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合肥城建:全资子公司吸收合并事项完成
Xin Lang Cai Jing· 2025-12-11 10:43
合肥城建公告称,2025年11月25日其第八届董事会第二十六次会议同意全资子公司琥珀物业吸收合并宣 城置业,吸收合并完成后,宣城置业将依法注销。近日,宣城置业完成工商注销登记,截至公告披露 日,其税务、工商注销手续已办理完毕,全部资产等由琥珀物业承继,本次吸收合并事项完成。本次吸 收合并利于优化管理架构、提高运营效率,不会对公司经营和财务状况产生重大影响。 ...
重庆港:信息披露义务人重庆物流集团拟吸收合并全资子公司港务物流集团
Xin Lang Cai Jing· 2025-10-14 10:14
Core Viewpoint - Chongqing Logistics Group Co., Ltd. plans to absorb and merge its wholly-owned subsidiary, Port Logistics Group, which will change the indirect controlling shareholder of the listed company to a direct controlling shareholder without altering the actual controller of the listed company [1] Group 1 - The merger is in compliance with Article 62, Paragraph 1 of the Regulations on the Management of Listed Company Acquisitions, allowing for an exemption from mandatory tender offer for share increases [1]
博思软件:关于完成吸收合并全资子公司的公告
Zheng Quan Ri Bao· 2025-09-19 15:41
Group 1 - The core point of the article is that the company, BoSi Software, announced plans to absorb its wholly-owned subsidiary, Qinghai BoSi Network Information Technology Co., Ltd., to optimize its management structure and improve operational efficiency [2] - The board meetings and shareholder meeting are scheduled for November 14, 2024, and December 2, 2024, respectively, to review the proposal for the merger [2] - Upon completion of the merger, Qinghai BoSi will lose its independent legal status, and all its assets, debts, and rights will be inherited by the parent company [2]
中国船舶吸并中国重工新增股份上市!
Sou Hu Cai Jing· 2025-09-18 03:49
Group 1 - The core point of the news is that China Shipbuilding Industry Co., Ltd. has completed the absorption and merger of China Shipbuilding Industry Group, marking a significant consolidation in the shipbuilding industry [1][3] - The share exchange ratio for the merger was set at 1:0.1339, meaning each share of China Shipbuilding Group could be exchanged for 0.1339 shares of China Shipbuilding, with the exchange prices being 37.59 yuan per share for China Shipbuilding and 5.032 yuan per share for China Shipbuilding Group [3] - Following the merger, China Shipbuilding Group will be delisted and its legal entity will be canceled, while China Shipbuilding will inherit all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of China Shipbuilding Group [3] Group 2 - The merger is part of a strategic restructuring that began in 1999 when the original China Shipbuilding Industry Corporation was split into two entities: China Shipbuilding (South Ship) and China Shipbuilding Group (North Ship) [3] - After the merger, China Shipbuilding's asset scale is expected to exceed 400 billion yuan, positioning it as the largest and most comprehensive listed shipbuilding enterprise globally [4] - The merger was approved by the Shanghai Stock Exchange on July 4, 2025, and is seen as a significant step in enhancing the competitiveness of the company in the global shipbuilding market [4]
吸收合并乌江能源! 贵州能源将间接取得贵阳银行5.49%股份
Mei Ri Jing Ji Xin Wen· 2025-09-10 13:29
Core Viewpoint - Guiyang Bank is undergoing a change in its major shareholder structure due to the merger of its significant shareholder, Guizhou Wujiang Energy Investment Co., Ltd. (Wujiang Investment), with Guizhou Energy Group Co., Ltd. (Guizhou Energy), which will indirectly acquire a 5.49% stake in Guiyang Bank through Wujiang Investment [1][2][3]. Group 1: Shareholder Changes - Guizhou Energy plans to absorb and merge Wujiang Energy, inheriting its 100% stake in Wujiang Investment, which currently holds approximately 201 million shares of Guiyang Bank, representing 5.49% of its total equity [2][3]. - After the merger, Wujiang Investment's shareholding in Guiyang Bank will remain unchanged, but Guizhou Energy will become the indirect holder of the 5.49% stake [2][3]. Group 2: Company Background - Wujiang Investment was established in April 1994, with a registered capital of 9.84 billion yuan and total assets of 55.731 billion yuan by the end of 2024 [3]. - Guizhou Energy was formed in February 2023 through the strategic reorganization of the former Panjiang Coal and Electricity Group and Wujiang Energy Group, and it currently holds two publicly listed companies: Panjiang Shares and Guizhou Gas [4]. Group 3: Financial Performance - As of June 30, 2025, Guiyang Bank reported total assets of 741.536 billion yuan, a 5.08% increase from the beginning of the year, and a net profit of 2.474 billion yuan for the first half of 2025 [4][6]. - The bank's total loan amount reached 343.461 billion yuan, with corporate loans accounting for over 80% of the total, reflecting a strategic focus on supporting key industries [6].
