金浦钛业股份有限公司董事会关于本次交易 是否构成关联交易、重大资产重组及重组上市的说明 金浦钛业股份有限公司（以下简称"公司"）拟通过重大资产置换、发行 股份及支付现金的方式购买南京金浦东裕投资有限公司、南京恒誉泰和投资合 伙企业（有限合伙）持有的南京利德东方橡塑科技有限公司 100%股权并同时募 集配套资金（以下简称"本次交易"）。 一、本次交易构成关联交易 本次交易中，交易对方之一南京金浦东裕投资有限公司为上市公司实际控 制人郭金东先生之女郭彦彤女士实际控制的企业。根据《深圳证券交易所股票 上市规则》等相关规定，本次交易构成关联交易。 二、本次交易预计构成重大资产重组 本次交易前后，上市公司的控股股东均为金浦投资控股集团有限公司，实 际控制人均为郭金东先生，本次交易不会导致上市公司控制权变更。本次交易 前三十六个月内，上市公司的实际控制人未发生变更。因此，本次交易不构成 《上市公司重大资产重组管理办法》第十三条规定的重组上市情形。 特此说明。 金浦钛业股份有限公司 董事会 二○二五年七月十四日 本次交易的审计、评估工作尚未完成，标的资产估值及定价尚未确定。根 据上市公司及标的资产未经审计的财务数据初步判断 ...

Group 1 - The company plans to acquire 99% equity of Anhui Yigao Optoelectronics Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The board of directors has determined that the transaction is expected to constitute a related party transaction, but it is not anticipated to meet the criteria for a major asset restructuring or a restructuring listing as per the relevant regulations [1][2] - Prior to the transaction, there is no existing relationship between the transaction counterparties and the company, although post-transaction, certain parties may hold more than 5% of the company's total shares, potentially classifying them as related parties [1] Group 2 - The transaction is not expected to result in a change of control of the company, as the actual controller remains the same before and after the transaction [2] - The actual controller has not changed in the past 36 months, indicating stability in the company's governance [2] - The audit and evaluation work for the transaction is still ongoing, and preliminary assessments suggest that the transaction will not meet the standards for a major asset restructuring [1][2]

Group 1: Investment Trends in Embodied Intelligence - The investment frenzy in the embodied intelligence sector has reached a boiling point, with four companies announcing new funding rounds totaling nearly 2.6 billion RMB, with individual amounts exceeding 1 billion RMB [1] - In the first five months of 2025, there were 114 investment events in China's embodied intelligence sector, with total financing exceeding 23 billion RMB, surpassing the total for the entire previous year [1] Group 2: Strategic Acquisition by Zhiyuan Robotics - Zhiyuan Robotics announced a strategic acquisition of over 63% controlling stake in Upwind New Materials for approximately 2.1 billion RMB, causing a significant market reaction [2][4] - The acquisition was structured in two steps: an agreement to acquire 29.99% of shares and a partial tender offer to increase ownership to 66.99% [5][6] Group 3: Implications of the Acquisition - The acquisition allows Zhiyuan Robotics to bypass traditional IPO routes, simplifying the approval process and providing a direct channel to public capital markets [6][15] - This move offers early investors an exit strategy, enhancing their confidence in Zhiyuan's future prospects [16] - The acquisition paves the way for future industry integration and operational flexibility, allowing Zhiyuan to leverage its position for further growth [17] Group 4: Company Background and Leadership - Zhiyuan Robotics is led by co-founder and CTO Peng Zhihui, known for his innovative projects, while Deng Taihua, a former Huawei executive, plays a crucial role in the company's strategic direction [8][12] - The company has rapidly developed a range of robotic products and platforms, showcasing its ambition to become a foundational technology provider in the robotics sector [12][14] Group 5: Market Dynamics and Future Outlook - The robotics industry is transitioning from a focus on physical capabilities to the integration of advanced AI models, with Zhiyuan's GO-1 model positioned as a key player in this shift [14] - The current market demands practical applications of robotics in real-world environments, making Zhiyuan's acquisition a strategic move to accelerate its maturity and commercial viability [14][19]

湖南华升股份有限公司董事会 关于本次交易是否构成重大资产重组、关联 交易及重组上市的说明 营业收 入 注：1、公司 2024 年度相关数据已经审计，标的公司 2024 年度相关数据未 经审计；2、净资产额为归属于母公司所有者净资产。 待标的公司的审计、评估工作完成后，公司将根据标的公司经审 计后的数据以及本次交易的最终定价情况，按《上市公司重大资产重 组管理办法》规定计算，并在重组报告书（草案）中予以披露，预计 不会改变本次交易构成重大资产重组的实质。 湖南华升股份有限公司（以下简称"公司"）拟通过发行股份及支 付现金的方式向白本通、张利民等 28 名交易对方（以下简称"交易对 方"）购买深圳易信科技股份有限公司（以下简称"交易标的"或"标的 公司"）100%股份，并向公司控股股东湖南兴湘投资控股集团有限公 司（以下简称"兴湘集团" ）发行股份募集配套资金（以下简称"本次 重组"或"本次交易"） 一、本次交易构成重大资产重组 根据《上市公司重大资产重组管理办法》第十二条及第十四条的 规定，本次交易预计构成重大资产重组，具体情况如下： 单位：万元 计算指标（财务 | 财务指 | | 标的公 | | | | | ...

