Group 1 - The core point of the article is that Zhejiang Zhenyang Development Co., Ltd. and Zhejiang Huhangyong Expressway Co., Ltd. are planning a share swap merger, where Zhejiang Huhangyong will issue A-shares to acquire all shareholders of Zhenyang Development [1] - The board of Zhenyang Development conducted a thorough analysis and concluded that the transaction complies with Article 11 of the Major Asset Restructuring Management Measures for Listed Companies [1] - The board confirmed that the transaction adheres to legal and regulatory requirements, ensuring that the company meets the conditions for stock listing and that debt handling is lawful [1]

Group 1 - The company, Zhejiang Zhenyang Development Co., Ltd., is planning a share swap merger with Zhejiang Hangzhou-Ningbo Expressway Co., Ltd. [1] - The board of directors has implemented confidentiality measures to control the dissemination of sensitive information related to the transaction [1] - The company has established a record of insiders and a memorandum of significant transaction progress to prevent insider information leakage [1]

Core Viewpoint - The board of Zhejiang Zhenyang Development Co., Ltd. confirms that there are no circumstances under which the parties involved in the merger with Zhejiang Huhangning Expressway Co., Ltd. are prohibited from participating in the major asset restructuring as per the relevant regulations [1][2]. Summary by Relevant Sections - The transaction involves Zhejiang Huhangning issuing A-shares to all shareholders of Zhenyang Development for a share swap merger [1]. - The board states that all parties involved, including controlling shareholders and management, have not been subject to any investigations or penalties related to insider trading in the last 36 months [1][2]. - The board's statement serves to clarify compliance with the regulatory guidelines regarding major asset restructuring and abnormal trading [2].

Core Viewpoint - Zhejiang Zhenyang Development Co., Ltd. is planning a share swap merger with Zhejiang Huhangyong Expressway Co., Ltd. through the issuance of A-shares to all shareholders of Zhenyang Development [1] Summary by Relevant Sections - The transaction involves Zhejiang Huhangyong issuing A-shares to acquire Zhenyang Development, which is classified as a major asset restructuring under regulatory guidelines [1] - According to the regulations, any asset purchases or sales within the last twelve months must be cumulatively calculated if they involve the same or related assets [1] - As of the date of this announcement, Zhenyang Development has confirmed that there have been no asset purchases or sales in the past twelve months that need to be included in the cumulative calculation for this transaction [1]

Group 1 - The core point of the article is that the transaction between Zhejiang Zhenyang Development Co., Ltd. and Zhejiang Huhangyong Expressway Co., Ltd. does not constitute a restructuring listing as defined by the relevant regulations [1] - The transaction involves Zhejiang Huhangyong issuing A-shares to acquire all shares of Zhenyang Development, leading to Zhenyang's termination of listing and cancellation of legal status [1] - Both companies have had the same controlling shareholder, Zhejiang Provincial Transportation Investment Group Co., Ltd., for the past 36 months, ensuring that control remains unchanged post-transaction [1]

证券代码：603213 证券简称：镇洋发展 公告编号：2025-044 转债代码：113681 转债简称：镇洋转债 浙江镇洋发展股份有限公司 第二届董事会第二十七次会议决议公告 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、董事会会议召开情况 浙江镇洋发展股份有限公司（以下简称"公司"或"镇洋发展" ）第二 届董事会第二十七次会议于 2025 年 9 月 2 日在浙江省宁波市镇海区宁波石 化经济技术开发区海天中路 655 号 712 会议室以现场结合通讯方式召开。 会议通知已于 2025 年 8 月 27 日以书面形式送达。本次会议应出席董事 9 名，实际出席董事 9 名。会议由董事长沈曙光先生主持，监事、高级管理 人员列席。本次会议的召集、召开和表决程序均符合《公司法》 《公司章程》 及相关法律法规的规定。 二、董事会会议审议情况 本次会议对以下议案进行逐项审议并表决，形成如下决议： （一）审议通过《关于本次交易符合上市公司重大资产重组相关法律 法规规定的议案》 浙江沪杭甬高速公路股份有限公司（以下简称"浙江沪杭甬" ...

