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*ST宇顺: 董事会关于本次交易履行法定程序的完备性、合规性及提交的法律文件的有效性的说明
Zheng Quan Zhi Xing· 2025-07-14 16:27
Group 1 - The company plans to acquire 100% equity of several data technology firms through cash payment [1][2] - The company has engaged independent financial, legal, auditing, and evaluation advisors, ensuring confidentiality measures are in place [1][2] - The independent directors have reviewed the transaction and confirmed it aligns with legal regulations and benefits all shareholders [2] Group 2 - The company has prepared a draft report on the major asset purchase and signed a conditional asset purchase agreement with the counterparties [2] - The board of directors has made written declarations ensuring the authenticity and completeness of the legal documents submitted for the transaction [2][3] - The company asserts that all legal procedures for the transaction are complete, compliant, and valid according to relevant laws and regulations [3]
*ST宇顺: 关于公司向控股股东申请借款额度暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-14 16:27
Group 1 - The company plans to borrow RMB 1.7 billion from its controlling shareholder, Shanghai Fengwang Industrial Co., Ltd., for a term of 36 months at the prevailing loan interest rate set by the People's Bank of China [1][4] - The independent directors unanimously approved the proposal to borrow from the controlling shareholder, with no votes against or abstentions [2][7] - The total amount of various related transactions with Shanghai Fengwang since the beginning of the year until the announcement date is RMB 63.8 million [4][6] Group 2 - Shanghai Fengwang holds 29.99% of the company's total shares and is classified as a related party under the Shenzhen Stock Exchange's regulations [1][3] - As of June 30, 2025, Shanghai Fengwang reported total assets of RMB 334.39 million and a net asset deficit of RMB 1.58 million [3] - The borrowing agreement does not require the company to provide any collateral or guarantees, ensuring a fair and reasonable transaction that does not harm the interests of the company or its shareholders [4][7]
*ST宇顺: 董事会关于本次重大资产重组采取的保密措施和保密制度的说明
Zheng Quan Zhi Xing· 2025-07-14 16:27
Core Viewpoint - The company is planning to acquire 100% equity of several data technology firms through cash payment, which constitutes a significant asset restructuring [1][2]. Group 1: Transaction Details - The company intends to purchase equity from Kai Xing Limited, Zheng Jia Limited, and Shanghai Hui Zhi Ding Management Consulting Co., Ltd. [1] - The transaction involves acquiring stakes in Zhong En Yun (Beijing) Data Technology Co., Ltd., Beijing Shen Hui Bi Yuan Cloud Computing Technology Co., Ltd., and Zhong En Yun (Beijing) Data Information Technology Co., Ltd. [1] Group 2: Confidentiality Measures - The company has implemented strict confidentiality measures in accordance with relevant laws and regulations, including the Securities Law of the People's Republic of China and the Management Measures for Major Asset Restructuring of Listed Companies [1][2]. - A confidentiality agreement has been signed with relevant parties, and the scope of sensitive information has been limited to ensure compliance with legal obligations [2]. - The company has ensured that no insider information has been publicly disclosed or leaked prior to legal disclosure [2].
*ST宇顺: 董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性及评估定价公允性的说明
Zheng Quan Zhi Xing· 2025-07-14 16:27
Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. is planning to acquire 100% equity of three companies, which constitutes a major asset restructuring. The board of directors has conducted a thorough review of the independence of the evaluation agency, the reasonableness of the evaluation assumptions, the relevance of the evaluation methods to the purpose, and the fairness of the evaluation pricing [1][2]. Group 1 - The evaluation agency appointed for this transaction is Shenzhen Junrui Asset Appraisal Co., Ltd., which complies with the relevant provisions of the Securities Law. The agency and its evaluators have no relationships or conflicts of interest with the company or the target companies [1]. - The evaluation assumptions and limitations set by the evaluation agency adhere to national regulations and market practices, indicating their reasonableness [1][2]. - The purpose of the evaluation is to determine the market value of the target assets as of the evaluation benchmark date, providing a reference for the transaction value [2]. Group 2 - The evaluation agency used both the asset-based method and the income method for the asset valuation, ultimately selecting the income method as the final evaluation result, which aligns with the requirements of the China Securities Regulatory Commission [2]. - The evaluation results objectively and fairly reflect the actual situation of the evaluation objects as of the benchmark date, ensuring that there is no harm to the interests of the company and minority shareholders [2]. - The board of directors believes that the evaluation agency is independent, the evaluation assumptions are reasonable, the selected evaluation methods are appropriate, and the evaluation results are fair and just, with no detriment to the interests of the company and its shareholders [2].
