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保荐人(联席主承销商):国泰海通证券股份有限公司 联席主承销商:中国国际金融股份有限公司
重要提示 北京屹唐半导体科技股份有限公司(以下简称"屹唐股份"、"发行人"或"公司")根据中国证券监督管理 委员会(以下简称"中国证监会")颁布的《证券发行与承销管理办法》(证监会令〔第228号〕)(以 下简称"《管理办法》")、《首次公开发行股票注册管理办法》(证监会令〔第205号〕),上海证券 交易所(以下简称"上交所")颁布的《上海证券交易所首次公开发行证券发行与承销业务实施细则 (2025年修订)》(上证发〔2025〕46号)(以下简称"《实施细则》")、《上海市场首次公开发行股 票网上发行实施细则(2025年3月修订)》(上证发〔2025〕43号)(以下简称"《网上发行实施细 则》")、《上海市场首次公开发行股票网下发行实施细则(2024年修订)》(上证发〔2024〕112 号)(以下简称"《网下发行实施细则》"),中国证券业协会颁布的《首次公开发行证券承销业务规 则》(中证协发〔2023〕18号)(以下简称"《承销业务规则》")、《首次公开发行证券网下投资者管 理规则》(中证协发〔2025〕57号)(以下简称"《网下投资者管理规则》")和《首次公开发行证券网 下投资者分类评价和管理指引》(中证协发 ...
交通银行: 国泰海通证券股份有限公司、中信建投证券股份有限公司关于交通银行向特定对象发行A股股票之上市保荐书
Zheng Quan Zhi Xing· 2025-06-18 11:19
Group 1 - The core point of the news is that Bank of Communications Co., Ltd. is issuing A-shares to specific investors to raise up to RMB 120 billion to supplement its core tier one capital [24][25][26] - The issuance will involve the Ministry of Finance, China National Tobacco Corporation, and China Shuangwei Investment Co., Ltd. as the main subscribers [24][26] - The issuance price is set at RMB 8.71 per share, which is 80% of the average trading price over the previous 20 trading days [25][26] Group 2 - The total assets of Bank of Communications reached RMB 14,900,717 million, with total liabilities of RMB 13,745,120 million and total equity of RMB 1,155,597 million as of the latest reporting period [3] - The bank's operating income for 2024 is projected to be RMB 259,826 million, with a net profit of RMB 94,229 million [3] - The non-performing loan ratio has improved to 1.31%, with a provision coverage ratio of 201.94% [5][3] Group 3 - The bank's main business includes absorbing public deposits, issuing loans, and conducting domestic and international settlements [2] - The bank operates under the financial services industry, specifically in monetary financial services [2] - The bank's registered capital is RMB 74,262,726,645 [1]
恒兴新材: 国泰海通证券股份有限公司关于江苏恒兴新材料科技股份有限公司差异化权益分派事项的核查意见
Zheng Quan Zhi Xing· 2025-06-18 10:45
国泰海通证券股份有限公司 关于江苏恒兴新材料科技股份有限公司 差异化权益分派事项的核查意见 国泰海通证券股份有限公司(以下简称"国泰海通"或"保荐机构")作为 江苏恒兴新材料科技股份有限公司(以下简称"恒兴新材"或"公司")首次公 开发行股票并在主板上市的持续督导保荐机构,根据《中华人民共和国公司法》 《中华人民共和国证券法》《证券发行上市保荐业务管理办法》《上海证券交易 所上市公司自律监管指引第 7 号——回购股份》《上海证券交易所上市公司自律 监管指南第 2 号——业务办理》等有关法律、法规和规范性文件的要求,对公司 拟实施的差异化权益分派事项进行了核查,核查情况如下: 一、本次差异化权益分派的原因 回购公司股份方案的议案》,同意公司以不低于人民币 2,000 万元,不超过人民 币 3,000 万元回购公司股份,回购价格不超过 34.70 元/股,回购股份的期限自 于回购公司股份方案的议案》,同意公司以不低于人民币 1,000 万元,不超过人 民币 2,000 万元回购公司股份,回购价格不超过 20.00 元/股,回购股份的期限自 截至本核查意见签署日,公司通过上海证券交易所交易系统以集中竞价交易 方式已 ...
