Core Viewpoint - The company plans to engage in financing leasing and factoring business through its wholly-owned subsidiary to support the upgrade of the Manjing Phase IV project, aiming to reduce financing costs and optimize capital allocation [1][2]. Summary by Sections Transaction Overview - The subsidiary, Zhangbei Operation Company, intends to conduct a total financing of RMB 90 million, comprising RMB 68 million for financing leasing and RMB 22 million for factoring [1][2]. - The financing leasing will have a term of 5 years, while the factoring will last for 2 years [1][3]. Board Approval - The transaction has been approved by the company's board of directors, with no need for shareholder meeting approval due to the transaction amount [2][4]. Related Party Information - The leasing and factoring companies are wholly-owned subsidiaries of the company's controlling shareholder, and thus constitute related party transactions [4][6]. - The leasing company has total assets of approximately RMB 129.53 million and a net profit of RMB 657.52 million as of June 30, 2025 [4][6]. Transaction Details - The leasing involves the use of wind turbines and related equipment from the Manjing Phase III project as the leased asset, with a net asset value of RMB 73.96 million [7]. - The factoring involves the transfer of receivable subsidy electricity fees, which are free from any encumbrances or disputes [7]. Pricing Policy - The interest rates and fees provided by the related parties will not exceed those offered by other financial institutions for similar services, ensuring fair pricing [7][9]. Impact on the Company - The transaction is expected to facilitate the upgrade of the Manjing Phase IV project, optimize the company's capital structure, and enhance capital efficiency, aligning with the company's operational needs [7][9].

Group 1 - The board of directors of Shanghai Changlian International Logistics Co., Ltd. held its 12th meeting of the 4th session on August 27, 2025, with all 11 directors present, ensuring compliance with legal and procedural requirements [1][2] - The board unanimously approved the establishment of Shanghai Changlian Baifu Pharmaceutical Co., Ltd. in partnership with Shanghai Waigaoqiao Biopharmaceutical Industry Development Co., Ltd., with the company holding a 60% stake [2]

Group 1 - The independent directors of the company held a special meeting to discuss the related party transactions proposed for approval at the second meeting of the sixth board [1] - The risk assessment report for China Energy Finance Co., Ltd. was reviewed and deemed compliant with national regulations, reflecting the company's operational qualifications and risk status [1] - The financing lease and factoring business conducted by the company's wholly-owned subsidiary with related parties is expected to alleviate financial pressure, reduce financing costs, and optimize fund allocation, with fair pricing compared to other financial institutions [1]

Core Viewpoint - The company, Mudanjiang Hengfeng Paper Co., Ltd., is planning to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. through a share issuance, with a transaction price of 268.0562 million yuan, aiming to enhance its market position and operational efficiency in the paper industry [11][17]. Group 1: Transaction Overview - The transaction involves issuing shares to acquire 100% equity of Jinfeng Paper, which specializes in high-grade cigarette paper and related products [11][17]. - The transaction price is set at 26,805.62 million yuan, reflecting the strategic intent to consolidate operations within the industry [11][12]. - The acquisition is expected to strengthen the company's production capacity and market reach, particularly in the southwestern region of China [17][19]. Group 2: Financial Impact - Post-transaction, the company's total assets are projected to increase from 347,261.82 million yuan to 391,872.96 million yuan, representing a 12.85% growth [18]. - The company's liabilities are expected to rise from 82,291.47 million yuan to 100,926.75 million yuan, indicating a 22.65% increase [18]. - The net profit attributable to shareholders is anticipated to decline from 11,581.97 million yuan to 9,205.61 million yuan, primarily due to increased depreciation and amortization from asset revaluation [19]. Group 3: Strategic Rationale - The acquisition is aimed at achieving operational synergies, enhancing technical capabilities, and improving customer service levels [17][19]. - The transaction will allow the company to leverage Jinfeng Paper's resources and market position, thereby optimizing its product structure and regional distribution [17][19]. - The integration is expected to bolster the company's competitive edge and resilience against operational risks in the paper industry [17][19].

