证券代码：601975 证券简称：招商南油 公告编号：2025-039 招商局南京油运股份有限公司 2025年第三次临时股东会决议公告 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： ● 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东会召开的时间：2025年11月12日 (二)股东会召开的地点：南京市中山北路324号油运大厦16楼会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表决方式是否符合《公司法》及《公司章程》的规定，股东会主持情况等。 会议由公司董事会召集，采用现场会议和网络投票相结合的方式召开。经推举，会议由董事李增忠先生 主持，符合《公司法》及《公司章程》的有关规定。 (五)公司董事和董事会秘书的出席情况 表决情况： 1、公司在任董事9人，出席6人，董事长丁磊先生、董事刘钊先生和董事戴荣辉先生因工作原因未出席 本次会议； 2、公司总会计师、董事会秘书金敏先生出席会议，其他高管列席了本次会议。 二、议案审议情况 (一)非累积投票议案 1、议案名称 ...

Core Viewpoint - The company, China Merchants Jinling, plans to hold its third extraordinary general meeting on November 12, 2025, to discuss two key proposals related to financial adjustments and agreements with affiliated parties [1] Group 1: Financial Adjustments - The first proposal involves using reserve funds to cover losses, with the company's undistributed profits projected to be -1.574 billion yuan by the end of 2024. The plan includes reducing surplus reserves by 3.1939 million yuan, and the remaining shortfall of 1.571 billion yuan will be covered by capital reserves, resulting in undistributed profits being adjusted to zero [1] Group 2: Financial Service Agreement - The second proposal is to sign a financial service agreement with the affiliated company, China Merchants International Finance, which is a subsidiary of China Merchants Group. This agreement will provide deposit and settlement services to China Merchants Jinling and its subsidiaries for a duration of three years, with a daily deposit balance not exceeding 500 million HKD and a loan balance not exceeding 1 billion HKD [1]

Core Points - The board of directors of Renfu Pharmaceutical Group Co., Ltd. held its second meeting on August 26, 2025, to discuss various proposals and resolutions [1][2][3] Meeting Details - The meeting was attended by all nine directors, with four participating in person and the rest voting via communication [1] - The meeting was deemed legally valid and compliant with relevant regulations and the company's articles of association [1] Resolutions Passed - The board approved the full and summary reports for the company's 2025 semi-annual report, which had previously been reviewed by the audit committee [2] - The board agreed to reappoint Da Xin Certified Public Accountants as the auditing firm for the 2025 financial year, with the 2024 audit fees totaling 5.2 million yuan, including 1.5 million yuan for internal control audits [2][3] - A financial services agreement with China Merchants Group Finance Co., Ltd. was approved, pending shareholder approval [3][4] - The board also approved a risk assessment report regarding China Merchants Group Finance Co., Ltd. [4] - A risk disposal plan for financial business with China Merchants Group Finance Co., Ltd. was also approved [5] Upcoming Events - The board scheduled the fourth extraordinary general meeting for September 12, 2025, to review the reappointment of the auditing firm and the financial services agreement [5][6]

Core Viewpoint - The company is renewing its financial service agreement with Midea Group Financial Company, which is expected to enhance its financing channels, improve capital efficiency, and reduce financing risks, benefiting the company and its shareholders [11][15][96]. Group 1: Financial Services Agreement - The financial service agreement allows the company to choose from a range of financial services provided by Midea Group Financial Company, including deposits, loans, and settlement services [9][10]. - The pricing for these services will adhere to fair and reasonable principles, not exceeding market prices or the standards set by the People's Bank of China [3][11]. - The agreement includes transaction limits, with a maximum daily deposit balance of RMB 45 million and a total credit limit of RMB 600 million for the company [4][11]. Group 2: Risk Management - The company has conducted a risk assessment of Midea Group Financial Company, finding no significant deficiencies in its risk management practices [10][99]. - A risk disposal plan has been established to ensure the safety and liquidity of the company's funds when engaging in financial transactions with Midea Group Financial Company [10][11]. Group 3: Independent Board and Supervisory Opinions - The independent board and supervisory committee have unanimously agreed that the continuation of the financial services agreement with Midea Group Financial Company aligns with the interests of the company and its shareholders [14][15][96][97]. - The independent board emphasized that the services provided will not harm the interests of the company or minority shareholders and will not affect the company's independence [14][15][96]. Group 4: Upcoming Shareholder Meeting - The company has scheduled its first extraordinary general meeting of 2025 for September 1, 2025, to discuss the renewal of the financial services agreement among other agenda items [17][86]. - The meeting will allow shareholders to vote on the proposed resolutions, including the financial services agreement, which requires a special resolution for approval [22][86].

Group 1 - The company held its third temporary board meeting on June 20, 2025, with all nine directors present, and the meeting was deemed legal and effective [1] - The board approved an increase in the expected daily related party transactions for 2025, which is considered necessary for the company's normal operations and business development [1][2] - The board also approved a financial services agreement with Zijin Mining Group Finance Co., Ltd., aiming to enhance cash management and financing channels, with a maximum daily deposit balance of RMB 2 billion and a maximum loan balance of RMB 1 billion [2][3] Group 2 - A risk assessment report on Zijin Mining Group Finance Co., Ltd. was approved by the board, confirming the company's operational qualifications and risk status [3][4] - The company established a risk disposal plan for financial business transactions with Zijin Mining Group Finance Co., Ltd. to regulate related party transactions [4] - The board proposed to apply for a comprehensive credit facility of up to RMB 15 billion, with a guarantee of up to RMB 5 billion for its subsidiaries [4][5] Group 3 - The company scheduled its second temporary shareholders' meeting for July 8, 2025, to discuss the approved proposals [5]

