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突发!6700亿银行股出资100亿设立金融资产投资公司|盘后公告集锦
Sou Hu Cai Jing· 2025-07-16 13:23
Company Focus - Postal Savings Bank plans to invest 10 billion yuan to establish China Post Financial Asset Investment Co., Ltd [2] - Anker Innovation is currently researching and evaluating equity financing in the Hong Kong capital market [2] - Hoshine Silicon Industry's controlling shareholder intends to transfer 5.08% of the company's shares to Xiao Xiukun for a total price of 2.634 billion yuan [2] - Shantui Co., Ltd. plans to issue H-shares and list on the Hong Kong Stock Exchange [2] Investment & Contracts - Jindi Co., Ltd. signed an industrial project investment contract with the Bishan District government for no less than 1.5 billion yuan [2] - Tuoxin Pharmaceutical intends to increase capital by 10 million yuan in Jingsan Biological, which has achieved the preparation of high-purity ergotamine [2] Equity Changes - Wuchan Huaneng plans to acquire 100% equity of Nantah Lake Technology for 1.457 billion yuan [3] - A shareholder of Aisecurity plans to reduce their holdings by no more than 3% of the company's shares [2] Performance & Earnings - Tiande Yu expects a net profit of 152 million yuan for the first half of the year, a year-on-year increase of 50.89% [4] - Pinming Technology anticipates a year-on-year net profit increase of 232%-303% for the first half of 2025 [4] Contracts & Project Wins - Pinggao Electric won a project from the State Grid with a total amount of approximately 1.45 billion yuan [4] Financing & Capital Increase - Shangwei Co., Ltd. plans to issue shares to its controlling shareholder Fuhua Chemical to raise no more than 1.144 billion yuan [2] Stock Price Movements - Zhongchen Technology's revenue from humanoid robot-related products accounts for no more than 1% of total revenue [2]
尚纬股份: 尚纬股份有限公司第六届董事会独立董事专门会议第一次会议决议
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Points - The company held its first special meeting of the sixth board of independent directors on July 16, 2025, to discuss the issuance of shares to specific targets [1][2] - The independent directors unanimously approved the proposal for the company to issue shares to specific targets, confirming that the company meets all necessary qualifications and conditions [2][3] - The proposed issuance involves a maximum of 181,338,685 shares, which is not more than 30% of the company's total share capital after excluding treasury shares [4][5] Summary by Sections Issuance Proposal - The independent directors approved the proposal for the company to issue shares to specific targets, which will be submitted to the board's second meeting for further review [2][3] - The shares to be issued are domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2][3] - The issuance price is set at RMB 6.31 per share, which is not less than 80% of the average trading price over the previous 20 trading days [3][4] Subscription and Use of Proceeds - The controlling shareholder, Fuhua Chemical, will subscribe to all shares issued in cash [3][4] - The total amount raised from this issuance is expected to be no more than RMB 1,144.2471 million, which will be used for specified projects [5][6] Shareholder Return and Future Planning - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable profit distribution policy [9][10] - The independent directors believe that the plan aligns with legal regulations and does not harm the interests of shareholders, especially minority shareholders [9][10] Related Transactions and Authorizations - The independent directors approved the signing of a conditional share subscription agreement with Fuhua Chemical, which constitutes a related party transaction [11][12] - The board will seek authorization from the shareholders' meeting to handle all matters related to the share issuance [12][13] - The independent directors also agreed to exempt Fuhua Chemical from making a mandatory tender offer due to the increase in shareholding post-issuance [14][15] Previous Fund Usage Report - The company prepared a special report on the usage of previously raised funds, which was verified by an accounting firm [16]
尚纬股份: 公司未来三年(2025-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Viewpoint - The company has established a shareholder return plan for the next three years (2025-2027) to enhance its shareholder return mechanism and promote long-term and rational investment among investors [1][2]. Group 1: Factors Considered in the Plan - The plan considers the company's long-term sustainable development, operational performance, shareholder expectations, social capital costs, and external financing environment [1]. - It aims to create a stable and scientific return mechanism for investors while maintaining continuity in profit distribution policies [1]. Group 2: Principles of the Plan - The company will implement a continuous and stable profit distribution policy, focusing on reasonable returns for investors while ensuring sustainable development [2]. - Profit distribution will prioritize cash dividends when conditions allow, with the possibility of stock dividends or a combination of both [2]. Group 3: Conditions and Proportions for Profit Distribution - Cash dividends will be distributed if the company has positive distributable profits, receives an unqualified audit report, has sufficient cash flow, and does not have significant investment plans or cash expenditures [2]. - The company aims