证券代码：301517 证券简称：陕西华达 公告编号：2025-035 陕西华达科技股份有限公司董事会 鉴于本次交易涉及的相关审计、评估等工作尚未完成，基于本次 交易相关工作的整体安排，公司董事会决定暂不召集公司股东会审议 本次交易相关事项。待与本次交易相关的审计、评估等工作完成后， 公司将再次召开董事会审议本次交易的相关事项，依法定程序召集股 东会并发布召开股东会的通知，提请股东会审议本次交易的相关事宜。 特此公告。 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。 陕西华达科技股份有限公司董事会 陕西华达科技股份有限公司（以下简称"公司"）于 2025 年 8 月 25 日召开第五届董事会第十次会议、第五届监事会第十次会议， 会议分别审议通过了《关于〈陕西华达科技股份有限公司发行股份购 买资产并募集配套资金暨关联交易预案〉及其摘要的议案》等与本次 交易相关的议案，具体内容详见公司在巨潮资讯网 （http://www.cninfo.com.cn）上披露的相关公告及文件。经公司申请， 公司股票（简称："陕西华达"、代码："301517"）将于 2025 年 ...

Core Viewpoint - The company is planning to issue shares and pay cash to acquire 87% of Congling Energy, which will become a wholly-owned subsidiary after the transaction is completed. The company aims to raise up to 560 million yuan through a private placement to fund this acquisition [6][7]. Company Overview - The company is identified as Xinjiang Baodi Mining Co., Ltd. with the stock code 601121. The report emphasizes the importance of reading the full semi-annual report for a comprehensive understanding of the company's performance and future plans [1][5]. Financial Data - The company reported a total fundraising amount of 876 million yuan from its initial public offering, with a net amount of 814 million yuan after deducting issuance costs [17][29]. - As of June 30, 2025, the company has invested approximately 598 million yuan of the raised funds in projects, with an additional 24 million yuan invested during the reporting period [29][32]. Important Matters - The company has approved a plan to use up to 225 million yuan of temporarily idle raised funds for cash management, focusing on low-risk, high-liquidity investment products [10][15]. - The board of directors has confirmed that all members attended the meeting where these decisions were made, ensuring compliance with legal requirements [2][8]. Cash Management - The company intends to invest in safe and liquid financial products, including structured deposits and time deposits, with the aim of enhancing the efficiency of fund usage and maximizing shareholder returns [18][19]. - The cash management plan allows for the funds to be rolled over within a 12-month period, starting from the board's approval date [19][20]. Fund Usage and Management - The company has established a dedicated account for managing the raised funds, ensuring compliance with regulatory requirements and protecting investor interests [30][31]. - The company has not used idle funds for temporary working capital needs as of June 30, 2025, indicating a focus on project investments [33]. Special Reports - A special report on the usage of raised funds has been prepared, detailing the management and allocation of these funds in accordance with regulatory guidelines [28][29].

Core Viewpoint - The announcement details the completion of a share issuance transaction by Haohua Chemical Technology Group Co., Ltd. to acquire 100% equity of Sinochem Lantian Group Co., Ltd. from Sinochem Group and its asset management subsidiary, along with the appointment of new independent financial advisors for ongoing supervision of the transaction [1][2]. Group 1 - Haohua Chemical has received approval from the China Securities Regulatory Commission for the issuance of shares to purchase assets and raise supporting funds [1]. - The company has completed the transaction of acquiring 100% equity of Sinochem Lantian Group Co., Ltd. [1]. - The transaction involves issuing shares to no more than 35 qualified specific investors, including China Foreign Economic and Trade Trust Co., Ltd. and Sinochem Capital Innovation Investment Co., Ltd. [1]. Group 2 - The independent financial advisor for the transaction, CITIC Securities, has undergone a change in the lead advisors due to a personnel shift [2]. - Liu Tuo, Suo Chao, Li Yuxiu, Li Zhuofan, and Li Jiaoyang have been appointed as the new independent financial advisors for ongoing supervision of the transaction [2]. - The change in advisors aims to ensure the orderly continuation of the supervisory work related to the transaction [2].

Meeting Details - The meeting was held on June 20, 2025, at 15:00 [3] - The location of the meeting was at the Metro Design Building, Guangzhou [4] - The meeting combined on-site voting and online voting [5] - The meeting was convened by the Board of Directors of Guangzhou Metro Design Institute Co., Ltd. [6] - The meeting was presided over by Chairman Wang Dijun [7] - A total of 408,326,898 shares with voting rights were represented at the meeting [8] Proposal Voting Results - The proposal regarding the issuance of shares for asset acquisition and fundraising was approved, requiring a two-thirds majority of the voting rights present [10][12] - The proposal for the specific plan of issuing shares for asset acquisition was also approved, with similar voting requirements [12][13] - Multiple specific proposals related to the asset acquisition, including pricing and issuance details, were approved with over two-thirds majority [13][14][15] - The proposal for signing a conditional share purchase agreement was approved [22] - The proposal regarding performance commitment and compensation agreement was approved [24] - The proposal confirming the transaction as a related party transaction was approved [26] - The proposal stating that the transaction does not constitute a major asset restructuring was approved [28] - The proposal confirming compliance with relevant regulations for major asset restructuring was approved [30] - The proposal regarding the independence of the evaluation agency was approved [48] - The proposal for the authorization of the Board of Directors to handle related matters was approved [60] Legal and Documentation - The meeting was witnessed by lawyers from Beijing Zhonglun (Guangzhou) Law Firm, confirming the legality of the meeting procedures and results [61] - Documents related to the meeting, including resolutions and legal opinions, are available for review [62]

