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晶华微: 北京高朋(杭州)律师事务所关于杭州晶华微电子股份有限公司2025年第一次临时股东大会之法律意见书
Zheng Quan Zhi Xing· 2025-07-29 16:43
Core Viewpoint - The legal opinion letter issued by Gaopeng & Partners confirms the legality and validity of the procedures and results of the 2025 First Extraordinary General Meeting of Shareholders of Hangzhou Jinghua Microelectronics Co., Ltd. [1][16] Group 1: Meeting Procedures - The board of directors convened on July 10, 2025, to approve the proposal for the extraordinary general meeting, which was announced on July 12, 2025 [5] - The meeting took place on July 29, 2025, at the specified location and time, with the voting conducted through both on-site and online platforms [5][6] Group 2: Attendance and Voting - A total of 76 shareholders and representatives attended the meeting, representing 67,320,558 shares, which is 55.0593% of the total voting shares [6][8] - The online voting involved 69 shareholders, representing 1,076,277 shares, accounting for 0.8946% of the total voting shares [8] Group 3: Voting Results - The proposal regarding the extension, termination, and adjustment of investment projects was approved with 99.9006% in favor [9] - The proposal to change registered capital and adjust profit distribution policies was also approved with 99.8983% in favor [11] - The proposal to revise and establish governance systems received 99.9397% approval [12] - All proposals presented at the meeting were passed with significant majorities, confirming the shareholders' support [10][16]
*ST华微(600360) - 吉林华微电子股份有限公司关于控股股东部分股份被司法标记的公告
2025-07-25 12:15
证券代码:600360 证券简称:*ST 华微 公告编号:2025-057 吉林华微电子股份有限公司 公司于近日通过中国证券登记结算有限责任公司上海分公司系统查询,获悉 公司控股股东上海鹏盛所持有的公司部分股份被司法标记,具体情况如下: 一、上市公司股份被司法标记 (一)本次股份被标记基本情况 1 / 3 截至本公告披露日,吉林华微电子股份有限公司(以下简称"公司")控股 股东上海鹏盛科技实业有限公司(以下简称"上海鹏盛")持有公司 214,326,656 股股份,占公司总股本的 22.32%,该部分股份已全部质押给公 司全资子公司吉林麦吉柯半导体有限公司(以下简称"麦吉柯"),其中 1,698,113 股股份被司法标记,占其所持公司股份比例为 0.79%,占公司总 股本比例为 0.18%。 2025 年 6 月 25 日,上海鹏盛与吉林省亚东国有资本投资有限公司(以下简 称"亚东投资")签署了《股份转让协议》,上海鹏盛拟将其所持公司全部股 份转让给亚东投资。本次上海鹏盛持有的 1,698,113 股股份(占公司总股本 的 0.18%)被司法标记,该部分股份过户需取得人民法院出具的准许过户的 法律文书,可能对 ...
*ST华微(600360) - 吉林华微电子股份有限公司关于吉林省亚东国有资本投资有限公司收到《经营者集中反垄断审查不实施进一步审查决定书》暨控制权拟发生变更的进展公告
2025-07-25 12:15
证券代码:600360 证券简称:*ST 华微 公告编号:2025-058 吉林华微电子股份有限公司关于 吉林省亚东国有资本投资有限公司收到 《经营者集中反垄断审查不实施进一步审查决定书》 暨控制权拟发生变更的进展公告 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。 2025 年 7 月 25 日,吉林华微电子股份有限公司(以下简称"公司")收到吉 林省亚东国有资本投资有限公司(以下简称"亚东投资")发来的通知,亚东投资 已于近日收到国家市场监督管理总局出具的《经营者集中反垄断审查不实施进一 步审查决定书》(反执二审查决定〔2025〕432 号),具体情况如下: 一、本次交易基本情况概述 2025 年 6 月 25 日,公司控股股东上海鹏盛科技实业有限公司(以下简称"上 海鹏盛")与亚东投资、公司及全资子公司吉林麦吉柯半导体有限公司签署《股份 转让协议》,上海鹏盛拟将其持有的公司 214,326,656 股股份(占公司总股本的 22.32%)转让给亚东投资,转让价款优先用于偿还上海鹏盛及其关联方占用公司 资金余额(扣减上海鹏盛 ...
