showcasing its model units [3] - Sunac China's top-tier products, such as "One Number" and "Peach Blossom Source," are developed with direct involvement in design and quality control, ensuring high standards [3] Debt Restructuring - Sunac China is making significant progress in its debt restructuring efforts, with plans to issue 754 million shares to facilitate the repayment of approximately 5.6 billion yuan in domestic bonds [4] - The company has received sufficient support for its offshore debt restructuring, which is expected to resolve group-level debt issues [5] Market Confidence and Future Projects - The company is set to launch additional high-quality projects in the second half of the year, including the final high-rise products at the Shanghai "One Number" and other projects in Tianjin, Wuhan, and other cities, which will further validate its product competitiveness [5] - As of the end of 2024, Sunac China will have approximately 130 million square meters of land reserves, with about 70% located in core first- and second-tier cities, showcasing strong asset value and risk resilience [5]

Key Points - China Shipbuilding Industry Co., Ltd. has received approval for the absorption and merger of China Shipbuilding Industry Group, with a transaction amount of 115.15 billion yuan and total assets exceeding 400 billion yuan, creating the world's largest and most comprehensive listed shipbuilding giant [2] - In Q1, China Shipbuilding achieved total operating revenue of 15.858 billion yuan, a year-on-year increase of 3.85%, and a net profit attributable to shareholders of 1.127 billion yuan, up 180.99% [2] - China Shipbuilding's merger is part of a broader trend of strategic restructuring and professional integration among state-owned enterprises [2] Company Performance - Sankeshu expects a net profit of 380 million to 460 million yuan for the first half of 2025, representing a year-on-year increase of 80.94% to 119.04% due to product structure optimization and effective cost control [3] - Chipon Technology anticipates a net profit increase of 144.46% to 199.37% for the first half of 2025, with revenue projected between 228 million and 278 million yuan, driven by sufficient orders [27] - Zhuhai Group expects a net profit of 560 million to 650 million yuan for the first half of 2025, an increase of 50.97% to 75.23% year-on-year, attributed to rising precious metal prices and improved zinc smelting processing fees [30] IPO and Financing - Shunde Bank has withdrawn its IPO application, initially seeking to raise 9 billion yuan [5] - Aishux has received approval for a non-public offering of shares to raise 6 billion yuan [7] - Huide Technology plans to raise no more than 580 million yuan through a private placement for a new polyurethane materials project [8]

Mergers and Acquisitions - Aladdin announced its participation in the auction for 81.96% equity of Kasma Holdings, with a transfer base price of 202 million yuan, aiming to expand sales channels and integrate downstream resources [1] - *ST Baoshi received approval from the Ningxia State-owned Assets Supervision and Administration Commission for the acquisition of 100% equity of Ningxia Electric Power Investment New Energy Co., Ltd. through major asset replacement and cash payment [2] - Guotou Zhonglu disclosed a transaction plan to acquire 100% shares of China Electronic Engineering Design Institute through share issuance, with the specific transaction price yet to be determined [3] Shareholding Changes - MaiPu Medical announced that shareholder Tang Ying plans to reduce holdings by no more than 1% of the company's shares, totaling up to 665,100 shares [4] - Yue Wannianqing disclosed that a 10% shareholder, Hehe Investment, plans to reduce holdings by no more than 6% of the company's shares, totaling up to 4.8 million shares [5] - *ST Huawang announced that shareholder Wu Qun plans to reduce holdings by no more than 1.76% of the company's shares, totaling up to 15,414,300 shares [6] Regulatory Issues - Liuhua Co. received an administrative regulatory decision from the Guangxi Securities Regulatory Bureau due to issues related to accounting irregularities and failure to fulfill obligations regarding the integrity of appointed directors and supervisors [7] - *ST Huike was investigated by the China Securities Regulatory Commission for suspected violations of information disclosure laws [8][9] - Tuisijingang announced that two vice presidents were arrested for violating important information disclosure laws, but stated that this would not impact the company's normal operations [10]