证券代码：600096 证券简称：云天化 编号：临 2025-047 重要内容提示： ? 公司拟与云南云天化集团财务有限公司（以下简称"财务公司"） 续签《金融服务协议》。 ? 财务公司为公司控股股东云天化集团有限责任公司的控股子 公司，本次交易构成关联交易。 ? 本次关联交易不构成《上市公司重大资产重组管理办法》规定 的重大资产重组。 ? 该议案尚须提交公司股东大会审议。 云南云天化股份有限公司 关于与云南云天化集团财务有限公司续签《金融服务协 议》暨关联交易的公告 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。 一、关联交易概述 为拓宽融资渠道，降低融资成本，提高资金使用效率，增强资金 配置能力，公司根据《上海证券交易所上市公司自律监管指引第 5 号 ——交易与关联交易》《公司章程》等有关规定，结合与财务公司金 融业务的实际开展情况，拟与财务公司续签《金融服务协议》（以下 简称"协议"）。 二、关联方介绍及关联关系 企业名称：云南云天化集团财务有限公司 统一社会信用代码：91530000077647005U 成立时间：20 ...

Core Viewpoint - The company intends to renew a financial service agreement with a related party, providing various financial services while ensuring compliance with regulatory requirements and maintaining the interests of minority shareholders [2][6][8] Group 1: Overview of Related Transactions - The company plans to sign a financial service agreement with the financial company, which will provide deposit, credit, settlement, and other approved financial services [2][3] - The maximum daily deposit balance with the financial company will not exceed 5% of the company's audited total assets from the previous fiscal year and 50% of the audited cash balance at the end of the previous fiscal year [4][5] - The maximum loan amount under the agreement is set at RMB 500 million, with a validity period of 36 months [2][5] Group 2: Details of the Financial Service Agreement - The financial company will offer services including deposit accounts, credit facilities, and settlement services, with the company having the right to choose other financial institutions if desired [3][6] - The deposit interest rates will be based on the benchmark rates set by the People's Bank of China, ensuring competitive rates compared to other domestic financial institutions [5][6] - The agreement will take effect after approval from the company's shareholders' meeting and will be valid for 36 months from the effective date [6][8] Group 3: Purpose and Impact of Related Transactions - The transactions aim to optimize the company's financial management, enhance financing channels, improve capital efficiency, and reduce financing costs and risks [6][7] - The financial company is a wholly-owned subsidiary of the company's actual controller, which makes the associated risks relatively controllable [6][7] - The agreement is expected to not harm the interests of the company or minority shareholders and will not affect the company's independence [6][7] Group 4: Approval Process for Related Transactions - The independent directors held a special meeting on June 4, 2025, to review and approve the agreement [7] - The board of directors convened on June 6, 2025, to pass the resolution regarding the agreement, with related directors abstaining from the vote [7][8] - The transaction requires submission to the shareholders' meeting for approval, with related shareholders needing to abstain from voting [7][8]

Core Viewpoint - China Energy Construction Group Finance Co., Ltd. is focusing on digital transformation to enhance operational service capabilities and risk prevention levels, supporting the development of new energy, new infrastructure, new industries, and new materials [1] Group 1: Digital Financial Service - The company has established a 24/7 global online financial system for account management, fund settlement, credit processing, and bill services, creating a comprehensive digital service chain that meets customer needs [2] - This digital service chain enhances collaboration with internal and external entities, providing a one-stop digital solution for business operations [2] Group 2: Data-Driven Financial Innovation - The company integrates vast financial data by breaking down barriers between internal business systems and external industry data, creating a shared platform for data resources [3] - The introduction of the "Financial Small Intelligence" robot automates data extraction, generates daily reports, and monitors risks in real-time, supporting management decision-making [3] Group 3: Disaster Recovery System - The company has developed a disaster recovery system based on a "cloud computing + distributed" architecture, ensuring real-time data synchronization and application-level disaster recovery across regions [4] - This new layout optimizes computing power and storage resources, establishing a robust foundation for the secure operation of information systems [4] - The company aims to align with national strategic deployments, focusing on technological finance and AI initiatives to enhance financial services and support high-quality development [4]

