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*ST天茂: 中信建投证券股份有限公司关于天茂实业集团股份有限公司主动终止上市的财务顾问意见
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange and subsequently apply for transfer to the National Small and Medium Enterprises Share Transfer System for management in the delisting section [2][12]. Group 1: Company Overview - Company Name: Tianmao Industrial Group Co., Ltd. - Stock Listing Location: Shenzhen Stock Exchange - Stock Code: 000627 - Registered Capital: 494,062.92 million RMB - Main Business: Engaged in insurance business through subsidiaries Guohua Life and Huarui Insurance [4][11]. Group 2: Delisting Plan - The company intends to withdraw its A-share listing due to significant uncertainties arising from business restructuring, aiming to protect the interests of minority shareholders [12][16]. - The delisting proposal has been approved by more than two-thirds of the voting rights at the shareholders' meeting [17]. Group 3: Financial Advisor's Opinion - The financial advisor, CITIC Construction Investment Securities Co., Ltd., confirms that the delisting plan complies with relevant regulations and that the information disclosed meets the requirements of the Shenzhen Stock Exchange [16][17]. - The financial advisor has verified that the company’s announcement documents are accurate and complete, and the delisting process has been conducted independently without conflicts of interest [6][16]. Group 4: Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders, allowing them to receive cash compensation for their shares, excluding certain restricted shares [13][15]. - The cash option price is set at 1.60 RMB per share, with the registration date for eligible shareholders on September 2, 2025 [15].
罗曼股份(605289.SH)拟1.96亿元收购武桐高新39.23%股权
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - Roman Co., Ltd. plans to acquire 39.23% equity stake in Wu Tong High-tech for 196 million yuan, which will enhance its market presence and operational capabilities [1] Group 1: Acquisition Details - The acquisition involves a cash payment of 196 million yuan for the stake in Shanghai Wu Tong Tree High-tech Co., Ltd. [1] - Upon completion of the transaction, Wu Tong High-tech will be included in Roman's consolidated financial statements as a subsidiary [1] Group 2: Strategic Implications - The target company specializes in AIDC computing power infrastructure integration services, which aligns with Roman's strategic goals [1] - The transaction is expected to facilitate deeper collaboration in technology research and development, as well as enhance market resource synergy between Roman and Wu Tong High-tech [1] - This partnership aims to improve customer cooperation stability and loyalty, thereby diversifying revenue sources and increasing profit growth potential for the company [1]
建发致新: 子公司、参股公司简要情况
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Points - Shanghai Jianda Zhixin Medical Technology Group Co., Ltd. (hereinafter referred to as "Jianda Zhixin" or "the Company") is applying for an initial public offering (IPO) and listing on the Growth Enterprise Market [1] - As of January 31, 2025, the Company has 97 wholly-owned subsidiaries and 17 branches, with no associated companies [1] - The report provides detailed financial data for several subsidiaries, including total assets, net assets, and net profits [1][2][3][4][5][6][10] Subsidiary Overview - The Company has a total of 97 subsidiaries, all of which are wholly owned [1] - Key financial metrics for some subsidiaries include: - Beijing Zhixin: Total assets of 114,734.02 million yuan, net assets of 16,950.37 million yuan, and net profit of 614.85 million yuan [1] - Tianjin Zhixin: Total assets of 15,718.64 million yuan, net assets of 3,040.77 million yuan, and net profit of 794.68 million yuan [1] - Hebei Zhixin: Total assets of 21,757.38 million yuan, net assets of 3,040.77 million yuan, and net profit of 794.68 million yuan [1] - The subsidiaries are primarily engaged in medical device direct sales [1][2][3][4][5][6][10] Financial Performance - The financial performance of the subsidiaries shows a mix of profitability and losses: - Some subsidiaries reported net profits, while others reported losses, indicating variability in performance across the group [2][4][5][6][10] - The report highlights the importance of these subsidiaries in contributing to the overall financial health of Jianda Zhixin [1][2][3][4][5][6][10]
