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突发!知名上市公司,被自然人告上法庭
Shen Zhen Shang Bao·2025-11-12 04:35

Core Viewpoint - Dazhihui is undergoing a share swap merger with Xiangcai Co., aiming to raise funds through the issuance of A-shares to all A-share shareholders of Dazhihui [3][6] Group 1: Merger and Acquisition Details - The merger involves a share swap ratio of 1:1.27, meaning each share of Dazhihui can be exchanged for 1.27 newly issued shares of Xiangcai [7] - Following the merger, Xiangcai's total share capital will increase to 5.141 billion shares, while Dazhihui will be delisted and its legal entity will be dissolved, with all assets, liabilities, and operations transferred to Xiangcai [7] - Xiangcai plans to raise up to 8 billion yuan for financial model development, big data projects, integrated wealth management platform construction, and to supplement working capital and repay debts [7] Group 2: Legal Proceedings and Shareholder Concerns - A lawsuit was filed by Wang Gongwei to annul the resolutions from Dazhihui's second extraordinary general meeting, claiming that the merger constitutes a significant related party transaction that should have undergone proper evaluation and approval [4][6] - Dazhihui asserts that it has complied with all necessary procedures and that the resolutions are valid, supported by opinions from its financial and legal advisors [6] - The Shanghai Stock Exchange has accepted Xiangcai's application for the merger, indicating that the application documents are complete and in legal form [6] Group 3: Financial Performance - For the first three quarters of the year, Dazhihui reported total revenue of 564 million yuan, an increase of 8.78% year-on-year, but incurred a net loss attributable to shareholders of 29.56 million yuan, compared to a loss of 201 million yuan in the same period last year [7] - The net cash flow from operating activities was -88.73 million yuan, an improvement from -261 million yuan in the previous year [7] Group 4: Market Reaction - As of November 11, Dazhihui's stock price fell by 3.04%, closing at 13.71 yuan per share, with a total market capitalization of 27.271 billion yuan [8]