*ST宇顺: 浙商证券股份有限公司关于宇顺电子本次重组前发生业绩异常或本次重组存在拟置出资产情形的专项核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - The independent financial advisor, Zheshang Securities, conducted a special review of Shenzhen Yushun Electronics Co., Ltd. regarding its major asset restructuring, confirming that the company has complied with relevant regulations and has no significant issues with its financial commitments or operations [1][2][3]. Group 1: Commitment Fulfillment - The company and related parties have fulfilled their public commitments since its listing, with no irregularities noted [2][3]. - The independent financial advisor found no instances of unfulfilled commitments or non-compliance with regulations [2][3]. Group 2: Operational Compliance - Over the past three years, the company has adhered to its internal regulations regarding related transactions and external guarantees, with no violations reported [3][4]. - The independent financial advisor confirmed that there have been no administrative or criminal penalties against the company or its key personnel during this period [5][6]. Group 3: Financial Performance and Accounting Compliance - The company’s financial reports for the last three years received unqualified audit opinions, indicating compliance with accounting standards [10][11]. - There were no instances of fictitious transactions or profit manipulation identified in the company’s financial practices [12][16]. Group 4: Asset Evaluation and Restructuring - The current restructuring does not involve any asset disposals, and the evaluation methods used for any assets are deemed reasonable and compliant with operational realities [16].
*ST宇顺: 浙商证券股份有限公司关于本次交易摊薄即期回报情况及相关填补措施的核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - The company plans to acquire 100% equity of three data technology firms through cash payment, and the independent financial advisor has assessed that this transaction will not dilute the immediate return per share [2][3][6]. Impact on Earnings Per Share - The transaction is expected to have no adverse effect on the company's immediate earnings per share, as it involves cash payment and does not introduce new shares [2][3]. - The projected net profits for the company are 94.78 million yuan, 173.42 million yuan, and 44.91 million yuan, respectively, for the previous periods [3]. Measures to Mitigate Dilution Risk - The company has established a robust corporate governance structure and will enhance its internal controls to improve operational efficiency and profitability [3][4]. - The company will strengthen the integration of the acquired firms to enhance overall profitability and asset quality, thereby maximizing shareholder value [4]. Profit Distribution Policy - The company aims to refine its profit distribution policy to better protect shareholder interests, maintaining stable dividend distribution before the transaction and potentially revising it afterward [4]. Commitments from Major Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations or harm its interests, ensuring adherence to regulatory requirements [5]. - They have also pledged to link their compensation to the execution of measures aimed at mitigating any potential dilution of immediate returns [5]. Independent Financial Advisor's Opinion - The independent financial advisor confirms that the transaction will likely increase the company's basic earnings per share and that the proposed measures to address any potential dilution are practical and feasible [6].
*ST宇顺: 浙商证券股份有限公司关于本次交易符合《关于加强证券公司在投资银行类业务中聘请第三方等廉洁从业风险防控的意见》的相关规定的核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., constituting a significant asset restructuring [2]. Group 1: Transaction Details - The transaction includes the acquisition of Zhong'en Cloud (Beijing) Data Technology Co., Ltd., Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., and Zhong'en Cloud (Beijing) Data Information Technology Co., Ltd. [2]. - The independent financial advisor, Zheshang Securities, confirms that there are no direct or indirect paid third-party hires in this transaction [3]. Group 2: Compliance and Verification - The independent financial advisor conducted a review and found that the company has only hired necessary third-party intermediaries, including legal and auditing firms, in compliance with relevant laws and regulations [3]. - The company has engaged overseas law firms to verify the qualifications of the transaction counterparties, ensuring adherence to the regulatory requirements [2][3].
*ST宇顺: 浙商证券股份有限公司关于本次交易符合《上市公司重大资产重组管理办法》第十一条规定的核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., and it complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [2][9]. Compliance with National Policies - The transaction aligns with national industrial policies as the target companies provide data center infrastructure services to large internet companies, which are not classified as restricted or eliminated industries [2]. - The transaction adheres to laws and regulations regarding environmental protection, land management, anti-monopoly, foreign investment, and outbound investment, with no significant violations reported [2][3]. Stock Listing Conditions - The transaction will not affect the stock structure or total equity of the listed company, ensuring compliance with the stock listing conditions as per the Securities Law and Shenzhen Stock Exchange rules [3][4]. Fair Asset Pricing - The asset pricing for the transaction is fair and based on evaluations from independent asset appraisal institutions, ensuring no harm to the rights and interests of the listed company and its shareholders [4][5]. Clear Asset Ownership - The ownership of the assets involved in the transaction is clear, with no legal obstacles to the transfer of assets, and the handling of related debts is lawful [5][6]. Enhancement of Operational Capability - The transaction is expected to enhance the listed company's operational capabilities by adding a data center business, improving asset quality, and ensuring long-term stable development [6][7]. Independence from Actual Controllers - The transaction maintains the independence of the listed company from its actual controllers and related parties in various aspects, complying with the relevant regulations of the China Securities Regulatory Commission [7][8]. Governance Structure - The transaction will not significantly alter the existing governance structure of the listed company, which is already compliant with the Company Law and Securities Law, and will further enhance governance practices [8][9].