to distribute at least 10% of the distributable profits as cash dividends annually, subject to the approval of the annual general meeting [2]. Group 4: Disclosure Requirements for Low Dividend Distribution - If the total cash dividends distributed is less than 30% of the net profit attributable to shareholders, the company must disclose reasons, intended use of retained earnings, board meeting decisions, and independent directors' opinions [3][4]. Group 5: Distribution Plan Formulation and Execution - The profit distribution plan will be formulated considering the company's development stage, funding needs, and feedback from independent directors and public investors [4]. - The board's profit distribution proposal must be approved by the board and submitted to the shareholders' meeting for approval, with provisions for online voting to facilitate participation [4]. Group 6: Adjustments to the Profit Distribution Policy - The company may adjust its profit distribution policy in response to significant external events or changes in its operational situation, requiring a detailed written report and independent director review before submission to the shareholders' meeting [5].
尚纬股份: 关于最近五年被证券监管部门和交易所采取监管措施或处罚情况的公告
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Viewpoint - The announcement details the regulatory measures and penalties taken against Shangwei Co., Ltd. over the past five years, highlighting issues related to fund misuse and disclosure irregularities by the company's management. Summary by Sections Recent Regulatory Actions - Over the last five years, the company has not faced any penalties from regulatory authorities or exchanges [1] - On February 22, 2025, the Shanghai Stock Exchange issued a criticism against the company and its controlling shareholder, Li Guangsheng, for misusing company funds amounting to 20 million yuan, of which 15 million yuan has been recovered, leaving a balance of 5 million yuan [1][2] Disclosure Irregularities - The company failed to accurately disclose Li Guangsheng's shareholding information and changes in holdings, which led to regulatory scrutiny [2][5] - The company has committed to improving its internal control systems and enhancing training to prevent future occurrences of fund misuse and disclosure issues [3][7] Remedial Actions - Li Guangsheng has returned the misused funds, and the company has established a dedicated team to recover the remaining amount [3][6] - The company has implemented measures to strengthen internal controls, including training for all employees on risk awareness and compliance with relevant laws [7][8] Previous Warnings and Penalties - On June 28, 2024, the company received a verbal warning for delaying the construction of a project, which violated disclosure regulations [9] - In February 2022, the company faced warnings for improper stock trading activities by its management, including unauthorized share sales and short-term trading [10][11] Conclusion - The company has taken steps to address past issues and improve compliance with regulatory requirements, ensuring that similar incidents do not occur in the future [12]
尚纬股份: 关于公司与特定对象签署附条件生效的股份认购协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Viewpoint - The company plans to issue shares to a specific entity, Fuhua Chemical, which is its controlling shareholder, to raise funds for digital transformation and marketing initiatives, while this transaction is classified as a related party transaction and does not constitute a major asset restructuring [1][2][6]. Group 1: Overview of Related Transactions - The company intends to raise funds through a share issuance to Fuhua Chemical at a price of 6.31 RMB per share, with a total fundraising amount not exceeding 1,144.247 million RMB [2][6]. - The issuance will involve a maximum of 181,338,685 shares, representing no more than 30% of the company's total share capital prior to the issuance [8][14]. - The transaction is subject to approval from the company's board of directors, shareholders, and regulatory bodies [16]. Group 2: Information on the Related Party - Fuhua Chemical is the controlling shareholder of the company, holding 56.32% of its shares through various subsidiaries [4][5]. - The company operates in the chemical industry, focusing on the development and application of chemical products, including glyphosate and its formulations [4][5]. - Fuhua Chemical reported total assets of 1,344.052 million RMB and a net profit of 602.712 million RMB for the year ending December 31, 2024 [5]. Group 3: Purpose and Impact of the Transaction - The primary purpose of the share issuance is to support the company's digital transformation and marketing network construction, enhancing operational efficiency and market competitiveness [12][13]. - The funds raised will be allocated to digital upgrades, marketing initiatives, and working capital, which are expected to improve the company's core competitiveness and financial structure [13][14]. - The transaction will not alter the company's main business or its existing asset structure, ensuring that Fuhua Chemical remains the controlling shareholder post-issuance [14]. Group 4: Approval Process - The board of directors has reviewed and approved the related party transaction, with independent directors also endorsing the share issuance plan [15][16]. - The transaction requires further approval from the shareholders' meeting and regulatory authorities before implementation [16].