新股发行及今日交易提示-20250724
HWABAO SECURITIES· 2025-07-24 09:14
New Stock Issuance - Multiple companies are scheduled for new stock issuance on July 24, 2025, including *ST Zitian (300280) and ST Nanzhi (002305) [1] - Significant announcements were made for companies like Guosheng Tang (300436) and Huayin Power (600744) on July 17 and July 15, respectively [1] Trading Alerts - Companies such as Gaoguan Min Explosive (002827) and Zhongyan Dadi (003001) have recent trading alerts as of July 24, 2025 [1] - A total of 50 companies have been flagged for abnormal trading fluctuations, indicating potential market volatility [2] Market Trends - The report highlights a trend of increased market activity with numerous companies announcing significant changes in stock status [1] - The presence of multiple *ST (Special Treatment) companies suggests heightened scrutiny and potential risk for investors [1] Regulatory Compliance - Companies are required to disclose significant announcements to ensure transparency in trading activities [1] - The report emphasizes the importance of monitoring announcements to assess market conditions and investment risks [1]
新股发行及今日交易提示-20250723
HWABAO SECURITIES· 2025-07-23 09:32
New Stock Listings - Tech Source Group issued shares at a price of 10.88 CNY[1] - Shanda Power issued shares at a price of 14.66 CNY[1] Market Alerts - ST Zitian reported an equity date on July 21, 2025, with a link to the announcement[1] - Guangshengtang experienced severe abnormal fluctuations, with an announcement on July 17, 2025[1] - Huayin Power had an announcement on July 15, 2025, regarding market conditions[1] - Multiple companies including Shangwei New Materials, China Power Construction, and Jiangnan Chemical had announcements on July 23, 2025, regarding market activities[1] Abnormal Fluctuations - Companies such as ST Weier and ST Huadong reported significant fluctuations with announcements on July 21, 2025[2] - ST Jinyi and ST Yundong also reported abnormal fluctuations with announcements on July 17, 2025[2]
*ST华微(600360) - 吉林华微电子股份有限公司关于被吉林证监局责令改正及公司股票被实施退市风险警示并被继续实施其他风险警示相关事项的进展公告
2025-07-22 11:18
证券代码:600360 证券简称:*ST 华微 公告编号:2025-056 吉林华微电子股份有限公司 关于被吉林证监局责令改正及公司股票被实施退市风险警示 并被继续实施其他风险警示相关事项的进展公告 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: 一、责令改正事项的基本情况及可能被实施退市风险警示的原因 公司于 2025 年 2 月 12 日收到中国证监会吉林监管局下发的《关于对吉林华微 电子股份有限公司、上海鹏盛科技实业有限公司采取责令改正措施的决定》(吉证 监决〔2025〕4 号),根据《上海证券交易所股票上市规则》(2025 年 4 月修订)第 9.4.1 条等相关规定,若公司未能按照责令改正要求在 6 个月内(2025 年 8 月 12 日前)清收 149,067.82 万元被占用资金,上交所将对公司股票实施停牌,停牌后 两个月内仍未完成整改的,上交所将对公司股票交易实施退市风险警示。具体内容 详见公司于 2025 年 2 月 13 日披露的《吉林华微电子股份有限公司关于收到中国证 券监督管理委员会吉林 ...
晶华微: 国泰海通证券股份有限公司关于杭州晶华微电子股份有限公司首次公开发行部分限售股上市流通的核查意见
Zheng Quan Zhi Xing· 2025-07-21 16:14
Core Viewpoint - The article discusses the verification opinions regarding the listing and circulation of restricted shares for Hangzhou Jinghua Microelectronics Co., Ltd. following its initial public offering (IPO) on the Sci-Tech Innovation Board [1][8]. Group 1: Listing and Circulation of Restricted Shares - The restricted shares being listed for circulation are part of the company's IPO, with a lock-up period of 36 months from the date of listing [2][6]. - A total of 21,294,000 shares will be released for circulation, representing 17.61% of the company's total share capital [2][6]. - The shares will become tradable starting from July 29, 2025, as the lock-up period expires [2][6]. Group 2: Changes in Share Capital - The company's total share capital has changed from 92,974,389 shares to 93,126,248 shares following the completion of the first vesting period of the 2023 restricted stock incentive plan [3]. - As of the date of the verification opinion, the total share capital stands at 120,891,094 shares, with the newly listed restricted shares accounting for 17.61% of this total [4]. Group 3: Commitments from Shareholders - Shareholders holding restricted shares have made commitments not to transfer or manage their shares during the lock-up period and to comply with relevant regulations regarding shareholding changes [5]. - The actual controller and significant shareholders have committed to adhering to the lock-up arrangements and will announce any share reductions in advance [5]. Group 4: Verification by the Sponsor Institution - The sponsor institution, Guotai Junan Securities, has verified that all commitments made by the shareholders regarding the restricted shares have been strictly adhered to [8]. - The institution confirms that the listing and circulation of the restricted shares comply with relevant regulations and that the information disclosed by the company is accurate and complete [8].