（一）领导小组统一领导存贷款风险的应急处置工作，全面负责存贷款风险 的防范和处置工作，对董事会负责。 岳阳兴长关于开展金融服务交易的风险处置预案 岳阳兴长石化股份有限公司 为有效防范、管控和化解岳阳兴长石化股份有限公司（以下简称"公司"） 在中国石化财务有限责任公司武汉分公司（以下简称"财务公司武汉分公司"） 金融业务的各项风险，维护资金安全，根据深圳证券交易所的相关要求，制定本 风险处置预案。 鉴于金融服务提供方财务公司武汉分公司为中国石化财务有限责任公司 （下称"财务公司"）分支机构，在财务公司授权经营范围内，在财务公司整 体统筹下开展金融业务，同时作为分支机构，财务公司武汉分公司提供金融服 务的义务、责任最终由财务公司承担，本预案同时适用于财务公司及财务公司 武汉分公司发生的影响公司资金安全的风险。两公司在下文中合称为财务公司。 一、 风险处置机构及职责 第一条 公司成立风险处置领导小组，由公司董事长任组长，组长为风险预防 处置的第一责任人，由主管财务工作的负责人任副组长，领导小组成员包括财务 资产部、企业运营部、行政管理部等部门负责人。领导小组下设工作小组，工作 小组设在财务资产部，由公司主管财务工作 ...

Core Viewpoint - The company, Yueyang Xingchang Petrochemical Co., Ltd., is entering into a financial service agreement with Sinopec Finance Co., Ltd. Wuhan Branch, which constitutes a related party transaction but does not require regulatory approval as it does not meet the criteria for a major asset restructuring [1][2][12]. Summary by Sections Related Party Transaction Overview - The company plans to sign a financial service agreement with Sinopec Finance Co., Ltd. Wuhan Branch to provide various financial services including deposits, loans, and settlements, with pricing based on market principles [1][2][5]. Basic Information of Related Parties - Sinopec Finance Co., Ltd. has a registered capital of 1.8 billion yuan and reported a net profit of 2.204 billion yuan for 2024 [2][4]. - The Wuhan Branch of Sinopec Finance Co. has a net profit of 0.91 billion yuan for 2024 [4]. Transaction Details - The financial services to be provided include loans, bill discounting, letters of credit, and other financial services, with fees determined based on market rates [5][6]. - The maximum daily balance for transactions is capped at 400 million yuan, and annual fees are limited to 20 million yuan [6]. Pricing Policy - Deposit rates will be aligned with those of major domestic commercial banks, while loan rates will not exceed those of similar loans from these banks [5][6]. Agreement Terms - The agreement is set to last for three years, with provisions for both parties to ensure compliance with regulatory requirements and maintain confidentiality [6][11]. Purpose and Impact of the Transaction - The agreement aims to lower financing costs, effectively manage financial risks, and enhance the company's cash flow and financing channels, benefiting the company and its shareholders [11][12]. Approval Process - The transaction has been approved by the company's board and independent directors, with related parties abstaining from voting. It will require shareholder approval, with related shareholders also abstaining [12][13].

