证券代码：603825 证券简称：华扬联众 公告编号：2025-080 华扬联众数字技术股份有限公司 关于向控股股东新增反担保额度暨关联交易的公告 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。 重要内容提示： ? 担保对象及基本情况 湖南 湘 江 新区 发展 集 团 有限 公司 被担保人名称 （以下简称"湘江集团"） ?控股股东、实际控制人及其控制 的主体 被担保人关联关系 □上市公司董事、监管、高级管理 人员及其控制或者任职的主体 担保对 □其他______________ 象 本次担保金额 100,000 万元 实际为其提供的担保余额 100,000 万元 □是 □否 ?不适用：本次为新 是否在前期预计额度内 增反担保额度 本次担保是否有反担保 ?是 □否 □不适用：_________ ? 累计担保情况 对外担保逾期的累计金额（万元） 0.00 截至本公告日上市公司及其控股 子公司对外担保总额（万元） 对外担保总额占上市公司最近一 期经审计净资产的比例（%） ?对外担保总额超过最近一期经审计净资产 ?担保金额超过上市公司 ...

Core Viewpoint - The announcement details the restructuring of the controlling shareholder of Longyan Kaolin Co., Ltd., where the Longyan Municipal State-owned Assets Supervision and Administration Commission plans to transfer a 20% stake in Longyan Investment Development Group Co., Ltd. to Longyan Investment Development Group, which will indirectly acquire over 30% of the company's shares, exempting it from mandatory tender offer obligations under relevant regulations [1][2]. Group 1: Acquisition Overview - The Longyan Municipal State-owned Assets Supervision and Administration Commission will transfer a 20% stake in Longyan Investment Development Group, leading to the latter becoming the controlling shareholder of the company [1][2]. - The acquisition will not change the actual controller of the company, which remains the Longyan Municipal State-owned Assets Supervision and Administration Commission [2]. - The acquisition aligns with the provisions of the "Measures for the Administration of Acquisitions of Listed Companies," allowing for exemption from mandatory tender offers due to government approval of asset transfers [2][3]. Group 2: Shareholding Structure - Before the acquisition, Longyan Investment Development Group held 49.55% of the company, while its concerted action partner, Longyan Hongtong Investment Co., Ltd., held 3.35%, resulting in a combined control of 52.90% by the actual controller [4]. - Post-acquisition, Longyan Investment Development Group will acquire a 51.04% stake in Longyan Investment Development Group, becoming the indirect controlling shareholder, while the actual controller's and direct controlling shareholder's ownership percentages will remain unchanged [4][5]. - The company will prepare a summary of the acquisition report in compliance with relevant laws and regulations, ensuring timely disclosure of information regarding the acquisition's progress [4].

Core Points - The document outlines the rules for the shareholders' meeting of Harbin Hato Investment Co., Ltd, emphasizing the protection of shareholders' legal rights and the responsibilities of the board of directors [1][2][3] Group 1: General Provisions - The rules are established to ensure the lawful rights of the company and its shareholders, in accordance with relevant laws and regulations [1] - The company must strictly follow legal and regulatory requirements when convening shareholders' meetings [1][2] - The shareholders' meeting has specific powers, including electing directors, approving profit distribution plans, and making decisions on major asset transactions [1][2][3] Group 2: Types of Shareholders' Meetings - Shareholders' meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the fiscal year [2] - Temporary meetings must be convened within two months under certain conditions, such as insufficient directors or significant losses [2] Group 3: Meeting Procedures - The board of directors is responsible for convening the shareholders' meeting within the specified timeframe [5] - Legal opinions must be obtained for the legality of the meeting's procedures and results [4][5] Group 4: Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary proposals ten days before the meeting [8] - Notifications for meetings must include essential details such as time, location, and agenda [9][10] Group 5: Voting and Resolutions - Voting rights are assigned based on shares held, with each share representing one vote [24] - Resolutions can be ordinary or special, requiring different majorities for approval [15][16] - The results of the voting must be announced promptly, including details of the attendees and voting outcomes [20][21] Group 6: Supervision and Compliance - The document stipulates that the company must comply with legal requirements for convening meetings, and failure to do so may result in penalties from regulatory bodies [23][24] - Any violations by directors or board secretaries can lead to disciplinary actions [24][25]

Core Viewpoint - The company emphasizes the accuracy and completeness of its quarterly report, ensuring no false records or misleading statements exist, and that all responsible parties bear legal liability for the report's content [2][3]. Financial Data - The quarterly report is not audited [3][12]. - Non-recurring gains and losses include a tax exemption amounting to 1,500.00 yuan [3]. - The company does not require retrospective adjustments or restatements of previous accounting data [3]. Shareholder Information - The report includes details on the total number of ordinary shareholders and the shareholding status of the top ten shareholders [4]. - There are no changes in the share lending situation of major shareholders compared to the previous period [4]. Significant Transactions - A rental contract was signed with an affiliate for a total amount of 11.96 million yuan for office space [4][5]. - Another rental agreement was made for a total of up to 26.5 million yuan over five years [5]. - A contract for a distributed photovoltaic power generation project was approved, with a total amount not exceeding 6.3 million yuan [5]. - The company has engaged in various leasing agreements and transactions with affiliates, including a total of 2.65 million yuan for office space and 2.37 million yuan for the overall rental of the Zhihui Bay Innovation Center [7][8]. Financial Guarantees - The company has approved a total guarantee amount of up to 500 million yuan for two subsidiaries [9]. Profit Distribution - The company has approved a profit distribution plan for the year 2024, details of which are available in a separate announcement [10]. Financial Statements - The report includes consolidated balance sheets, profit statements, and cash flow statements, all prepared in accordance with the relevant accounting standards [11][12].