Core Points - The company held its 24th meeting of the 5th Board of Directors on May 30, 2025, where several resolutions were passed regarding transactions with China Energy Conservation and Environmental Protection (Hong Kong) Treasury Management Co., Ltd [1][2][3] - The board approved a financial service agreement and related transactions, which will be submitted for shareholder approval at the upcoming extraordinary general meeting [1][2] - The board also approved a risk assessment report concerning the aforementioned company and an emergency risk disposal plan for financial cooperation [2][3] - The company has scheduled its first extraordinary general meeting of 2025 for June 16, 2025, at 15:00 [4] Summary by Categories Board Meeting Resolutions - The board meeting was attended by all 9 directors, and resolutions were passed with a voting result of 3 in favor and 6 abstentions regarding the financial service agreement [1][2] - The risk assessment report was also approved with the same voting results [2][3] - An emergency risk disposal plan was approved with identical voting results [3] Upcoming Shareholder Meeting - The company will hold its first extraordinary general meeting on June 16, 2025, with all 9 votes in favor of the meeting [4]

Core Points - The company has decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, and will amend its articles of association accordingly [1][2] - The company signed a financial services agreement with China Electronics Technology Finance Co., Ltd., which is deemed beneficial for the company's sustainable development and does not affect its independence [2] - A risk disposal plan related to financial operations with China Electronics Technology Finance Co., Ltd. was approved to safeguard the company's and shareholders' interests, particularly those of minority shareholders [2] - A risk assessment report on China Electronics Technology Finance Co., Ltd. was approved, confirming that the company's internal controls and operational management meet the requirements for providing financial services without harming the interests of the company or minority shareholders [2][3]

Core Viewpoint - The company, Shandong Zhongnong United Biotechnology Co., Ltd., reported a net loss for the year 2024 and proposed not to distribute profits, citing the need for stable funding for operations and development [10][12]. Financial Data - The company reported a net profit attributable to shareholders of -122,453,099.06 yuan for 2024, with total undistributed profits of 353,209,806.40 yuan on a consolidated basis and 99,446,885.09 yuan on a parent company basis [10][8]. - The proposed profit distribution plan includes no cash dividends, no bonus shares, and no capital reserve conversion into shares [10][12]. Asset Impairment - The company plans to recognize an asset impairment provision totaling 18.2485 million yuan for 2024, affecting accounts receivable, other receivables, and inventory [18][22]. - The impairment loss will impact the net profit attributable to the parent company by 15.3052 million yuan after tax considerations [22]. Credit Facility Application - The company intends to apply for a comprehensive credit facility of up to 3 billion yuan from financial institutions to support its operational needs [25][27]. - The credit facility will be used for various financing needs, including working capital loans and project financing [25]. Related Party Transactions - The company anticipates engaging in related party transactions with China Supply and Marketing Group Co., Ltd., with an estimated transaction amount not exceeding 160 million yuan for 2025 [32][36]. - The pricing for these transactions will adhere to fair market principles, ensuring no adverse effects on the company's financial health or independence [36][59]. Financial Services Agreement - The company plans to renew its financial services agreement with Supply and Marketing Group Financial Co., Ltd., which includes deposit, settlement, and credit services [41][59]. - The agreement will allow for a credit limit of up to 200 million yuan, with a focus on maintaining fair pricing and service conditions [41][50].

Group 1 - The Ministry of Finance of the People's Republic of China issued the "Notice on Printing and Distributing the Interpretation of Enterprise Accounting Standards No. 18," which clarifies the subsequent measurement of investment properties held under the floating fee method and the accounting treatment of quality guarantees that do not constitute a single performance obligation [1] - The company will implement the new accounting policy starting from January 1, 2024, allowing for early adoption from the date of issuance [1][3] - The change in accounting policy is deemed reasonable and will reflect the company's financial status and operating results more objectively and fairly, without significant impact on financial condition, operating results, or cash flow [4][6][7] Group 2 - The company plans to provide a total bank credit guarantee of up to 1.5 billion yuan for its subsidiaries to support their development and alleviate liquidity pressure [10] - The board approved the guarantee proposal with a vote of 9 in favor, and the guarantee will be effective from the date of approval at the annual general meeting until the next annual general meeting [10][11] - The company has not experienced overdue guarantees or litigation related to guarantees, and the total amount of guarantees will not exceed 15.82% of the company's audited net assets for the fiscal year 2024 [15] Group 3 - The company intends to continue its financial services agreement with China Construction Finance Co., which will provide deposit, credit, settlement, and other financial services [16] - The maximum daily deposit balance with China Construction Finance Co. will not exceed 6 billion yuan, and the comprehensive credit limit will be 15 billion yuan [16][24] - The agreement is based on market principles and aims to support the company's operational needs while ensuring compliance with relevant regulations [35][40]

Group 1 - The company is holding its second extraordinary general meeting of shareholders on March 31, 2025, in Deyang, Sichuan [1][3] - The agenda includes reviewing and voting on several proposals, including compensation for directors and supervisors, and financial agreements with banks [3][4] - The company proposes a total compensation plan for directors and supervisors for the year 2024, which includes basic salary and performance-based salary [2][4] Group 2 - The company plans to apply for a comprehensive credit limit not exceeding RMB 10.14 billion from financial institutions to meet operational funding needs [4][6] - The proposed credit will be used for various financial services, including loans, bill issuance, and financial derivatives [4][5] - The company intends to sign financial service agreements with Agricultural Bank, Bank of China, and other banks to establish long-term cooperative relationships [5][6] Group 3 - The company has outlined its investment plan for 2025, which includes 106 fixed asset investment projects totaling RMB 2.089 billion and 4 equity investment projects totaling RMB 372.9 million [6][7] - The investment plan includes 65 new projects with a total investment of RMB 1.325 billion, and the funding sources include self-funding and bank loans [7]