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中达安: 未来三年(2025年-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-06-25 20:05
Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027, focusing on sustainable development and investor protection [1][2]. Group 1: Factors Considered in the Plan - The company aims for long-term sustainable development, considering its actual situation, strategic planning, and industry trends [1]. - The plan is designed to ensure continuity and stability in profit distribution policies, adhering to relevant laws and regulations [1]. Group 2: Profit Distribution Principles - The company will implement a continuous and stable profit distribution policy, prioritizing cash dividends while retaining necessary undistributed profits for operational needs [2]. - Profit distribution will be conducted primarily in cash, with the possibility of stock dividends based on the company's operational performance and cash flow [2]. Group 3: Profit Distribution Conditions and Ratios - The company plans to distribute profits at least once a year, with cash dividends not less than 10% of the distributable profits, subject to board approval [2][3]. - Specific cash dividend ratios will vary based on the company's development stage and any significant capital expenditure plans [3][4]. Group 4: Decision-Making Mechanism - The board will prepare the profit distribution proposal during the annual report preparation, considering operational status and future funding needs [5][6]. - The proposal requires approval from a majority of the board and independent directors, with the supervisory board also providing opinions [5][6]. Group 5: Adjustment Mechanism - The profit distribution policy can be adjusted in response to significant changes in the external environment or the company's operational status, following regulatory requirements [6][7]. - The board will review and potentially revise the shareholder return plan every three years, ensuring compliance with established procedures [7].
中达安: 关于筹划控制权变更进展暨复牌的公告
Zheng Quan Zhi Xing· 2025-06-25 20:05
Group 1 - The company, Zhongda An, has announced a potential change in its actual controller due to a stock issuance plan by its controlling shareholder, Jinan Licheng Holding Group [1][2] - The company signed a share subscription agreement with Xiamen Jianxi Xingcheng Technology Partnership, planning to issue up to 42,040,200 shares, which will not exceed 30% of the total share capital before the issuance [1][2] - Following the issuance, Xiamen Jianxi will hold 23.08% of the company's shares, while the controlling stake of Jinan Licheng will decrease to 14.72% [2] Group 2 - The company's stock will resume trading on June 26, 2025, after being suspended due to the ongoing negotiations regarding the stock issuance [1][2] - The change in control will result in the actual controller shifting from the Jinan Licheng Holding Group to Wang Li [2]
中达安: 关于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· 2025-06-25 20:05
Core Viewpoint - The company, Zhongda An Co., Ltd., has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in control of the company as Xiamen Jianxi will become the controlling shareholder after the issuance of shares [1][2]. Summary by Sections 1. Overview of Related Transactions - Zhongda An plans to issue up to 42,040,200 shares to Xiamen Jianxi for a total cash subscription amount not exceeding 365.75 million yuan, which is less than 30% of the company's total share capital before the issuance [1][2]. 2. Change in Control - Following the issuance, Xiamen Jianxi will become the controlling shareholder, and Wang Li will be the actual controller of the company [2]. 3. Related Party Information - Xiamen Jianxi was established on May 10, 2024, with a registered capital of 151 million yuan. As of December 31, 2024, it reported total assets of 0.05 million yuan and a net asset of -0.30 million yuan [3][4]. 4. Issuance Details - The issuance price is set at 8.70 yuan per share, which is not lower than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [4][5]. 5. Purpose and Impact of the Transaction - The funds raised will be used to supplement working capital and repay debts, which will alleviate operational pressure and enhance the company's financial strength. The company aims to optimize its capital structure and reduce its debt level, which was 71.05% as of March 31, 2025 [14][15]. 6. Approval Process - The transaction requires approval from the higher authorities, including the shareholders' meeting, regulatory bodies, and the Shenzhen Stock Exchange, before it can be implemented [2][16]. 7. Related Transactions in the Current Year - There have been no other related transactions between Zhongda An and Xiamen Jianxi since the beginning of the year until the date of this announcement [15]. 8. Review Procedures - The independent directors, board of directors, and supervisory board have all approved the agreement related to the share issuance [15][16].