Core Viewpoint - The company has established a risk management plan to effectively prevent, control, and resolve financial risks associated with its financial operations through its wholly-owned subsidiary, the financial company [1][2]. Group 1: Risk Management Structure - A risk prevention and disposal leadership group has been formed, led by the company's president, with members from various departments including finance and compliance [2][3]. - The office under the leadership group is responsible for daily risk management tasks and maintaining communication with the financial company [2]. Group 2: Risk Reporting and Disclosure - The company has implemented a financial risk reporting system, requiring regular updates to the board and necessary disclosures [3][4]. - Prior to depositing funds with the financial company, the company must verify the financial company's credentials and review its audited financial reports [3]. Group 3: Risk Disposal Procedures - Specific conditions trigger the activation of risk disposal procedures, including violations of regulatory requirements and significant financial distress at the financial company [5][6]. - An emergency response team will be established to manage risk mitigation efforts, ensuring all departments adhere to the unified command of the team [6]. Group 4: Post-Risk Management - After resolving any financial risks, the leadership group will reassess the financial company's risk profile and may adjust deposit levels accordingly [10][11]. - The company will cease to make new deposits if certain adverse conditions arise, such as overdue payments or significant credit risk events [11].

Core Viewpoint - The company is entering into a financial service agreement with its controlling subsidiary, Beijing New Cooperation Commercial Development Co., Ltd., and Supply and Marketing Group Financial Co., Ltd., to enhance financial management and reduce financing costs [1][10]. Group 1: Related Transactions Overview - The financial service agreement includes services such as deposits, settlement, credit, and management of special funds for the "New Network Project" [1]. - The daily deposit balance at Supply and Marketing Financial Co., Ltd. will not exceed RMB 100 million, and the comprehensive credit limit provided to the commercial development company will not exceed RMB 300 million, with a validity period of one year [1][10]. Group 2: Related Party Information - Supply and Marketing Financial Co., Ltd. is a wholly-owned subsidiary of China Supply Group Co., Ltd., which is under the actual control of the All-China Federation of Supply and Marketing Cooperatives [2][3]. - As of December 31, 2024, Supply and Marketing Financial Co., Ltd. reported total assets of RMB 100 million and a net profit of RMB 35.73 million [2]. Group 3: Pricing Policy and Basis - The deposit service interest rate will float within the legal range based on the benchmark interest rate published by the People's Bank of China [4]. - Settlement services will be provided free of charge during the agreement's validity period [5]. - The credit service rates will not exceed those available from other domestic financial institutions under similar conditions [5][7]. Group 4: Financial Service Agreement Main Content - The agreement allows the commercial development company to choose other financial institutions for services, ensuring competitive pricing and service quality [6][10]. - The financial services provided include deposit accounts, payment and collection services, credit services, and other financial advisory services [6][8]. Group 5: Risk Assessment and Control Measures - A risk assessment report by Daixin Accounting Firm indicates that Supply and Marketing Financial Co., Ltd. has a sound internal control system and complies with relevant regulations [10][11]. - The company has established a risk disposal plan to safeguard funds and manage risks associated with financial transactions [11]. Group 6: Historical Related Transactions - As of May 28, 2025, the commercial development company had a deposit balance of RMB 965.36 million and a loan principal balance of RMB 200 million with Supply and Marketing Financial Co., Ltd. [11].

Core Viewpoint - The company has established a risk management plan to effectively prevent, control, and resolve financial risks associated with its banking activities through Tianjin Tianbao Financial Company, ensuring the safety of its funds [1][2]. Group 1: Risk Management Structure - A risk management leadership group has been formed, led by the company's general manager, with members from various departments responsible for organizing risk prevention and resolution efforts [1]. - The financial management department is tasked with the specific implementation of the risk management plan, while other departments are responsible for coordinating and executing risk prevention measures [1][2]. Group 2: Risk Monitoring and Reporting - Relevant departments must enhance risk monitoring, ensuring timely information from the financial company and assessing its operational status and liquidity [2]. - A risk assessment reporting system has been established, requiring regular and ad-hoc reports to the board of directors, in compliance with legal and regulatory requirements [2][3]. Group 3: Risk Assessment and Evaluation - Before signing financial service agreements, the leadership group must evaluate the financial company's operational qualifications and risk status, submitting a risk assessment report to the board [3]. - Regular risk assessments are mandated, with at least biannual reports to the board to determine the continuation of agreements based on risk evaluations [3]. Group 4: Risk Response Procedures - The company will initiate risk response procedures if the financial company exhibits specific risk indicators, ensuring timely disclosure of relevant information [4][5]. - Upon activation of risk response procedures, the leadership group will gather detailed information from the financial company and assess the adequacy of its response measures [5]. Group 5: Post-Risk Management - After resolving sudden financial risks, the leadership group will enhance supervision of the financial company, requiring it to strengthen its financial capacity and reassess risk levels [6]. - A thorough analysis of the causes and consequences of any financial risks will be conducted to derive lessons learned, with actions taken to withdraw deposits if risks cannot be mitigated [6].