Group 1: Transaction Purpose and Integration Management - The transaction aims to enhance the operational efficiency of the listed company by acquiring Sichuan Jinfeng Paper Co., Ltd., which will become a wholly-owned subsidiary, allowing for better resource allocation and maximization of operational benefits [2][12] - The listed company plans to integrate business, assets, finance, personnel, and institutions with the target company post-acquisition to improve overall performance [2][12] - The acquisition is expected to help the listed company align with international tobacco development trends and increase its market share in international business [2][12] Group 2: Financial Impact and Profitability - The acquisition will lead to a decrease in the listed company's net profit and earnings per share due to significant depreciation and amortization of the target company's long-term assets [2][12] - The projected net profit for the listed company is expected to decline from 136.16 million yuan to 92.06 million yuan post-transaction, with earnings per share dropping from 0.46 yuan to 0.28 yuan [11][12] - The long-term asset appreciation and subsequent depreciation will impact the listed company's financial performance, but the effects are expected to diminish by 2026 as the target company improves its profitability [12][23] Group 3: Market Position and Competitive Advantage - The target company holds a special production license for cigarette paper, which is crucial for the listed company's product offerings and market positioning [2][12] - The acquisition will allow the listed company to enhance its production capacity and address existing capacity constraints, with a current utilization rate of 95.12% [15][16] - The geographical advantage of the target company, located in Chengdu, will reduce operational costs and improve logistics efficiency for the listed company, particularly for international markets [16][12] Group 4: Corporate Governance and Investor Protection - The listed company has established a robust corporate governance structure and will continue to enhance it post-acquisition to protect investor interests [19][20] - Measures will be implemented to ensure fair pricing and transparency in the transaction, including hiring independent financial and legal advisors [17][20] - The company has committed to strict information disclosure obligations and will provide updates on the transaction's progress to safeguard investor rights [17][20]

第六届董事会十六次会议决议公告 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。 江西海源复合材料科技股份有限公司（以下简称"公司"）第六届董事会第 十六次会议通知于 2025 年 8 月 19 日以电子邮件、电话通知等方式发出，会议于 应到董事 7 人，实到董事 7 人，其中董事张忠先生、刘卫东先生、刘勇先生、张 学记先生以通讯方式出席会议，公司监事及高级管理人员列席了会议，符合《公 司法》和《公司章程》的有关规定。经与会董事认真审议，本次会议以记名投票 表决方式表决通过了如下决议： 证券代码：002529 证券简称：*ST 海源 公告编号：2025-052 江西海源复合材料科技股份有限公司 《中国证券 报》、《证券日报》、《上海证券报》和巨潮资讯网（www.cninfo.com.cn）。 一、审议通过《关于<2025 年半年度报告全文及摘要>的议案》。 公司《2025 年半年度报告》全文及摘要根据相关法律、法规及《公司章程》 等内部规章制度的规定编制和审议，内容与格式符合相关规定，公允地反映了公 司 2025 年半年度的财务状况和经营成果等事项。 表决结果： ...

Core Viewpoint - The report outlines the independent financial advisory opinion regarding Mudanjiang Hengfeng Paper Co., Ltd.'s issuance of shares to acquire assets and related transactions, emphasizing the legality, compliance, and fairness of the transaction for all shareholders [1][2][3]. Summary by Sections Independent Financial Advisor Declaration - The independent financial advisor, Zhongyin International Securities Co., Ltd., confirms no conflict of interest with the transaction parties and asserts the independence of its opinions [1][2]. - The advisor has conducted due diligence and is responsible for the accuracy and completeness of the report [2][3]. Transaction Overview - The transaction involves the issuance of shares to acquire 100% equity of Sichuan Jinfeng Paper Co., Ltd. for a total price of 268.0562 million yuan [8][10]. - Jinfeng Paper specializes in high-grade cigarette paper and related products, aligning with Hengfeng Paper's core business [12][13]. Financial Impact - The transaction is expected to enhance Hengfeng Paper's production capacity and market presence, particularly in the southwestern region of China, which is crucial for tobacco production [16][17]. - Post-transaction, the total assets of Hengfeng Paper are projected to increase by 12.85%, and total liabilities by 22.65%, indicating a significant impact on the company's financial structure [14][15]. Shareholding Structure - After the transaction, the shareholding structure will change, with Jinfeng Paper and its controlling party holding 9.81% of Hengfeng Paper's shares, while Hengfeng Group's shareholding will decrease from 29.93% to 27.00% [13][17]. Compliance and Approval - The transaction requires approval from relevant regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission, before implementation [11][12]. - The company has adhered to all necessary disclosure obligations and has engaged qualified intermediaries to ensure fairness in the transaction [19][20]. Investor Protection Measures - Hengfeng Paper will implement measures to protect the rights of minority shareholders, including strict adherence to information disclosure requirements and the establishment of a robust governance structure [19][21]. - The company plans to enhance its profit distribution policy to ensure reasonable returns for investors [21][22].