中达安: 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· 2025-06-25 20:05
Core Viewpoint - The company, Zhongda An Co., Ltd., is addressing regulatory issues raised by the Guangdong Securities Regulatory Bureau and the Shenzhen Stock Exchange, emphasizing its commitment to improving financial accounting and information disclosure practices [1][2][3] Regulatory Actions - The company has not faced any penalties from securities regulatory authorities in the last five years [1] - A warning letter was issued by the Guangdong Securities Regulatory Bureau, highlighting issues such as inaccurate financial accounting and information disclosure [1] - The company has initiated an internal accountability mechanism in response to the warning letter, focusing on education and compliance with legal regulations [2] Internal Measures - Following the warning letter, the company recognized deficiencies in financial accounting and information disclosure, committing to enhance management and staff training on relevant laws and regulations [2] - The company plans to strictly adhere to the requirements of the Company Law, Securities Law, and the Management Measures for Information Disclosure of Listed Companies [2] - The Shenzhen Stock Exchange issued a regulatory letter citing issues like accounting error corrections and inaccurate performance forecast disclosures [3] Compliance and Future Actions - The company has taken the regulatory feedback seriously and has conducted thorough self-examinations to ensure compliance with legal requirements [3] - The company aims to strengthen its governance and internal control systems to protect the interests of shareholders and promote sustainable development [2][3]
中达安: 关于公司签署《附条件生效的股份认购协议》暨控股股东、实际控制人拟发生变更的提示性公告
Zheng Quan Zhi Xing· 2025-06-25 20:05
Core Viewpoint - The company, Zhongda An, has signed a conditional share subscription agreement with Xiamen Jianxi, which will lead to a change in the controlling shareholder and actual controller of the company [1][2][3] Group 1: Transaction Overview - Zhongda An plans to issue A-shares to Xiamen Jianxi, with a maximum of 42,040,200 shares, representing 23.08% of the total shares post-issuance [2][4] - Prior to this issuance, Xiamen Jianxi did not hold any shares in Zhongda An, and the transaction will result in a reduction of the current controlling shareholder's stake to 7.70% [2][3] - The new actual controller will be Wang Li, who is associated with Beijing Hedaxin Holding Group, focusing on the new energy and pharmaceutical sectors [2][3] Group 2: Background and Purpose - Xiamen Jianxi aims to acquire control of Zhongda An based on confidence in the company's intrinsic value and future prospects [2][3] - The strategic direction of Xiamen Jianxi aligns with national "dual carbon" goals, emphasizing technology-driven green industry development [2][3] Group 3: Approval and Regulatory Requirements - The issuance of shares requires approval from relevant regulatory authorities, including the company’s shareholders' meeting, Shenzhen Stock Exchange, and the China Securities Regulatory Commission [3][11] - The completion of the transaction is subject to uncertainties regarding the approval process and timeline [3][11] Group 4: Financial Information of Xiamen Jianxi - As of December 31, 2024, Xiamen Jianxi reported total assets of 0.05 million and a net asset of -0.30 million, with no revenue and a net loss of -0.30 million for the year [4]
中达安: 关于向特定对象发行A股股票导致股东权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-06-25 20:05
Core Viewpoint - The company is undergoing a significant change in its controlling shareholder and actual controller due to a stock issuance to a specific entity, which requires various approvals and has inherent uncertainties [2][3]. Group 1: Equity Change Overview - The company plans to issue shares to Xiamen Jianxi, resulting in a change of controlling shareholder from Jinan Likong Disen to Xiamen Jianxi, with Wang Li becoming the actual controller [2][3]. - The stock issuance agreement was signed on June 25, 2025, and the maximum number of shares to be issued is not specified [2]. Group 2: Shareholding Structure Before and After - Before the equity change, the shareholding structure included: - Jinan Likong Disen holding 14,031,261 shares (10.01% of total shares) [2]. - Wu Junye holding 12,778,864 shares (9.12% of total shares) [2]. - After the equity change, the shareholding structure will be: - Xiamen Jianxi will hold 42,040,200 shares (23.08% of total shares) [2]. - Jinan Likong Disen's holding will decrease to 14,031,261 shares (7.70% of total shares) [2]. - Wu Junye's voting rights will be transferred to Jinan Likong Disen [2]. Group 3: Required Procedures for Equity Change - The equity change requires several approvals, including: - Approval from the relevant supervisory authority or state-owned asset supervision department [3]. - Approval from the company's shareholders' meeting [3]. - Review and approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission [3]. - The successful implementation of this transaction remains uncertain due to these procedural requirements [3].
中达安: 2025年度向特定对象发行A股股票预案
Zheng Quan Zhi Xing· 2025-06-25 20:05
Core Viewpoint - The company plans to issue shares to a specific group, which will result in a change of control, with Xiamen Jianxi becoming the controlling shareholder and Wang Li as the actual controller [11][16]. Group 1: Issuance Details - The issuance price is set at 8.70 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [12][13]. - The total number of shares to be issued will not exceed 42,040,200 shares, accounting for 30% of the company's total share capital before the issuance [12][13]. - The total amount of funds raised from this issuance is expected to be no more than 365.75 million yuan, which will be used entirely to supplement working capital and repay debts [14][31]. Group 2: Company Background and Business Strategy - The company focuses on comprehensive engineering consulting services across various sectors, including energy, information technology, water conservancy, construction, and municipal projects [10][31]. - The company aims to enhance its market share and optimize its business layout by integrating various services such as engineering consulting, design, and project management [10][31]. - The company is adapting to national policies and industry trends, particularly in areas like digital infrastructure, green buildings, and the dual carbon goals, which are expected to create significant market opportunities [7][8]. Group 3: Financial Position and Future Outlook - As of March 31, 2025, the company's asset-liability ratio stands at 71.05%, indicating a need for improved capital structure [10]. - The funds raised from this issuance will help alleviate working capital pressure and enhance the company's debt repayment capacity, thereby supporting future business development [10][31]. - The company is committed to continuous investment in technology and service upgrades to maintain its competitive edge in the market [10][31].
