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。 重要内容提示： 证券代码：600078 证券简称：澄星股份 公告编号：临 2025-057 江苏澄星磷化工股份有限公司 关于为全资子公司向关联方申请保理融资业务 提供担保暨关联交易的公告 ●为满足日常生产经营需求，江苏澄星磷化工股份有限公司（以下简称"公 司"或"澄星股份"）全资子公司云南宣威磷电有限责任公司（以下简称"宣威 磷电"）拟向关联方北京智慧普华商业保理有限公司（以下简称"智慧普华"）申 请保理额度不超过人民币 5,000 万元的保理融资业务，期限 1 年，年化利率 5.5%。 公司为宣威磷电提供连带责任保证担保。本次交易构成关联交易，不构成重大资 产重组。 ●担保对象及基本情况 被担保人名称 云南宣威磷电有限责任公司 本次担保金额 不超过人民币 5,000 万元 担保 实际为其提供的担保余额 7,749 万元(不含本次担保) 对象 | 是否在前期预计额度内 | √是 | □否 | □不适用： | | --- | --- | --- | --- | | 本次担保是否有反 ...

Core Viewpoint - Guangdong Hongtu Technology Co., Ltd. has approved a proposal for its subsidiary to engage in factoring financing business with an affiliated party, which constitutes a related party transaction [1][5]. Group 1: Related Party Transaction Overview - The subsidiary, Liuzhou Aoxing Auto Parts Manufacturing Co., Ltd., along with its wholly-owned subsidiary Chengdu Aoxing Auto Parts Manufacturing Co., Ltd., plans to conduct accounts receivable factoring financing and related services with Guangdong Yueke Commercial Factoring Co., Ltd. [1][3]. - The total amount involved in the financing, including principal, interest, and service fees, will not exceed 10 million yuan [1][4]. Group 2: Financial Data - For the first half of 2025, the company reported a revenue of 237.42 million yuan and a net profit of 202.68 million yuan [3]. - As of June 30, 2025, total assets were 8,783.54 million yuan, and net assets were 8,610.63 million yuan [3]. Group 3: Transaction Details - The financing interest will be charged at a rate not exceeding the principal amount multiplied by the one-year Loan Prime Rate (LPR), currently set at 3% [4]. - Service fees will be charged at a maximum of 2% of the assigned accounts receivable amount [4]. Group 4: Purpose and Impact of the Transaction - This transaction aims to address the funding needs of the subsidiary, ensuring production and delivery, thereby supporting the company's business development [5]. - The transaction is expected to have no adverse effects on the company's financial status or operational results and will not impact the company's independence [5]. Group 5: Previous Related Transactions - Since the beginning of the year, the company and its subsidiaries have not engaged in any related party transactions with Yueke Factoring [5].

Group 1 - The company approved a proposal to apply for factoring financing from Huaneng Yuncheng Factoring Company, with a maximum of 29 million yuan in receivables and a financing amount of 23.2 million yuan [1][2] - The financing will cover at least 80% of the company's actual funding needs, with a cost not exceeding 4.5%, and will be valid for one year from the date of shareholder meeting approval [1][2] - The proposal constitutes a related party transaction as both the company and Huaneng Yuncheng Factoring Company are controlled by the same actual controller [2] Group 2 - The company elected Wang Tingting as a member of the Strategic and Investment Committee and the Audit Committee following the resignation of independent director Wen Subin [3] - The board approved multiple amendments to the company's articles of association and various internal rules, including the abolition of the supervisory board [5][6][7] - The company plans to hold the third extraordinary general meeting of shareholders on July 29, 2025, to review the matters approved by the board [15]

Summary of Key Points Core Viewpoint - The company plans to provide a guarantee for its wholly-owned subsidiary, Wisdom City (Quanzhou Fengze) Operation Management Co., Ltd., to secure a factoring financing limit of up to RMB 110 million from Quanzhou Fengze Commercial Factoring Co., Ltd. This is aimed at supporting the subsidiary's operational needs and ensuring financial stability [1][5]. Group 1: Guarantee Details - The total guarantee amount for the subsidiary is set at RMB 110 million, with an existing guarantee balance of RMB 145 million already provided by the company [1][5]. - The guarantee will be a joint liability guarantee, with no counter-guarantee in place [1][5]. - The financing limit is valid for a period of 2 years, and the actual amount will depend on the subsidiary's operational funding needs and the approval from the factoring institution [2][3]. Group 2: Internal Decision-Making Process - The total guarantee amount represents 4.66% of the company's audited net assets for the year 2024 [2][5]. - The board of directors approved the guarantee proposal unanimously on June 10, 2025, and it does not require shareholder meeting approval [2][5]. Group 3: Financial Position - As of March 31, 2025, the company's total assets were RMB 71,975.73 million, with total liabilities of RMB 22,335.86 million, including loans totaling RMB 14,500 million [4]. - The company's net assets stood at RMB 49,639.87 million, indicating a stable financial position [4]. Group 4: Necessity and Reasonableness of the Guarantee - The guarantee is deemed necessary to support the normal business development of the subsidiary, which is fully owned by the company, thereby reducing financial costs and ensuring sustainable business growth [5]. - The board believes that the subsidiary has the capacity to repay its debts, and the guarantee will not adversely affect the company's operations or shareholder interests [5]. Group 5: Cumulative External Guarantees - As of the announcement date, the total external guarantees provided by the company and its subsidiaries amounted to RMB 54,610.48 million, which is 23.14% of the company's most recent audited net assets [5]. - There are no overdue guarantees reported by the company or its subsidiaries [5].