*ST宇顺: 北京观韬律师事务所关于深圳市宇顺电子股份有限公司内幕信息知情人登记制度的制定和执行情况的专项核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - Shenzhen Yushun Electronics Co., Ltd. is undergoing a significant asset acquisition involving the purchase of 100% equity in three companies, with legal opinions provided by Beijing Guantao Law Firm to ensure compliance with relevant laws and regulations [1][2]. Group 1: Legal Framework and Compliance - The legal opinions are based on various laws including the Company Law of the People's Republic of China, the Securities Law, and regulations regarding major asset restructuring [1][2]. - The law firm has confirmed that all necessary original documents and statements have been provided by the parties involved, ensuring no concealment or significant omissions [2][3]. - The firm has committed to fulfilling its legal responsibilities and has conducted thorough verification of the legality and compliance of the transactions [2][3]. Group 2: Insider Information Management - The company has established an Insider Information Knowledge Person Registration System, which includes provisions for confidentiality and accountability [3][4]. - During the planning of the transaction, the company implemented measures to limit the dissemination of sensitive information and maintained a registry of individuals privy to insider information [3][4]. - The company has adhered to legal requirements regarding the disclosure of insider information and has ensured that all involved parties comply with confidentiality obligations [4].
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Jin Shi Shu Ju· 2025-07-14 15:35
Group 1 - New Yi Sheng expects a net profit increase of 327.68%-385.47% for the first half of 2025, reaching between 37 billion to 42 billion yuan, driven by growth in AI-related computing power demand and product structure optimization [2][4] - Xinghui Entertainment plans to sell 99.66% of its stake in the Spanish club Espanyol for 1.3 billion euros, with half of the payment in cash and the other half in shares [3] - *ST Yushun intends to acquire 100% of three companies for a total of 33.5 billion yuan, aiming to diversify its business into data center infrastructure services and related products [4] Group 2 - Salted Fish plans to reduce its shareholding by up to 2.04%, with a major shareholder intending to sell 5,455,572 shares [5] - Lian Microelectronics expects a net loss of approximately 1.21 billion yuan for the first half of 2025 [6] - Meinian Health anticipates a net loss of 1.92 billion to 2.36 billion yuan for the first half of 2025, with revenue expected to decline by 0.12%-5.83% [7] Group 3 - Chengdi Xiangjiang forecasts a net profit of 28 million to 42 million yuan for the first half of 2025, marking a turnaround from a loss of 69.29 million yuan in the previous year [8] - Jinpu Titanium plans to acquire 100% of Nanjing Lide Oriental Rubber and Plastic Technology Co., Ltd., with stock resuming trading after the announcement [9] - Bohai Leasing expects a net loss of 1.8 billion to 2.4 billion yuan for the first half of 2025 due to goodwill impairment from a subsidiary's asset sale [10] Group 4 - Foton Motor anticipates a net profit increase of approximately 87.5% for the first half of 2025, reaching about 777 million yuan [11] - Shenwan Hongyuan expects a net profit growth of 92.66%-111.46% for the first half of 2025, estimating profits between 4.1 billion to 4.5 billion yuan [12] - Ganfeng Lithium predicts a net loss of 5.5 billion to 3 billion yuan for the first half of 2025, an improvement from a loss of 7.6 billion yuan in the previous year [13] Group 5 - Suzhou Planning intends to acquire 100% of Beijing Dongjin Aviation Technology Co., Ltd., with stock resuming trading after the announcement [14] - Xiangyang Bearing expects a net loss of approximately 13 million yuan for the first half of 2025, slightly worse than the previous year's loss [15] - Tianqi Lithium forecasts a net profit of 0 to 1.55 billion yuan for the first half of 2025, a significant improvement from a loss of 5.2 billion yuan in the previous year [16] Group 6 - Shandong Gold anticipates a net profit increase of 84.3%-120.5% for the first half of 2025, estimating profits between 2.55 billion to 3.05 billion yuan [17] - Yunnan Geology expects a net profit of 16 million to 23 million yuan for the first half of 2025, marking a turnaround from a loss in the previous year [18] - Four-dimensional Map expects a net loss of 319 million to 268 million yuan for the first half of 2025, with revenue growth of 3.07%-14.30% [19] Group 7 - Tangrenshen anticipates a net loss of 54 million to 69 million yuan for the first half of 2025, a significant decline from the previous year's profit [20] - Changbai Mountain expects a net loss of 2.58 million to 1.58 million yuan for