独家|股权转让异议若获受理,吉林国资入主ST华微或生变
Di Yi Cai Jing· 2025-07-13 11:33
Core Viewpoint - The transfer of all shares of ST Huamei by its controlling shareholder Shanghai Pengsheng to Yadong Investment for the repayment of 1.49 billion yuan in funds has sparked significant controversy and market attention [1][2]. Group 1: Share Transfer and Financial Implications - Shanghai Pengsheng plans to transfer 214 million shares of ST Huamei, representing 22.32% of the total share capital, to Yadong Investment for 1.556 billion yuan, which will be used to repay the 1.49 billion yuan fund occupation and interest [3][4]. - The actual controller of ST Huamei will change to the Jilin Provincial State-owned Assets Supervision and Administration Commission following this transfer [4]. - The transfer price was later adjusted to 1.62 billion yuan after negotiations [12]. Group 2: Legal and Regulatory Issues - Wang Yufeng's family has submitted an objection letter to the Shanghai Stock Exchange regarding the share transfer, citing unresolved disputes and potential asset transfer to evade debts [4][5]. - The Shanghai Stock Exchange has acknowledged receipt of the objection and will process it according to relevant regulations [4]. - Regulatory scrutiny began over a year ago, with the China Securities Regulatory Commission investigating non-operating fund occupation by Shanghai Pengsheng, which amounted to 1.49 billion yuan as of October 2024 [11][12]. Group 3: Stakeholder Reactions - Market participants and creditors of Shanghai Pengsheng have raised concerns about the legitimacy of the share transfer and its implications for debt recovery [2][5]. - Shanghai Jiuzhou Hongda has also expressed concerns regarding debt disputes with Shanghai Pengsheng, claiming that the asset transfer could lead to significant financial losses for creditors [10].
吉林华微电子股份有限公司2025年半年度业绩预告
Core Viewpoint - Jilin Huamei Electronics Co., Ltd. expects significant growth in net profit for the first half of 2025, with projections indicating an increase of 44.99% to 71.62% compared to the same period last year [2][4]. Financial Performance Summary - The company anticipates a net profit attributable to shareholders ranging from 98 million to 116 million yuan, representing a year-on-year increase of 3,040.86 million to 4,840.86 million yuan [2][4]. - The projected net profit after deducting non-recurring gains and losses is expected to be between 105.19 million and 123.19 million yuan, reflecting a substantial increase of 93.74% to 126.90% compared to the previous year [2][4]. Previous Year Comparison - For the same period last year, the net profit attributable to shareholders was 67.59 million yuan, and the net profit after deducting non-recurring gains and losses was 54.29 million yuan [6]. Reasons for Performance Increase - The increase in performance is attributed to enhanced operational management efficiency, improved customer communication, and the ability to meet personalized customer needs, leading to growth in sales orders and revenue [8].
晶华微: 国泰海通证券股份有限公司关于杭州晶华微电子股份有限公司募投项目延期、终止以及增加实施内容、实施主体、实施地点的核查意见
Zheng Quan Zhi Xing· 2025-07-11 16:25
Fundraising Overview - The company raised a total of RMB 1,047,987,200.00 from the issuance of 16.64 million shares at a price of RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2] - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2] Project Status - As of May 31, 2025, the company has invested RMB 19,993.20 million in the "Smart Health Medical ASSP Chip Upgrade and Industrialization Project," which represents 26.66% of the planned investment of RMB 75,000.00 million [2] - The company has been using its own funds and acceptance bills to pay for project-related expenses, with plans to replace these with raised funds in subsequent quarters [2] Project Delays - The company plans to adjust the expected completion dates for its fundraising projects due to the semiconductor market's cyclical adjustments and structural demand declines, as well as the rapid technological iterations in the industry [4][22] - The company has decided to delay the purchase of office space due to the overall downturn in the real estate market since 2022, opting to conduct project research and development in existing facilities [5] Project Necessity and Feasibility - The "Smart Health Medical ASSP Chip Upgrade and Industrialization Project" is deemed necessary due to the increasing importance of national health and the government's strategic push for health initiatives [6] - The project aligns with national policies promoting the health industry and is supported by local government initiatives, creating favorable conditions for implementation [6][12] Termination of Project - The "High-Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" is proposed to be terminated due to the unfavorable market conditions and the high competition in the semiconductor industry [13][14] - The remaining funds of RMB 15,284.06 million from the terminated project will be kept in the special account and used for new projects with strong profitability and growth potential [16] Adjustments to Project Implementation - The company plans to increase the scope of the "R&D Center Construction Project" to include the development of smart home control chips, reflecting a strategic shift towards the smart home market [19][20] - The implementation will now involve a wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to optimize resource allocation and ensure project success [17][19] Regulatory Compliance - The adjustments to the fundraising projects have been approved by the board and supervisory committee and will be submitted for shareholder approval, ensuring compliance with relevant regulations [21][24] - The company emphasizes that these changes will not adversely affect its normal operations or shareholder interests, aligning with its long-term strategic goals [22][23]