维科精密: 国泰海通证券股份有限公司关于上海维科精密模塑股份有限公司部分募集资金投资项目延期的核查意见
Zheng Quan Zhi Xing· 2025-06-18 09:28
Summary of Key Points Core Viewpoint - The company has decided to postpone the completion date of its automotive electronic precision component production line expansion project to March 2026, based on a careful assessment of the actual construction situation and market conditions [1][3]. Group 1: Fundraising Overview - The company successfully completed its initial public offering (IPO) on July 2023, raising a net amount of RMB 1,000 million after deducting issuance costs of RMB 72,708,418.03 [1]. - The total commitment for the fundraising investment project is RMB 435 million, with RMB 360.36 million already invested as of May 31, 2025 [2]. Group 2: Project Postponement Details - The postponement of the automotive electronic precision component production line expansion project is due to considerations of industry development cycles, external market conditions, and changes in market demand [3][4]. - The project’s investment progress has been adjusted, but the total investment amount, project content, and implementation entity remain unchanged [3][4]. Group 3: Impact and Decision-Making Process - The postponement is not expected to have a significant adverse impact on the company's normal operations and aligns with the company's long-term strategic interests [3][4]. - The board of directors and the supervisory board have both approved the postponement, confirming that it does not harm the interests of the company or its shareholders [4][5].
国泰海通证券:5月外需修复,内需分化
Ge Long Hui· 2025-06-16 13:43
Economic Overview - In May, external demand showed signs of recovery while internal demand remained mixed, supported by policy measures and holiday effects [3][5] - The industrial added value in May grew by 5.8% year-on-year, slightly down from 6.1% in April, but still above 5% [5][7] - Service sector production index increased by 6.2% year-on-year, driven by information technology and retail sectors [9] Production Insights - The production recovery was evident, with industrial added value showing a month-on-month increase of 0.61%, higher than the previous month [5][7] - Export-oriented industries and those benefiting from favorable policies exhibited divergent performance, with transportation equipment and electrical machinery facing significant declines [7] - The automotive sector saw a notable rebound, with production growth increasing by 2.4 percentage points, attributed to policy incentives and market demand [7] Consumption Trends - Retail sales growth in May reached 6.4%, with significant contributions from the "old-for-new" policy and pre-holiday promotions [13][14] - Online retail sales surged by 11.5%, reflecting the impact of early promotions and policy support [14] - Categories benefiting from the "old-for-new" initiative, such as home appliances and communication equipment, experienced substantial growth rates of 53% and 33% respectively [14] Investment Dynamics - Fixed asset investment growth slowed to 2.9% year-on-year in May, marking a decline from 3.6% in April [17][18] - Manufacturing, infrastructure, and real estate investments showed weakening trends, with real estate investment declining by 12.0% [17][21] - Infrastructure investment requires acceleration in physical work volume formation, with current construction PMI readings indicating slower growth [18] Real Estate Market - The real estate market showed mixed signals, with sales area and sales revenue declining by 3.3% and 6.0% year-on-year respectively [21] - New housing starts and completion areas also saw significant declines, although the rate of decline has narrowed [21] - The demand side of the real estate market is showing signs of weakening, necessitating ongoing policy support [21]
派能科技: 国泰海通证券股份有限公司关于上海派能能源科技股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing· 2025-06-16 12:18
