Core Viewpoint - The company intends to acquire a 97.4988% stake in Huali Microelectronics from four shareholders through a combination of issuing shares and cash payment, while ensuring compliance with the relevant regulations regarding stock issuance [1][2] Summary by Relevant Sections Transaction Details - The company plans to purchase the majority stake in Huali Microelectronics and raise supporting funds through this transaction [1] - The transaction involves four shareholders: Shanghai Huahong (Group) Co., Ltd., Shanghai Integrated Circuit Industry Investment Fund Co., Ltd., National Integrated Circuit Industry Investment Fund Phase II Co., Ltd., and Shanghai Guotou Xian Dao Integrated Circuit Private Investment Fund Partnership (Limited Partnership) [1] Compliance with Regulations - The board of directors has determined that the company does not fall under any prohibitive conditions outlined in Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" [1] - Specific conditions that were reviewed include: - No unauthorized changes to previous fundraising purposes without shareholder approval - Recent financial statements comply with accounting standards and disclosure rules - No recent administrative penalties or public reprimands against current directors or senior management by the China Securities Regulatory Commission (CSRC) - No ongoing criminal investigations or regulatory inquiries against the company or its management - No significant violations harming the company's interests or investors' rights by controlling shareholders or actual controllers in the last three years [1]

Group 1 - The company plans to acquire 100% equity of Suzhou Anjie Xun Optoelectronics Technology Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments to six counterparties [1] - The company intends to issue shares to no more than 35 specific investors to raise supporting funds for this transaction [1] - The company has conducted a prudent assessment and determined that it does not fall under any prohibitive conditions outlined in Article 11 of the Securities Issuance Registration Management Measures [1] Group 2 - The company meets the conditions for issuing convertible bonds as specified in Article 13 of the Securities Issuance Registration Management Measures, including having a sound organizational structure and sufficient average distributable profits over the last three years to cover bond interest [2] - The company does not have any ongoing defaults or delayed payments on publicly issued bonds or other debts, complying with Article 14 of the Securities Issuance Registration Management Measures [2] - The company confirms that it adheres to all relevant regulations regarding the issuance of shares and convertible bonds [2]

Core Viewpoint - The legal opinion letter from Beijing DHH Law Firm confirms that Shandong LianKe Technology Co., Ltd. is authorized to issue shares through a simplified procedure to specific investors, complying with relevant laws and regulations [4][24]. Group 1: Issuance Approval and Authorization - The board of directors and shareholders of Shandong LianKe Technology have approved the issuance of shares through a simplified procedure for the year 2025 [6][8]. - The board is authorized to handle all matters related to the issuance, including adjustments to the issuance plan as required by laws and regulations [8][9]. Group 2: Issuer's Qualifications - Shandong LianKe Technology is a legally established joint-stock company, having undergone necessary procedures for its establishment and registration [12][25]. - The company has been approved for its initial public offering and is listed on the Shenzhen Stock Exchange, with a total of 182 million shares, including 45.5 million new shares to be issued [13][12]. Group 3: Conditions for Issuance - The issuance is categorized as a legal act for listed companies in China to issue shares through a simplified procedure to specific investors [14]. - The issuance complies with the requirements of the Company Law, Securities Law, and relevant regulatory guidelines [24][17]. Group 4: Use of Proceeds - The funds raised from this issuance will primarily be used for the "Annual Production of 100,000 Tons of High-Pressure Cable Shielding Material Project (Phase II)" [18]. Group 5: Independence of the Issuer - The issuer has independent assets, business operations, personnel, and financial systems, ensuring its operational independence from its controlling shareholders [26][27].