尚纬股份: 关于向特定对象发行股票摊薄即期回报、采取填补回报措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-07-16 12:11
Core Viewpoint - The company is issuing A-shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution [1][5]. Financial Impact of the Stock Issuance - The maximum number of shares to be issued is 181,338,685, which will increase the total share capital from 621,527,586 to 802,866,271 shares [2][3]. - The company estimates three scenarios for the impact on earnings per share (EPS) based on net profit changes: a 20% increase, no change, and a 20% decrease compared to 2024 [3][4]. - Under the assumption of a 20% increase in net profit, the diluted EPS (non-recurring) is projected to be 0.02 yuan per share post-issuance, compared to 0.01 yuan per share pre-issuance [4]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that align with the company's development strategy and industry trends, enhancing overall strength and benefiting all shareholders [5][6]. Relationship of Fundraising Projects to Existing Business - The funds will support digital upgrades, marketing initiatives, and working capital, which are essential for improving management efficiency and service capabilities [6]. Measures to Address Dilution of Immediate Returns - The company will manage the raised funds strictly according to regulations, ensuring they are used for the intended purposes [7]. - Governance structures will be enhanced to protect shareholder rights and ensure effective decision-making [7]. - Internal controls and talent management will be improved to boost operational efficiency and reduce costs [7]. - A profit distribution policy will be implemented to ensure consistent returns to investors [7]. Commitments from Relevant Parties - The controlling shareholder and management have committed to fulfilling the measures to compensate for the dilution of immediate returns, with legal accountability for any breaches [8][9].
尚纬股份: 尚纬股份有限公司前次募集资金使用情况专项报告
Zheng Quan Zhi Xing· 2025-07-16 12:10
Group 1 - The company raised a total of RMB 61,600 million through a private placement of shares, with a net amount of RMB 60,522.15 million after deducting issuance costs [1][5] - As of June 30, 2025, the company has invested RMB 32,584.91 million in projects funded by the raised capital, with a remaining balance of RMB 1,358.32 million in the special account [1][3] - The company has established multiple special accounts for the management of raised funds, ensuring compliance with regulations and transparency [2][3] Group 2 - The company has committed to invest in two main projects: the construction of special cables for rail transit and special cables for new