中达安拟定增募资不超3.66亿元 公司控制权将变更
Core Viewpoint - Xiamen Jianxi plans to acquire control of Zhongda An through the subscription of shares, reflecting confidence in the company's intrinsic value and future development prospects [1][2] Group 1: Share Issuance and Control Changes - Zhongda An announced a share issuance of up to 42.04 million A-shares to Xiamen Jianxi, aiming to raise no more than 366 million RMB, with a share price set at 8.70 RMB each [1][2] - Following the issuance, Xiamen Jianxi will hold 23.08% of the company's shares, making it the controlling shareholder, while the previous controlling shareholder, Likong Disen, will see its shareholding drop to 7.70% [1][2] Group 2: Strategic Direction and Business Development - The new actual controller, Wang Li, leads a group focused on renewable energy and pharmaceuticals, aiming to leverage technology to empower green industries, aligning with national "dual carbon" strategies [2] - Zhongda An aims to expand its operational scale, enhance market share, and optimize business layout, focusing on high-quality development across various sectors including energy, information technology, and construction [3] Group 3: Financial Position and Fund Utilization - The funds raised will be used to supplement working capital and repay debts, which is expected to alleviate operational funding pressures and support future business development [2][3] - As of March 31, 2025, Zhongda An's debt-to-asset ratio was 71.05%, and the fundraising is anticipated to optimize the capital structure and reduce debt levels [3]
中达安(300635) - 关于公司签署《附条件生效的股份认购协议》暨控股股东、实际控制人拟发生变更的提示性公告
2025-06-25 13:03
证券代码:300635 证券简称:中达安 公告编号:2025-035 中达安股份有限公司 关于公司签署《附条件生效的股份认购协议》暨控股股东、实际控制人 拟发生变更的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示: 1、公司拟筹划向特定对象发行股票,厦门建熙拟以现金方式全额认购公司 向特定对象发行的新股。公司已同厦门建熙签订《附条件生效的股份认购协议》 (以下简称《股份认购协议》)。 2、本次向特定对象发行股票,尚需要获得上级主管单位或有权国有资产监 督管理部门审批、备案程序、公司股东大会审议通过、深圳证券交易所审核通过 和中国证监会作出同意注册决定。上述批准事宜均为本次向特定对象发行的前提 条件,能否取得批准,以及最终取得批准的时间存在不确定性,请投资者注意相 关风险。 3、本次拟变更事项不会对公司的正常生产经营造成不利影响,不存在损害 公司及中小股东利益的情形,针对公司控制权变更的后续事宜,公司将按照事项 的进展情况及时地履行信息披露义务。 一、本次控股股东、实际控制人拟发生变更的情况概述 (一)基本情况 2025 年 6 月 2 ...
中达安(300635) - 2025年度向特定对象发行A股股票方案的论证分析报告
2025-06-25 13:03
证券代码:300635 证券简称:中达安 2025 年度向特定对象发行 A 股股票 方案的论证分析报告 二〇二五年六月 1 中达安股份有限公司 中达安股份有限公司(以下简称"中达安"或"公司")是在深圳证券交易 所创业板上市的公司。为满足公司业务发展需要,增强公司盈利能力和市场竞争 力,根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券 发行注册管理办法》等有关法律法规和规范性文件的规定,公司编制了本次向特 定对象发行股票发行方案的论证分析报告。 (本报告中如无特别说明,相关用语具有与《中达安股份有限公司 2025 年 度向特定对象发行 A 股股票预案》中相同的含义) 一、本次向特定对象发行的背景和目的 (一)本次向特定对象发行的背景 1、公司拥抱监理行业变革,加速向全过程工程咨询全业态拓展 2019 年 3 月,国家发改委与住建部联合发布《关于推进全过程工程咨询服 务发展的指导意见》,住建部等多部门同步出台《关于加快新型建筑工业化发展 的若干意见》,这一系列政策举措,标志着建设工程管理模式从传统"工程监理 制"向"全过程工程咨询制"的重大跨越。与此同时,面对数字基建、建筑工业 化、绿色建筑以 ...