Core Viewpoint - Shandong Bangji Technology Co., Ltd. is planning to acquire several agricultural and livestock companies through a combination of share issuance and cash payment, confirming compliance with relevant regulations regarding stock issuance to specific targets [2][3]. Group 1: Transaction Details - The company intends to purchase 100% of the shares of Riverstone Farm Pte. Ltd. in Shandong Beixi Agricultural and Animal Husbandry Co., Ltd., Shandong Ruidong Weili Agricultural and Animal Husbandry Co., Ltd., Shandong Xinmu Agricultural and Animal Husbandry Technology Co., Ltd., and other related entities [2]. - The board of directors has conducted a thorough assessment and determined that there are no violations of Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" regarding stock issuance to specific targets [2][3]. Group 2: Compliance Confirmation - The company confirms that it has not changed the use of previously raised funds without correction or shareholder approval, nor has it faced significant issues in financial reporting or auditing in the past year [2]. - There have been no administrative penalties against current directors or senior management by the China Securities Regulatory Commission in the last three years, nor any criminal investigations or violations affecting the company [2]. - The company asserts that there have been no significant illegal activities that have harmed investor rights or public interests in the last three years [2].

Core Viewpoint - Shanghai Silicon Industry Group Co., Ltd. plans to acquire minority stakes in three semiconductor technology companies through a combination of issuing shares and cash payment, while also raising funds from no more than 35 specific investors [1] Group 1: Transaction Details - The company intends to purchase minority stakes in Shanghai Xinxing Crystal Investment Semiconductor Technology Co., Ltd., Shanghai Xinxing Crystal Science Semiconductor Technology Co., Ltd., and Shanghai Xinxing Crystal Rui Semiconductor Technology Co., Ltd. [1] - Upon completion of the transaction, the company will hold 100% equity in each of the three target companies [1] Group 2: Compliance with Regulations - The company confirms that it does not fall under any of the prohibitive conditions outlined in Article 11 of the "Administrative Measures for the Registration of Securities Issuance by Listed Companies" regarding issuing shares to specific investors [1] - Specific prohibitive conditions include unauthorized changes in the use of previously raised funds, significant discrepancies in financial reporting, administrative penalties against current executives, and serious violations affecting investor rights [1]

Core Viewpoint - The company intends to acquire 100% equity of Inner Mongolia Baiyinhua Coal Power Co., Ltd. from State Power Investment Corporation through a combination of share issuance and cash payment, while also raising supporting funds for this transaction [1][2] Summary by Relevant Sections - The board of directors has determined that the company does not fall under any prohibitive conditions outlined in Article 11 of the Administrative Measures for the Registration of Securities Issuance by Listed Companies, which includes various financial and regulatory compliance criteria [1][2] - Specific conditions that were assessed include: - No unauthorized changes in the use of previously raised funds without shareholder approval [1] - Recent financial statements comply with accounting standards and disclosure rules, with no adverse audit opinions [1] - Current directors and executives have not faced administrative penalties from the China Securities Regulatory Commission in the last three years [1] - There are no ongoing criminal investigations or regulatory inquiries against the company or its executives [1] - No significant legal violations by controlling shareholders that could harm the company's interests or investors' rights in the last three years [1] - No major legal violations affecting investors' rights or public interests in the last three years [1]

（五）控股股东、实际控制人最近三年存在严重损害上市公司利益或者投资 者合法权益的重大违法行为； （六）最近三年存在严重损害投资者合法权益或者社会公共利益的重大违法 行为。" 北京阳光诺和药物研究股份有限公司董事会 关于上市公司不存在《上市公司证券发行注册管理办法》 第十一条、第十四条规定的不得向特定对象发行股票、不得发 行可转换公司债券的情形的说明 北京阳光诺和药物研究股份有限公司（以下简称"公司"或"上市公司"） 拟通过发行股份及可转换公司债券方式购买江苏朗研生命科技控股有限公司 次交易"）。 一、截至本说明出具日，公司不存在《上市公司证券发行注册管理办法》第 十一条规定的不得向特定对象发行股票的如下情形： "（一）擅自改变前次募集资金用途未作纠正，或者未经股东会认可； （二）最近一年财务报表的编制和披露在重大方面不符合企业会计准则或者 相关信息披露规则的规定；最近一年财务会计报告被出具否定意见或者无法表示 意见的审计报告；最近一年财务会计报告被出具保留意见的审计报告，且保留意 见所涉及事项对上市公司的重大不利影响尚未消除。本次发行涉及重大资产重组 的除外； （三）现任董事、高级管理人员最近三年受到中国证监 ...