民生证券股份有限公司 关于山东力诺医药包装股份有限公司 与关联方共同投资设立合资公司暨关联交易的核查意见 民生证券股份有限公司（以下简称"民生证券"或"保荐机构"）作为山东 力诺医药包装股份有限公司（以下简称"力诺药包"或"公司"）向不特定对象 发行可转换公司债券的保荐机构，根据《证券发行上市保荐业务管理办法》《深 圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律监管指引第 《深圳证券交易所上市公司自律监管指引第 2 号——创业板 上市公司规范运作》等有关规定，对力诺药包与关联方共同投资设立合资公司暨 关联交易事项进行了核查，具体情况如下： 一、关联交易概况 （一）关联交易的基本情况 本次共同投资方力诺集团为公司控股股东力诺投资控股集团有限公司的控 股股东，根据《深圳证券交易所创业板股票上市规则》及《公司章程》等相关规 定，力诺集团为公司关联法人，本次交易构成关联交易。 （三）本次交易的表决情况 公司于 2025 年 8 月 19 日召开第四届董事会第十二次会议，审议通过了《关 于与关联方共同投资设立合资公司暨关联交易的议案》，该议案已经公司第四届 董事会独立董事专门会议 2025 年第五次会议审 ...

Core Viewpoint - Qingdao Dingxin Communication Co., Ltd. plans to sell its wholly-owned subsidiary, Qingdao Haina Shuzhi Media Technology Co., Ltd., for 240 million yuan, citing the need to improve asset operation efficiency and reduce management costs [2][3]. Group 1: Company Performance - The company expects a significant loss of 190 million to 227 million yuan in the first half of 2025, nearly quadrupling the loss of 48.648 million yuan from the same period last year [3]. - The decline in performance is attributed to the core business facing "dual blows," with the power business being blacklisted by major state-owned power companies, leading to a sharp decrease in orders [3][6]. - The fire protection business is also suffering due to the ongoing adjustment in the real estate sector, resulting in a significant drop in revenue [3][6]. Group 2: Asset Sale Details - The sale of Haina Shuzhi, which has only been operational for five months, is seen as a way to alleviate liquidity pressure for the company [3][5]. - The transaction will involve a payment of 240 million yuan in three installments, with the first installment of 24 million yuan due by July 31, 2025 [5]. - The buyer, Qingdao Tongchuang Huitai Industrial Investment Co., Ltd., is backed by the Qingdao Municipal Finance Bureau and has strong financial capabilities, with total assets of 6.693 billion yuan and net assets of 3.777 billion yuan as of the end of 2024 [4]. Group 3: Long-term Concerns - There are concerns that the asset sale will not fundamentally reverse the company's performance decline, as restrictions on the power business and weak recovery in the fire protection sector are expected to persist [6]. - The rapid establishment, capital increase, and sale of the same asset within five months raise questions about the company's strategic planning [6]. - Investors are cautioned about the ongoing performance decline and potential further asset disposals, as the company has not provided detailed plans for improving its performance [6].

Transaction Overview - The company plans to transfer 6,060,606 shares of Guangzhou Kaiyun Development Co., Ltd., representing 5.5556% of its total shares, to Guangzhou Kaide Asset Operation Co., Ltd. for a total price of RMB 20,424,242.22 [4][10] - The transfer is based on the company's current development strategy, aimed at optimizing asset structure, improving liquidity, and enhancing cash flow [4][10] Regulatory Compliance - The sale does not require approval from the board of directors or shareholders, as per the relevant regulations [2] - The transaction is not classified as a related party transaction or a major asset restructuring [2] Financial Data of the Target Company - As of December 31, 2023, the total assets of the target company were RMB 467,497,679.67, with total liabilities of RMB 168,367,923.21 and total equity of RMB 299,129,756.46 [6] - The target company's revenue for 2023 was RMB 413,279,090.86, with a net profit attributable to the parent company [6] Pricing and Payment Terms - The share price for the transfer is set at RMB 3.37 per share, based on a special asset appraisal report [7][8] - Payment terms include an initial payment of 70% of the total price within 15 days of the agreement's effectiveness, followed by the remaining payment after the share transfer registration [8][9] Impact on the Company - Post-transaction, the company will no longer hold shares in the target company, which is expected to enhance its asset liquidity and operational funding [10] - The financial impact of the sale will be confirmed in the company's subsequent audited financial reports [10]

Group 1 - Beijing Yizhuang Automotive Technology Development Company has been established with a registered capital of 50 million yuan [1] - The legal representative of the company is Zhao Wenda [1] - The business scope includes non-residential real estate leasing, enterprise management, property management, park management services, supply chain management services, and real estate development and operation [1] Group 2 - The company is wholly owned by Beijing Yizhuang Investment Holding Co., Ltd. [1]