Group 1 - The company plans to sell 100% equity of Sichuan Development Maglev Technology Co., Ltd. and related assets to Sichuan Shudao Rail Transit Group Co., Ltd., and 100% equity of Chengdu Xinzhu Transportation Technology Co., Ltd. to Sichuan Road and Bridge Construction Group Co., Ltd. [1] - The company intends to issue shares and pay cash to acquire 60% equity of Sichuan Shudao Clean Energy Group Co., Ltd. from Shudao Investment Group Co., Ltd. [1] - This transaction is expected to constitute a major asset restructuring as it meets the standards set by the "Restructuring Management Measures" [1] Group 2 - The transaction is classified as a related party transaction since the counterparties are controlled by the company's controlling shareholder, Shudao Group [2] - The change in controlling shareholder is due to the free transfer of state-owned equity, which does not constitute a change in control according to relevant regulations [2] - Therefore, this transaction does not qualify as a restructuring listing under the "Restructuring Management Measures" [2]

Core Viewpoint - The article discusses the commercialization efforts of Hello (哈啰), highlighting its various advertising initiatives and the implications of its recent corporate restructuring and market positioning. Group 1: Commercialization Efforts - Hello is actively pursuing commercialization through various advertising channels, including app ads, offline vehicle ads, and voice lock ads [1][9] - The advertising initiatives include detailed offerings such as bike and e-bike ads, as well as non-standard collaborations like themed events and custom challenges [11] - The company has partnered with luxury brands like LOEWE and Nike for limited edition vehicle advertising in Shanghai, indicating a push towards high-profile collaborations [12][14] Group 2: Corporate Restructuring and Control - Yang Lei has successfully become the actual controller of the A-share company Yong'anxing (永安行) through a series of operations [2][3] - Yong'anxing plans to issue up to 71.82 million shares to its controlling shareholder, Shanghai Hamao Business Consulting Co., which will increase Yang Lei's and Shanghai Hamao's shareholding from 19.57% to 38.06% [4][5] - There is speculation about the potential injection of Hello into the listed company, but the company has stated that there are no current plans for a restructuring or listing of Hello within the next 12 months [6][7] Group 3: Market Position and Competition - Hello has emerged as one of the three major players in the shared bicycle market, alongside Didi Qingju and Meituan, following a series of industry consolidations [17] - The company has raised its pricing structure, with the starting price for bike rentals in Beijing set at 1.5 yuan for 15 minutes on weekdays and 1.8 yuan on weekends, differentiating itself from competitors [20][21] - Despite the competitive landscape, Hello's user choice rate stands at 57.32%, indicating a strong market presence, although it trails behind Meituan's 64.52% [24]

Core Viewpoint - Yang Lei has successfully become the actual controller of the A-share company Yong'anxing (603776.SH) through a series of operations, with a focus on increasing control via a targeted issuance of shares [1][2]. Group 1: Acquisition and Control - Yong'anxing plans to issue up to 71.82 million shares to its controlling shareholder, Shanghai Hamao Business Consulting Co., which will increase Yang Lei and Shanghai Hamao's shareholding from 19.57% to 38.06% [2]. - The market is more concerned about how Yang Lei will manage the future of the travel platform Hello, following his new role as the actual controller of Yong'anxing [2]. Group 2: Commercialization of Hello - There is a growing expectation that Hello will be injected into the listed company, although Yong'anxing has stated that there are no plans for a restructuring or listing of Hello in the next 12 months [3]. - Hello is actively pursuing various commercialization strategies, including app advertisements and offline vehicle advertisements [3][4]. Group 3: Regulatory Risks - Hello's offline vehicle advertisements, particularly on shared bicycles, face potential regulatory risks as Shanghai regulations prohibit commercial advertisements on shared bicycles [5][8]. - Despite these risks, Hello has engaged in partnerships with luxury brands like LOEWE and Nike for limited edition vehicles, indicating a push for brand collaborations [6][10]. Group 4: Market Position and Competition - Hello has positioned itself as one of the three major players in the shared bicycle market, alongside Didi Qingju and Meituan, following a series of industry consolidations [13][18]. - In 2023, Hello's pricing strategy has diverged from competitors, with a starting price of 1.5 yuan for 15 minutes on weekdays, while competitors maintain a lower price structure [14][15]. Group 5: Financial Performance and IPO Challenges - Hello has faced significant financial challenges, with net losses of 2.208 billion yuan, 1.505 billion yuan, and 1.134 billion yuan from 2018 to 2020, primarily due to high depreciation costs associated with shared bicycles [17]. - The company had previously planned to go public in the U.S. but ultimately terminated its IPO plans due to financial difficulties and regulatory pressures [17][18].