the first half of 2025, with revenue decreasing by approximately 7.48% [21] - Jiu Gui Jiu predicts a net profit of 8 million to 12 million yuan for the first half of 2025, a decline of 90.08%-93.39% compared to the previous year [22] Group 8 - Hengsheng Electronics expects a net profit increase of 740.95% for the first half of 2025, estimating profits around 251 million yuan [23] - Qixia Construction anticipates a net profit of 5.5 million to 8 million yuan for the first half of 2025, driven by increased project completions [24] - Poly Development expects a net profit decrease of 63.15% for the first half of 2025, estimating profits around 27.35 billion yuan [25] Group 9 - Anyuan Coal anticipates a net loss of 259 million to 310 million yuan for the first half of 2025, worsening from the previous year's loss [26] - Zhonghua Equipment plans to acquire 100% of Yiyang Rubber Machine and Beihua Machine, with stock suspension expected for no more than 10 trading days [27] - Bayi Steel expects a net loss of 650 million to 700 million yuan for the first half of 2025, primarily due to weak market conditions [28] Group 10 - Yuegui Co. anticipates a net profit increase of 58.67%-77.12% for the first half of 2025, estimating profits between 215 million to 240 million yuan [29] - Dalian Friendship expects a net loss of 38 million to 30 million yuan for the first half of 2025, with revenue impacted by tax-related issues [30] - Hangfa Power expects a net profit decrease of 84.53%-86.55% for the first half of 2025, estimating profits around 80 million to 92 million yuan [31] Group 11 - Dongfang Zirconium anticipates a net profit increase of 141.77%-156.80% for the first half of 2025, estimating profits between 25 million to 34 million yuan [32] - Hangzhou Steel expects a net profit decrease of 2% from a major shareholder's planned reduction [33] - Jingao Technology predicts a net loss of 2.5 billion to 3 billion yuan for the first half of 2025, worsening from the previous year's loss [34] Group 12 - Shanshan Co. expects a net profit increase of 810.41%-1265.61% for the first half of 2025, estimating profits between 160 million to 240 million yuan [35] - Guocheng Mining anticipates a net profit increase of 1046.75%-1174.69% for the first half of 2025, estimating profits between 493 million to 548 million yuan [36] - Jindi Group expects a net loss of 3.4 billion to 4.2 billion yuan for the first half of 2025, with significant declines in revenue [37] Group 13 - Founder Securities anticipates a net profit increase of 70%-80% for the first half of 2025, estimating profits between 22.96 billion to 24.32 billion yuan [38] - Hasi Lian expects a net loss of 98 million to 80 million yuan for the first half of 2025, a significant decline from the previous year [39] - Lanhua Ketech expects a net profit decrease of 89.12%-92.75% for the first half of 2025, estimating profits between 40 million to 60 million yuan [40] Group 14 - Shanxi Securities anticipates a net profit increase of 58.17%-70.72% for the first half of 2025, estimating profits between 5.04 billion to 5.44 billion yuan [41] - Xinda Real Estate expects a net loss of 3.5 billion to 3.9 billion yuan for the first half of 2025, with significant declines in revenue [42] - Xiangcai Co. anticipates a net profit increase of 63.64%-118.19% for the first half of 2025, estimating profits between 12 million to 16 million yuan [43] Group 15 - Longi Green Energy expects a net loss of 2.4 billion to 2.8 billion yuan for the first half of 2025, despite an increase in sales volume [44] - Wentai Technology anticipates a net profit increase of 178%-317% for the first half of 2025, estimating profits between 390 million to 585 million yuan [45] - Ruida Futures expects a net profit increase of 50.56%-83.15% for the first half of 2025, estimating profits between 206 million to 251 million yuan [46] Group 16 - Debang Co. anticipates a net profit decrease of 84.26%-87.86% for the first half of 2025, estimating profits between 40 million to 52 million yuan [47] - Jin Yi Culture expects a net loss of 20 million to 32 million yuan for the first half of 2025, a significant decline from the previous year [48] - Hongdian Film expects a net profit increase of 103.55%-160.09% for the first half of 2025, estimating profits between 180 million to 230 million yuan [49] Group 17 - Qiaqia Food anticipates a net profit decrease of 71.05%-76.25% for the first half of 2025, estimating profits between 80 million to 97.5 million yuan [50] - Guotai Haitong expects a net profit increase of 205%-218% for the first half of 2025, estimating profits between 15.283 billion to 15.957 billion yuan [51] - Xining Special Steel expects a net loss of approximately 234 million yuan for the first half of 2025, with revenue impacted by low steel prices [52]