Core Viewpoint - The company plans to issue shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and raise supporting funds through a private placement, which constitutes a related party transaction and a major asset restructuring [2][48][49]. Group 1: Board Meeting and Approval - The board meeting was held on May 16, 2025, with all nine directors present, and the meeting procedures complied with relevant laws and regulations [1]. - The proposal for issuing shares to purchase assets and raise supporting funds was approved with a unanimous vote of 5 in favor [2][4]. Group 2: Transaction Details - The company intends to acquire 100% of Cangzhou Xuyang's equity from Xuyang Group, Xuyang Coal Chemical, Shenzhen Capital Group's New Materials Fund, and Agricultural Bank Financial Asset Investment Co., Ltd. [2][4]. - The transaction will involve issuing shares to a maximum of 35 qualified investors through a private placement [2][4]. Group 3: Share Issuance and Pricing - The shares to be issued will be domestic RMB ordinary shares (A-shares) with a par value of 1.00 yuan, listed on the Shenzhen Stock Exchange [4][27]. - The issuance price will be set at 80% of the average trading price over the 20 trading days prior to the board meeting announcement, which is determined to be 7.55 yuan per share [6][34]. Group 4: Lock-up Period and Profit Distribution - Shares acquired by Xuyang Group and Xuyang Coal Chemical will be locked for 36 months post-issuance, while shares acquired by the New Materials Fund and Agricultural Bank will have a lock-up of 12 months or 36 months depending on the duration of asset ownership [18][19]. - The retained undistributed profits before the completion of the transaction will be shared by all shareholders based on their shareholding ratio [41]. Group 5: Compliance and Regulatory Aspects - The transaction complies with the relevant laws and regulations, and the company has followed the necessary legal procedures for this transaction [52][58]. - The board believes the transaction will enhance the company's asset quality and financial condition, ensuring compliance with the independence requirements [55][59].

Group 1 - The company held its 20th meeting of the 11th Supervisory Board on May 16, 2025, with all three supervisors participating, and the meeting complied with relevant laws and regulations [1][2][3] - The Supervisory Board approved a proposal for issuing shares to acquire 100% equity of Cangzhou Xuyang Chemical Co., Ltd. and to raise matching funds through a private placement to no more than 35 qualified investors [2][3][4] - The proposal was passed with a vote of 2 in favor, 0 against, and 0 abstentions, and it will be submitted to the shareholders' meeting for approval [2][3][4] Group 2 - The company plans to issue shares at a price of 7.55 yuan per share, which is 80% of the average trading price over the previous 20 trading days before the board meeting [6][8] - The issuance of shares will be subject to adjustments based on any corporate actions such as dividends or stock splits that occur between the pricing date and the issuance date [6][8][9] - The final number of shares to be issued will be determined based on the transaction price divided by the issuance price, rounded down to the nearest whole number [7][9] Group 3 - The transaction is classified as a related party transaction, with the controlling shareholder expected to change to Xuyang Group after the transaction [21][22] - The company has confirmed that it meets the criteria for a major asset restructuring as per relevant regulations, and the transaction is expected to enhance the company's operational capabilities [21][24][26] - The company has established a confidentiality system to protect sensitive information related to the transaction [31][32] Group 4 - The company will ensure that the proceeds from the private placement will be used for transaction-related taxes, intermediary fees, project construction, and to supplement working capital or repay debts, with a limit of 25% of the transaction price for working capital or debt repayment [17][18] - The company has confirmed that there have been no abnormal fluctuations in its stock price in the 20 trading days prior to the announcement of the transaction [32] - The company will sign a supplementary agreement with the transaction parties once the asset prices are finalized [20][21]

立信会计师事务所(特殊普通合伙) 《关于杭州大地海洋环保股份有限公司发行股份购买资产 并募集配套资金申请的第二轮审核问询函》 之间复 信会师函字[2023]第 ZF027 号 深圳证券交易所: 杭州大地海洋环保股份有限公司(以下简称"公司"、"发行人"、"上市 公司"或"大地海洋")转来贵中心《关于杭州大地海洋环保股份有限公司发行 股份购买资产并募集配套资金申请的第二轮审核问询函》(审核函(2023)030001 号)（以下简称"审核问询函"）已收悉。对此,我们作了认真研究,并根据审 核问询函的要求,我们实施了补充核查程序,有关事项说明如下: 问题 2 请独立财务顾问和会计师补充说明:(1)分别对标的资产垃圾分类回收收 入和再生资源销售收入的真实性、成本费用的完整性以及期后回款情况进行专 项核查。包括但不限于核查手段、核查范围、主要财务报表科目的核查覆盖率 以及核查结论,并说明相关审核程序是否充分有效,是否足以支撑其发表核查 结论;(2)结合 2021 年末标的资产分红的背景及原因、分红的必要性及合理 性,补充说明是否存在由标的资产的主要股东、董事、监事、高级管理人员及 其关联方或上市公司实际控制人及其关联方 ...