建发致新: 中信证券股份有限公司关于公司首次公开发行股票并在创业板上市的发行保荐书
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - The document outlines the underwriting and sponsorship of Shanghai C&D INNOSTIC Medical Technology Group Co., Ltd.'s initial public offering (IPO) on the ChiNext board by CITIC Securities, emphasizing the company's compliance with relevant laws and regulations, and its strong growth potential in the medical device industry [2][8]. Section 1: Basic Information of the Securities Issuance - The underwriting institution is CITIC Securities Co., Ltd. [4] - The issuer, Shanghai C&D INNOSTIC Medical Technology Group Co., Ltd., was established on August 30, 2010, and transformed into a joint-stock company on November 8, 2017, with a registered capital of 358.095232 million RMB [3][4]. Section 2: Underwriting Institution's Commitment - CITIC Securities has conducted due diligence and confirmed that the issuer meets the legal requirements for the IPO, ensuring that the application documents are accurate and complete [7][8]. Section 3: Underwriting Institution's Opinions on the Securities Issuance - The underwriting institution believes that the issuer possesses the necessary conditions for the IPO, including a sound governance structure, strong operational performance, and a promising development outlook [8][10]. - The issuer's main business is the direct sales and distribution of medical devices, which aligns with national industrial policies and development strategies [10][12]. Section 4: Financial Performance - The company's revenue for the reporting periods was 1,188.2474 million RMB, 1,544.3269 million RMB, and 1,792.2751 million RMB, with year-on-year growth rates of 29.97% and 16.06% for 2023 and 2024, respectively [22]. - The net profit for the same periods was 189.2198 million RMB, 226.8766 million RMB, and 273.7902 million RMB, with increases of 19.90% and 20.68% for 2023 and 2024 [22]. Section 5: Industry Positioning - The issuer operates in the medical device distribution sector, which is classified under "F515 Medical and Medical Equipment Wholesale" according to national industry standards, and is compliant with the ChiNext board's industry requirements [18][21]. - The issuer's business model incorporates innovative technologies such as information management and IoT to enhance operational efficiency and reduce costs in the medical device supply chain [19][20]. Section 6: Risk Factors - The company faces risks associated with high asset-liability ratios and low liquidity ratios, which could impact its operational stability if financing conditions tighten [21][22]. - The issuer's reliance on major suppliers and potential changes in supplier relationships could adversely affect its business operations [26][30].
*ST天茂: 国浩律师(上海)事务所关于天茂实业集团股份有限公司主动终止上市之法律意见书
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - Tianmao Industrial Group Co., Ltd. has decided to voluntarily terminate its listing on the Shenzhen Stock Exchange to protect the interests of minority shareholders amid significant uncertainties in its business structure [5][6]. Group 1: Company Overview - Tianmao Group is registered with a capital of RMB 4,940.63 million and is located in Jingmen City, Hubei Province [6]. - The company was established on November 18, 1993, and operates as a public limited company [6]. Group 2: Termination of Listing Plan - The company plans to withdraw its A-share stock from the Shenzhen Stock Exchange through a resolution passed by the shareholders' meeting [6]. - Following the termination of the listing, the company will apply to transfer its stock to the National Equities Exchange and Quotations for management in the delisting section [6]. Group 3: Approval Process - The termination of the listing requires approval from more than two-thirds of the voting rights held by shareholders present at the meeting [6]. - The decision must also be sanctioned by the Shenzhen Stock Exchange [6]. Group 4: Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders who oppose the termination of the listing, allowing them to receive cash compensation for their shares [7]. - The cash option will be available to all A-share shareholders registered on the cash option record date, excluding certain major shareholders [7][8]. Group 5: Legal Compliance - The legal opinion confirms that the termination process complies with relevant laws and regulations, and the necessary internal decision-making procedures have been followed [8].