energy, with actual investments reflecting changes in project implementation [4][5] - Changes in project locations and implementation entities have occurred, leading to a reduction in land area and optimized resource allocation, resulting in lower actual investment amounts compared to initial estimates [5][6] - The company generated RMB 1,487.81 million in interest income from temporarily idle raised funds, which were managed effectively [5][6] Group 3 - The company has permanently supplemented its working capital with RMB 28,106.56 million of surplus raised funds, following the completion of investment projects [5][6] - There have been no instances of external transfer or replacement of the raised funds investment projects [5] - The actual benefits realized from the investment projects are below the promised cumulative benefits by 20% or more, indicating a need for further assessment of project performance [6]
尚纬股份: 审计委员会关于公司向特定对象发行股票相关事项的审核意见
Zheng Quan Zhi Xing· 2025-07-16 12:10
(以下简称《公司法》)、 《中华人民共和国证 券法》 (以下简称《证券法》)、 尚纬股份有限公司审计委员会 关于公司2025年度向特定对象发行股票 相关事项的审核意见 根据《中华人民共和国公司法》 纬股份有限公司 2025 年度向特定对象发行股票募集资金使用可行性分析报告》, 前述报告符合公司和全体股东的利益,不存在损害公司及其股东尤其是中小股东 利益的情形。 机制,保持利润分配政策的连续性和稳定性,保护投资者的合法权益,便于投资 者形成稳定的回报预期,公司董事会根据《公司法》《上市公司监管指引第 3 号 ——上市公司现金分红》等相关文件要求以及《公司章程》等相关规定,制订了 《公司未来三年(2025-2027 年)股东回报规划》,符合有关法律、法规、规范性 文件及《公司章程》的规定,不存在损害公司及其股东尤其是中小股东利益的情 形。 所的相关要求,为保障中小投资者利益,公司就本次向特定对象发行事项对摊薄 即期回报的影响进行了认真分析,提出具体的填补回报措施,且相关主体关于保 证公司填补即期回报措施能够得到切实履行作出了承诺,符合有关法律、法规、 规范性文件及《公司章程》的规定,不存在损害公司及其股东尤其是中 ...
尚纬股份: 关于提请股东大会批准认购对象免于发出收购要约的公告
Zheng Quan Zhi Xing· 2025-07-16 12:10
尚纬股份有限公司(以下简称"公司")于 2025 年 7 月 16 日召开第六届董 事会第二次会议,审议通过了《关于公司 2025 年度向特定对象发行股票方案的 议案》《关于提请股东会批准认购对象免于发出收购要约的议案》等相关议案。 证券代码:603333 证券简称:尚纬股份 公告编号:临 2025-047 尚纬股份有限公司 关于提请股东会批准认购对象 免于发出收购要约的公告 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个别及连带 责任。 因此,公司董事会审议通过了《关于提请股东会批准认购对象免于发出收购 要约的议案》,本议案尚需提交股东会审议,待公司股东会非关联股东批准福华 化学免于发出收购要约后,福华化学在本次发行中取得公司向其发行新股的行为 符合《上市公司收购管理办法》第六十三条规定的免于要约收购条件。 若中国证券监督管理委员会、上海证券交易所对于免于要约收购、限售期的 相关政策有不同安排或变化的,则按照中国证券监督管理委员会、上海证券交易 所的最新政策安排或变化执行。 特此公告。 尚纬股份有限公司董事会 二〇二五年七月十七日 ...
尚纬股份: 尚纬股份有限公司募集资金使用管理制度
Zheng Quan Zhi Xing· 2025-07-16 12:10
第一章 总 则 《中华人民共和国证券法》 《上市公 司募集资金监管规则》 《上海证券交易所股票上市规则》 (以下简称"《上市规则》") 《上海证券交易所上市公司自律监管指引第 1 号——规范运作》等有关法律、法 规和规范性文件规定和《尚纬股份有限公司章程》 (以下简称" 《公司章程》")的 规定,结合公司实际情况,特制定本制度。 第一条 为进一步规范尚纬股份有限公司(以下简称"公司")募集资金的管 理和使用,提高募集资金使用的效率,防范资金风险,确保资金安全,切实保护 投资者利益,根据《中华人民共和国公司法》 第二条 本制度所称募集资金是指公司通过发行股票或者其他具有股权性质 的证券,向投资者募集并用于特定用途的资金,不包括公司为实施股权激励计划 募集的资金。 第三条 募集资金的使用应遵循集中管理、周密计划、预算控制、规范运作、 公开透明的原则。 第四条 公司募集资金应当按照招股说明书或者其他公开发行募集文件所列 用途使用,不得擅自改变用途。 第五条 公司控股股东、实际控制人及其他关联人不得直接或者间接占用或 者挪用公司募集资金,不得利用公司募集资金及募集资金投资项目获取不正当利 益。 公司控股股东、实际控制 ...