Core Viewpoint - The company successfully held its second extraordinary general meeting of shareholders in 2025, where all major resolutions related to significant asset restructuring were approved, laying a solid foundation for future development [1][3]. Group 1: Meeting Details - The extraordinary general meeting took place on June 6, 2025, at 14:00, with a total of 1,743 shareholders present, representing 307,194,117 shares, which is 26.15% of the total voting shares [1]. - The meeting was convened by the board of directors and chaired by Chairman Ye Zhong, complying with relevant laws and company regulations [1]. Group 2: Resolutions Passed - Key resolutions included the approval of the significant asset restructuring proposal, with 100% support from domestic shareholders and 84.56% from B-share shareholders [2]. - The share exchange merger plan, consisting of 16 sub-proposals, received unanimous support from domestic shareholders and over 80% approval from B-share shareholders [2]. - Resolutions regarding related transactions and restructuring listings were also approved, including the signing of a conditional merger agreement with Hangzhou Hailianxun Technology Co., Ltd [2]. - Other important resolutions concerning the independence of valuation institutions and the authorization of the board of directors to manage transaction-related matters were successfully passed [2]. Group 3: Legal Compliance - Zhejiang Tiance Law Firm provided a legal opinion confirming that the meeting's procedures, qualifications of attendees, and voting results complied with relevant laws and company regulations, validating the legitimacy of the resolutions [3]. - The successful conduct of the meeting and the approval of all resolutions signify a significant step for the company in asset restructuring and business expansion, ensuring strong support for future development [3].

Core Viewpoint - The transaction by Shanghai Aopumai Biotechnology Co., Ltd. to acquire 100% equity of Pengli Bio-pharmaceutical Technology (Shanghai) Co., Ltd. through a combination of share issuance and cash payment does not constitute a major asset restructuring as per the relevant regulations [1][2][4]. Group 1: Transaction Details - The transaction involves the acquisition of 100% equity of Pengli Bio-pharmaceutical by issuing shares and cash to multiple investors [1][2]. - The company plans to raise supporting funds by issuing shares to no more than 35 specific investors [2]. Group 2: Regulatory Compliance - The independent financial advisor, Guotai Junan Securities Co., Ltd., conducted a review and confirmed that the transaction does not lead to a change in control of the company [4]. - The current controlling shareholder is Mr. Xiao Zhihua, and the actual controllers are Mr. Xiao and Mrs. He Yunfen, indicating stability in control post-transaction [4].

Core Viewpoint - Anhui Fuhuang Steel Structure Co., Ltd. plans to acquire 100% equity of Hefei Zhongke Junda Vision Technology Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction price of 1.14 billion yuan [3][18]. Group 1: Transaction Overview - The transaction involves purchasing 100% equity of Zhongke Vision from 17 counterparties, including Fuhuang Construction, Meng Jun, and Lü Panlang [3][5]. - The total transaction price is set at 1.14 billion yuan, with the cash component being 342 million yuan and the remaining 798 million yuan paid in shares [7][31]. - The company plans to raise up to 400 million yuan through issuing shares to no more than 35 specific investors, which will not exceed 30% of the total share capital before the transaction [3][15]. Group 2: Regulatory Compliance - The Supervisory Board has confirmed that the transaction complies with relevant laws and regulations, including the Company Law and Securities Law [2][22]. - The transaction is classified as a related party transaction, with the related supervisor Zhang Yanhong abstaining from voting [4][18]. - The proposal will be submitted for approval at the company's shareholders' meeting [5][20]. Group 3: Valuation and Pricing - The valuation date for the target asset is December 31, 2024, and the transaction price is based on the assessment results from a qualified asset appraisal agency [3][30]. - The share issuance price is set at 4.30 yuan per share, which is not lower than 80% of the average trading price over the previous 120 trading days [5][30]. - The assessment of Zhongke Vision's equity was conducted using both market and income approaches, with the income approach being selected for the final valuation [29][30]. Group 4: Fund Utilization - The raised funds will be used for cash payments related to the transaction, intermediary fees, and associated taxes [16][30]. - The company may opt to use self-raised funds for cash payments before the raised funds are available, with plans to replace them once the funds are secured [3][16]. Group 5: Shareholder Rights and Lock-up Period - Shares obtained through this transaction will be subject to a lock-up period, with specific terms varying by counterparty [10][11]. - The lock-up period for shares acquired by Fuhuang Construction and Meng Jun will last for 36 months, while other counterparties may have a 12 to 36-month lock-up depending on their investment duration [10][11]. Group 6: Financial Performance and Reporting - The transaction is not classified as a major asset restructuring, as the transaction amount does not exceed 50% of the company's relevant financial metrics [18][19]. - The company has conducted a self-examination of stock price fluctuations prior to the announcement, noting a cumulative increase of 31.06% over the last 20 trading days [26][30].