建发致新: 中国证监会关于同意公司首次公开发行股票注册的批复
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Points - The China Securities Regulatory Commission (CSRC) has approved the initial public offering (IPO) registration application of Shanghai Jianda Zhi New Medical Technology Group Co., Ltd [1] - The approval allows the company to issue stocks and list on the Growth Enterprise Market [1] - The company must strictly adhere to the submitted prospectus and underwriting plan during the stock issuance process [1] Regulatory Details - The approval is valid for 12 months from the date of registration [1] - The company is required to report any significant events to the Shenzhen Stock Exchange before the completion of the stock issuance [1]
建发致新: 发行人及其他责任主体作出的与发行人本次发行上市相关的其他承诺事项
Zheng Quan Zhi Xing· 2025-09-04 13:19
Group 1 - The issuer and other responsible entities have made commitments related to the issuance and listing of the company [1] - There is a specific commitment regarding information disclosure for shareholders of Shanghai Jianda Zhi Xin Medical Supply Chain Management Group Co., Ltd [1]
建发致新: 股东大会、董事会、监事会、独立董事、董事会秘书制度的建立健全及运行情况说明
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - The company has established and improved its governance structures, including the shareholders' meeting, board of directors, supervisory board, independent directors, and board secretary system, in preparation for its initial public offering on the Growth Enterprise Market [1][2][4][5][6]. Shareholders' Meeting System - The company has adopted its Articles of Association and rules for the shareholders' meeting, establishing a standardized system that allows shareholders to exercise their rights in accordance with the Company Law and the Articles of Association [1]. - The shareholders' meeting has convened 11 times during the reporting period, adhering to legal and regulatory requirements to protect the rights of the company and its shareholders [1]. Board of Directors System - The board of directors, consisting of 9 members, is responsible for managing the company's operations and is accountable to the shareholders' meeting [2][3]. - The board has held meetings in compliance with the Articles of Association and has effectively participated in decision-making regarding profit distribution, listing plans, and the appointment of senior management [3]. Supervisory Board System - The supervisory board, composed of 3 members, serves as the company's oversight body, ensuring the protection of the rights of the company, shareholders, and employees [4]. - The supervisory board has convened 16 meetings during the reporting period, fulfilling its responsibilities in accordance with legal and regulatory requirements [4]. Independent Directors System - The company has appointed 3 independent directors, ensuring that they constitute at least one-third of the board, and has established guidelines for their roles and responsibilities [5]. - Independent directors actively participate in decision-making and have contributed to the protection of minority shareholders' rights and the overall governance structure [5]. Board Secretary System - The board secretary is responsible for information disclosure, investor relations, and organizing board and shareholders' meetings, ensuring compliance with relevant regulations [6]. - Since the appointment of the board secretary, the company has maintained effective communication with shareholders and has contributed to the improvement of the governance structure [6].
建发致新: 与投资者保护相关的承诺
Zheng Quan Zhi Xing· 2025-09-04 13:19
Group 1 - The issuer and its actual controllers, major shareholders, and senior management have made important commitments regarding investor protection and the measures for non-fulfillment of these commitments [1]
建发致新: 审计委员会及其他专门委员会的设置情况说明
Zheng Quan Zhi Xing· 2025-09-04 13:19
上海建发致新医疗科技集团股份有限公司(以下简称"公司")申请首次公 开发行股票并在创业板上市,根据《首次公开发行股票注册管理办法》《公开发 行证券的公司信息披露内容与格式准则第 58 号——首次公开发行股票并上市申 请文件》等有关规定,现将审计委员会及其他专门委员会的设置情况说明如下: 一、专门委员会的建立健全情况 公司董事会下设战略、提名、薪酬与考核、审计四个专门委员会。专门委员 会成员全部由董事组成,其中薪酬与考核委员会、提名委员会、审计委员会中独 立董事占多数并担任召集人,审计委员会中担任召集人的独立董事是会计专业人 士。 上海建发致新医疗科技集团股份有限公司 关于审计委员会及其他专门委员会的设置情况说明 深圳证券交易所: 《董事会提名委员会工作细则》 《董事会薪酬与考核委员会工作细则》 《董 事会审计委员会工作细则》的议案,对战略委员会、提名委员会、薪酬与考核委 员会、审计委员会的人员组成、职责权限、评审及工作程序、议事规则等作出了 规定。自董事会各专门委员会设立至今,各委员能切实履行职责,保障了公司的 规范运行。 (以下无正文,为《上海建发致新医疗科技集团股份有限公司关于审计委员会及 其他专门委员会 ...