Core Viewpoint - The financial advisor, Guotai Junan Securities Co., Ltd., has conducted a thorough review of the detailed equity change report for Shanghai PAI Neng Energy Technology Co., Ltd., confirming the authenticity and completeness of the disclosed information [1][6][24]. Summary by Sections Financial Advisor's Responsibilities - The financial advisor has fulfilled its due diligence obligations and believes there are no substantial discrepancies between its professional opinions and the information disclosed by the obligated party [2][6]. - The advisor emphasizes that its review does not constitute investment advice and that it bears no responsibility for any investment decisions made by investors based on its opinions [2][6]. Equity Change Details - The equity change involves a cash dividend distribution of 10.40 yuan per 10 shares and a capital reserve increase, resulting in a total share capital change to 245,359,249 shares [5][14]. - The controlling shareholder, Zhongxing New, increased its shareholding from 43,218,677 shares (24.61%) to 60,506,148 shares (24.66%) following the equity change [5][15]. Financial Performance of the Obligated Party - The obligated party, Zhongxing New, has shown a steady financial performance over the last three years, with total assets increasing from 19,432.46 million yuan to 22,496.42 million yuan [10]. - The net profit for the last three years was reported as 881.51 million yuan, 964.69 million yuan, and 790.44 million yuan, respectively [10]. Compliance and Governance - Zhongxing New has not faced any administrative or criminal penalties in the last five years, indicating a strong compliance record [11]. - The management team of Zhongxing New has not been involved in any significant legal disputes or penalties related to the securities market [11]. Future Plans and Independence - The obligated party does not plan to change the main business operations of Shanghai PAI Neng in the next 12 months and aims to maintain the company's independence [17][19]. - There are no plans for significant adjustments to the management team or the company's articles of association [18][19]. Related Transactions and Conflicts of Interest - The equity change will not introduce new competition, and Zhongxing New has committed to avoiding any conflicts of interest with Shanghai PAI Neng [19][20]. - Existing related transactions, such as property leasing and material sales, will continue to be conducted at market prices to ensure fairness [20]. Conclusion - The financial advisor concludes that the equity change complies with relevant laws and regulations, and the detailed equity change report is accurate and complete [24].
伟创电气: 国泰海通证券股份有限公司关于苏州伟创电气科技股份有限公司股东向特定机构投资者询价转让股份相关资格的核查意见
Zheng Quan Zhi Xing· 2025-06-16 12:18
Core Viewpoint - The article discusses the qualification verification of shareholders of Suzhou Weichuang Electric Technology Co., Ltd. for the transfer of shares to specific institutional investors prior to the company's initial public offering [1][2]. Group 1: Transfer Delegation - Guotai Junan Securities Co., Ltd. has been entrusted by the shareholders of Weichuang Electric to organize the inquiry transfer of shares [1]. - The transfer is conducted in accordance with relevant regulations, including the implementation opinions for the establishment of the Sci-Tech Innovation Board and the trial registration system [1]. Group 2: Qualification Verification Process - Guotai Junan conducted a qualification verification of the transferring shareholders, including interviews and collection of relevant documents [2]. - The transferring shareholders provided a commitment letter regarding their qualifications for the share transfer [2]. Group 3: Verification Results for Shareholders - Huai'an Weichuang Electric Technology Co., Ltd. is a legally existing company with no violations of laws or regulations that would terminate its status [2][3]. - The company has not violated any regulations regarding share reduction and is the controlling shareholder of Weichuang Electric [3][4]. - The shares to be transferred are pre-IPO shares and are not subject to any pledges or judicial freezes [4]. Group 4: Additional Shareholder Verification - Nantong Jinhaocheng Enterprise Management Partnership and Nantong Jinzicheng Enterprise Management Partnership are also verified as legally existing entities with no violations regarding share reduction [5][6]. - Both partnerships are consistent actors and employee stock ownership platforms for Weichuang Electric, with commitments not to reduce their holdings through this transfer [5][7]. Group 5: Compliance with Regulations - The transferring shareholders comply with the regulations regarding share reduction and have fulfilled necessary review or approval procedures [7][8]. - The inquiry transfer does not involve any prohibited circumstances as outlined in the relevant guidelines [9].