Core Viewpoint - The legal opinion regarding the asset acquisition and related transactions of Mudanjiang Hengfeng Paper Co., Ltd. emphasizes the compliance with national industrial policies and legal regulations, as well as the operational independence of the target company during the management period [1][2][3]. Group 1: Management and Control - During the management period, the target company's shareholders' meetings and board operations were conducted independently, with the management committee not able to exercise the rights of the shareholders' meeting or board [6][9][11]. - The target company is controlled by Zhujiang Paper Industry and its actual controller Zhang Hua, with the listing company not holding any equity in the target company [11][12]. - The management committee, established under the entrusted management agreement, is a temporary internal body and cannot replace the board's authority [10][13]. Group 2: Regulatory Compliance - The target company has obtained a tobacco monopoly production enterprise license, with the latest renewal valid until May 2029, confirming its legal and effective status [15][21]. - The target company's main business activities align with national industrial policies, as it produces cigarette paper and other specialty papers, which are not classified as restricted or eliminated industries [21][22]. - The transaction complies with environmental protection laws, land management regulations, and antitrust laws, with no violations reported during the operational period [22][23]. Group 3: Financial and Operational Aspects - The target company has a history of financial difficulties, including overdue bank loans, but the restructuring plan allows for potential recovery and compliance with creditor claims [24][26]. - The transaction is expected to enhance the listing company's operational efficiency and market share in the international tobacco industry, addressing production capacity constraints [3][5]. - The listing company plans to integrate business, assets, and personnel post-transaction to maximize operational benefits [3][4].

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on September 15, 2025, at 15:00 [1] - The meeting will include both on-site and online voting options for shareholders [2] Voting Procedures - Shareholders can choose between on-site voting and online voting, with online voting available through the Shenzhen Stock Exchange trading system and internet voting system [2][5] - Shareholders must register for the meeting with appropriate identification and documentation [4][5] Agenda Items - The meeting will review proposals, including a significant proposal regarding the company's joint investment with related parties to establish a project company [4]

Core Viewpoint - The company is set to receive financial assistance of up to RMB 990 million from its indirect controlling shareholder, China Everbright Holdings, through its wholly-owned subsidiary, Everbright Holdings (Jiangsu) Investment Co., Ltd., to meet its operational funding needs and improve financing efficiency [1][3][4]. Summary by Sections Financial Assistance Details - The financial assistance will be provided in tranches within 12 months after the first disbursement, with each loan having a term of 12 months and an annual interest rate of 6.5% [1][3][4]. - The company will provide collateral for the financial assistance, including 973,300,000 priority partnership shares in Shanghai Guangye Investment Center and receivables from various loans totaling RMB 4.4 billion and RMB 4.1 billion [1][4][6]. Related Party Transactions - This transaction constitutes a related party transaction as Shanghai An Gui, the lending entity, is a subsidiary of the company's indirect controlling shareholder [4][5]. - The company has previously engaged in related transactions, including a RMB 930 million financial assistance extension approved at the 2024 fifth extraordinary general meeting [2][5]. Approval Process - The board of directors approved the financial assistance and related transaction with a unanimous vote, with related directors abstaining from the vote [4][9]. - The independent directors have also expressed their agreement, stating that the transaction complies with relevant regulations and will not adversely affect the company's financial status or shareholder interests [9][10]. Purpose and Impact - The primary purpose of the financial assistance is to support the company's daily operational funding needs and enhance its financing efficiency, reflecting the confidence of the indirect controlling shareholder in the company's business development [8][10]. - The transaction is expected to have no negative impact on the company's normal operations or independence, nor will it significantly affect its financial condition or operating results [8][10].