Core Viewpoint - Zhejiang Hu-Hang-Yong Highway Co., Ltd. plans to absorb and merge with Zhejiang Zhenyang Development Co., Ltd. through a share exchange, with the aim of enhancing its business scope and operational efficiency [9][21]. Group 1: Transaction Overview - The transaction involves Zhejiang Hu-Hang-Yong issuing A-shares to exchange for all shares held by Zhenyang Development, leading to Zhenyang's delisting and eventual dissolution [9][21]. - The exchange ratio is set at 1:1.0800, meaning each share of Zhenyang will convert into 1.0800 shares of Zhejiang Hu-Hang-Yong [11][12]. - The A-share issuance price for Zhejiang Hu-Hang-Yong is determined at RMB 13.50 per share, with a premium of 29.83% over Zhenyang's average share price of RMB 11.23 [10][11]. Group 2: Financial Implications - Following the merger, Zhejiang Hu-Hang-Yong will inherit all assets, liabilities, and operations of Zhenyang, thereby expanding its business into the chemical sector [26][27]. - The total number of A-shares to be issued for the merger is approximately 477,246,833 shares, based on Zhenyang's total share capital of 441,895,215 shares [12][21]. - The merger is expected to optimize the governance structure and enhance resource allocation efficiency, thereby strengthening the company's competitive position [27]. Group 3: Shareholder Rights and Obligations - Shareholders of both companies who oppose the merger will have the right to request cash compensation for their shares, with the cash offer being provided by the controlling shareholder, Traffic Group [15][19]. - The merger will not change the actual controller of Zhejiang Hu-Hang-Yong, which remains Traffic Group, ensuring continuity in management and strategic direction [25][26]. - The cash dividend policy post-merger will ensure a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [25].

Overview of the Merger - The merger involves Zhejiang Huhangyong Expressway Co., Ltd. absorbing Zhejiang Zhanyang Development Co., Ltd. through a share exchange, with Zhejiang Huhangyong as the absorbing party and Zhejiang Zhanyang as the absorbed party [10][23] - After the merger, Zhejiang Zhanyang will terminate its listing and eventually deregister as a legal entity, while Zhejiang Huhangyong will inherit all assets, liabilities, and rights of Zhejiang Zhanyang [10][23] Share Exchange Details - The share exchange ratio is set at 1:1.0800, meaning each share of Zhejiang Zhanyang will be exchanged for 1.0800 shares of Zhejiang Huhangyong [12][13] - The issuance price for Zhejiang Huhangyong's A shares is set at RMB 13.50 per share, with a premium of 29.83% over the average price of Zhejiang Zhanyang's shares [11][12] Financial Implications - As of the signing of the proposal, Zhejiang Zhanyang has a total share capital of 441,895,215 shares, leading to the issuance of approximately 477,246,833 shares of Zhejiang Huhangyong for the merger [13] - The merger is classified as a major asset restructuring, with Zhejiang Huhangyong's total assets exceeding 50% of Zhejiang Zhanyang's total assets as of the end of 2024 [27] Regulatory and Compliance Aspects - The transaction is considered a related party transaction due to both companies being controlled by the same entity, the Transportation Group [27] - The merger does not constitute a restructuring listing, as there has been no change in control within the last 36 months [27] Cash Dividend Policy - Following the merger, Zhejiang Huhangyong plans to implement a cash dividend policy, ensuring a minimum annual cash distribution of RMB 0.4100 per share for the next three years, subject to legal and regulatory compliance [28] Business Impact - The merger is expected to enhance Zhejiang Huhangyong's operational capabilities, as it combines its expressway management expertise with Zhejiang Zhanyang's focus on chemical products, including chlor-alkali products and high-purity hydrogen [28]

Group 1 - The independent directors of Zhejiang Zhenyang Development Co., Ltd. held their third special meeting on September 2, 2025, to review the proposed share swap merger with Zhejiang Huhangyong Expressway Co., Ltd. [1] - The meeting concluded that the company meets all legal and regulatory requirements for the transaction, as outlined in the Major Asset Restructuring Management Measures and other relevant laws [1][2] - The merger plan and its summary were deemed truthful, accurate, and complete, with all necessary legal procedures and associated risks disclosed [1] Group 2 - Following the completion of the transaction, Zhejiang Huhangyong will consider annual net profit and cash flow when arranging profit distribution, ensuring no harm to the interests of the company and its shareholders, particularly minority shareholders [2]

镇洋发展公告，公司正在筹划由浙江沪杭甬向公司全体股东发行A股股份以换股吸收合并公司。因该交 易尚在筹划阶段，相关事项存在重大不确定性，镇洋发展于2025年8月20日开始停牌，并于2025年9月3 日复牌。公司于2025年9月2日召开董事会，审议通过了相关议案，涉及的审计、估值等相关工作尚未完 成，暂不召开股东会审议交易事项。交易方案仍需经过公司董事会和股东会的审议批准，并获得相应的 批准、核准或同意，存在不确定性。投资者需注意相关风险。 ...