千方科技: 国泰海通证券股份有限公司关于北京千方科技股份有限公司使用部分闲置募集资金进行现金管理的核查意见
Zheng Quan Zhi Xing· 2025-06-13 10:41
Core Viewpoint - The company intends to utilize part of its idle raised funds for cash management, ensuring that this does not affect the normal operation of its fundraising projects and aims to enhance the efficiency of fund usage while generating returns for the company and its shareholders [1][3][7]. Group 1: Fundraising and Allocation - The company raised a total of RMB 1,899,999,991.20 through a non-public offering of 90,562,440 shares at a price of RMB 20.98 per share, with a net amount of RMB 1,876,320,745.92 after deducting issuance costs [1]. - The total investment for the next-generation smart transportation system project is RMB 200,606.21 million, with RMB 190,000 million allocated from the raised funds [2]. - As of May 31, 2025, the company has invested RMB 39,221.61 million in the project and has a remaining balance of RMB 25,083.96 million in its special fund account [2]. Group 2: Cash Management Approval - The company’s board approved the use of up to RMB 200 million of temporarily idle raised funds for cash management, allowing for the purchase of low-risk financial products with high liquidity [3][4]. - The cash management decision is valid for 12 months from the date of board approval, and the funds can be rolled over within this period [4][5]. Group 3: Risk Management and Oversight - The company will ensure that cash management does not alter the intended use of the raised funds and will maintain strict oversight to safeguard fund security [5][6]. - The financial management center will track the progress of investment projects and adjust cash management strategies accordingly [5][6]. Group 4: Monitoring and Compliance - The supervisory board and the appointed sponsor institution have the right to monitor and audit the cash management activities [6]. - The company has followed necessary legal procedures for cash management, which is expected to improve fund usage efficiency without impacting the normal operation of fundraising projects [7][8].
珠海港: 国泰海通证券股份有限公司关于珠海港股份有限公司董事局主席辞职的临时受托管理事务报告
Zheng Quan Zhi Xing· 2025-06-13 09:54
Core Viewpoint - Zhuhai Port Co., Ltd. announced the resignation of its chairman, Chen Shaoxing, which is not expected to significantly impact the company's operations or debt repayment capacity [11][12]. Group 1: Bond Issuance Details - The company has applied for the registration of perpetual bonds totaling no more than 1.5 billion yuan, including various types of perpetual debt instruments [1]. - The bond issuance was approved by the China Securities Regulatory Commission on April 20, 2022, allowing for the issuance of up to 600 million yuan in perpetual corporate bonds [2]. - The actual issuance size was 600 million yuan with a coupon rate of 3.80% [2]. Group 2: Bond Terms and Conditions - The bond has a renewal option allowing the issuer to extend the term by one cycle (up to 3 years) at the end of the initial period [4]. - The initial coupon rate is determined based on a benchmark rate plus an initial spread, with subsequent rates adjusted based on market conditions [3]. - The issuer can defer interest payments without limit on the number of deferrals, provided they announce the deferral in advance [5]. Group 3: Management Changes - Chen Shaoxing, aged 50, resigned from his positions as chairman, director, and head of the strategic committee effective June 4, 2025, due to work adjustments [11]. - The company has not yet appointed a new chairman, but will disclose this information once determined [11]. Group 4: Impact on Debt Repayment Capacity - The resignation of Chen Shaoxing is not expected to lower the board's membership below the legal minimum and will not affect the company's normal operations or significantly impact its debt repayment ability [12].
国泰海通证券:多家车企压缩供应商账期 汽车零部件行业格局有望改善
news flash· 2025-06-12 23:34
智通财经6月13日电,国泰海通证券研报表示,车企如果能够严格压缩零部件供应商账期,零部件的价 格差异将更加明显,长期有利于竞争格局的改善。维持行业"增持"评级,推荐有望受益于行业格局改善 的优质零部件公司。 国泰海通证券:多家车企压缩供应商账期 汽车零部件行业格局有望改善 ...