General Overview - The document outlines a risk management plan for the financial services business conducted by Shaanxi Natural Gas Co., Ltd. and its subsidiaries with Shaanxi Yanchang Petroleum Finance Co., Ltd. [1][2] Risk Management Structure - A financial risk prevention and disposal leadership group is established, led by the company's general manager, responsible for overseeing financial risk management with members from various departments [3][4] - The leadership group is tasked with coordinating risk prevention measures and reporting on the financial status and risk conditions of Yanchang Finance Company [2][3] Risk Reporting and Disclosure - A financial business risk reporting mechanism is established to regularly or temporarily report to the board of directors [2][3] - Prior to depositing funds with Yanchang Finance Company, the company must review the latest audited financial reports and risk indicators, and disclose risk assessment reports after board approval [2][3] Risk Disposal Procedures - The leadership group must initiate risk disposal procedures if certain conditions arise, such as violations of financial regulations or significant financial distress at Yanchang Finance Company [4][5] - Specific triggers for risk disposal include non-compliance with regulatory indicators, liquidity crises, or significant operational changes [4][5] Emergency Response Measures - Upon risk initiation, an emergency response team is formed to assess the situation and implement risk mitigation strategies [6][7] - Measures may include halting new loans, recovering funds, or selling financial assets to manage liquidity [6][7] Post-Risk Management - After risk resolution, the leadership group will enhance supervision of Yanchang Finance Company and reassess the risk profile of ongoing financial services [8] - The group will analyze the causes of risks and improve the risk prevention and disposal mechanisms, potentially ceasing related financial services if risks cannot be mitigated [8]

Core Viewpoint - The company intends to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. to enhance fund utilization efficiency and optimize settlement processes, which constitutes a related party transaction [1][2]. Summary by Sections Related Party Transaction Overview - The company plans to renew the Financial Services Agreement with China Electric Power Finance Co., Ltd. for services including deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [1][4]. - The transaction has been approved by the company's board and supervisory committee and will be submitted for shareholder approval [1][2]. Related Party Information and Relationship - China Electric Power Finance Co., Ltd. is a state-owned limited liability company, with total assets of 251.87 billion RMB and net assets of 49.96 billion RMB as of December 31, 2024 [3]. - The controlling shareholder of the company is the State Grid Information Communication Industry Group, which holds 43.86% of the shares [3][4]. Main Content of the Agreement - The services provided by China Electric Power Finance include deposits, settlements, loans, bill acceptance and discounting, bond underwriting, and financial advisory services [4]. - The average daily deposit balance with China Electric Power Finance will not exceed 2 billion RMB, with a maximum daily balance of 4 billion RMB [4]. Pricing Principles and Agreement Duration - The deposit interest rates will not be lower than those offered by major commercial banks for similar deposits [4]. - The agreement is effective from the date of approval at the 2024 annual general meeting until the 2025 annual general meeting [4]. Transaction Purpose and Impact - The financial services provided by China Electric Power Finance are efficient and beneficial for improving the company's fund settlement efficiency [5]. - The transaction is conducted fairly and does not harm the interests of the company or its non-related shareholders [5]. Review Procedures - The audit committee and independent directors have reviewed and approved the agreement, confirming compliance with legal regulations and fair pricing [6][8].