汇鸿集团: 关于下属参股公司被吸收合并暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-27 11:12
Group 1 - The company Jiangsu Huihong International Group Co., Ltd. plans to merge its subsidiary Jiangsu Ningban Special Metal Materials Co., Ltd. with its associate Nanjing Ningban Special Alloy Co., Ltd. to resolve competition issues and optimize its equity structure [1][2][3] - The merger will result in Jiangsu Ningban directly holding 14.365% of the merged entity's equity, improving management efficiency and reducing operational costs [4][3] - The actual net assets of Jiangsu Ningban are valued at 222.2974 million yuan, while Nanjing Ningban's net assets are valued at 148.7757 million yuan, based on evaluations conducted by an independent appraisal firm [2][3][4] Group 2 - The merger aims to enhance production capacity and market share in the special alloy sector, as Nanjing Ningban's production capabilities have been insufficient to meet market demand [3][4] - The merger is expected to streamline operations and reduce tax burdens, as both companies operate in similar business areas [3][4] - The transaction has been approved by the company's board and does not require further shareholder approval, as it does not constitute a major asset restructuring under relevant regulations [2][4] Group 3 - Jiangsu Ningban's financial performance has been impacted by the local government's shift in the area where Nanjing Ningban operates, leading to a gradual cessation of production since 2023 [3][4] - The merger will allow for the integration of resources and improved operational efficiency, as Jiangsu Ningban has been utilizing advanced production technologies from its partner Osaka Special Alloy Co., Ltd. [3][4] - The evaluation of the merger's assets and liabilities will be based on the asset-based approach, considering the specific financial conditions of both companies [10][27]
陕鼓动力: 西安陕鼓动力股份有限公司关于全资子公司吸收合并全资孙公司的公告
Zheng Quan Zhi Xing· 2025-08-22 11:14
Core Viewpoint - Xi'an Shaangu Power Co., Ltd. plans to absorb and merge its wholly-owned subsidiary Shaangu Power (Hong Kong) Co., Ltd. with its wholly-owned grandchild company Shaangu Power (Luxembourg) Co., Ltd. to optimize its investment holding structure and improve management efficiency [1][2][3] Summary of Absorption and Merger Overview of the Absorption and Merger - The merger is initiated due to the lack of tax advantages for the Luxembourg company and the need to comply with regulatory requirements from the Xi'an State-owned Assets Supervision and Administration Commission [1] - The merger will not constitute a related party transaction or a major asset restructuring as defined by relevant regulations, thus not requiring shareholder approval [1][2] Financial Status of the Companies Involved - **Absorbing Company (Hong Kong Company)** - Total Assets: 57,989.31 million RMB (as of December 31, 2024) [2] - Net Assets: 347.39 million RMB (as of December 31, 2024) [2] - Net Profit: 319.16 million RMB (for the year 2024) [2] - **Merged Company (Luxembourg Company)** - Total Assets: 40,039.55 million RMB (as of December 31, 2024) [2] - Net Assets: -8,493.33 million RMB (as of December 31, 2024) [2] - Net Loss: -1,139.18 million RMB (for the year 2024) [2] Merger Method and Arrangements - The merger will involve the complete absorption of all assets, liabilities, and operations of the Luxembourg company by the Hong Kong company [2][3] - The management is authorized to handle the implementation of the merger, including necessary legal and regulatory procedures [3] Purpose and Impact of the Merger - The merger aims to streamline the management structure, reduce management costs, and enhance operational efficiency, aligning with the company's development needs [3] - The financial statements of both companies are already consolidated, ensuring no adverse impact on the company's financial status or shareholder interests [3]
恒力石化: 恒力石化关于全资子公司之间吸收合并的公告
Zheng Quan Zhi Xing· 2025-08-15 09:17
Overview - Hengli Petrochemical Co., Ltd. announced the absorption merger of its wholly-owned subsidiaries, Hengli Petrochemical (Dalian) Refining Co., Ltd. and Hengli Petrochemical (Dalian) Chemical Co., Ltd. to optimize management structure and improve operational efficiency [1][2] Merger Details - The merger will see Hengli Refining absorb Hengli Chemical, with Hengli Chemical being legally dissolved post-merger [1][3] - The merger does not constitute a related party transaction or a major asset restructuring as per relevant regulations, and does not require shareholder approval [2] Financial Information - Hengli Refining has total assets of 113.47 billion RMB, total liabilities of 80.23 billion RMB, and net assets of 33.24 billion RMB as of December 31, 2024, with a revenue of 226.97 billion RMB and a net profit of 1.98 billion RMB for the same period [2][5] - Hengli Chemical has total assets of 70.58 billion RMB, total liabilities of 60.49 billion RMB, and net assets of 10.09 billion RMB as of December 31, 2024, with a revenue of 42.11 billion RMB and a net profit of 236.91 million RMB for the same period [5] Impact of the Merger - The merger is expected to enhance the company's management structure, improve operational efficiency, optimize resource allocation, and reduce management costs, thereby promoting quality and efficiency improvements [1][6]
中国船舶吸收合并中国重工,有新进展
Core Viewpoint - China Shipbuilding (600150) is progressing with the absorption and merger of China Shipbuilding Industry Corporation (601989), involving a significant restructuring valued in the hundreds of billions [1][8]. Group 1: Shareholder Rights and Pricing - The dissenting shareholders of China Shipbuilding will receive a cash compensation at a price of 30.02 CNY per share for their dissenting shares, while dissenting shareholders of China Heavy Industry will receive 4.03 CNY per share [1][3]. - The implementation date for the dissenting shareholders' rights is set for August 12, 2025, with the trading of shares suspended from August 13, 2025 [4][5]. Group 2: Merger Process and Regulatory Approval - The merger has received approval from the China Securities Regulatory Commission, allowing China Shipbuilding to issue approximately 30.53 billion new shares to absorb China Heavy Industry [8][9]. - Prior approvals from the Shanghai Stock Exchange's M&A Review Committee were also obtained, confirming that the transaction meets restructuring conditions and disclosure requirements [8][9]. Group 3: Post-Merger Structure - Following the merger, China Heavy Industry will be delisted and its legal entity will be canceled, with all assets, liabilities, and operations transferred to China Shipbuilding [9]. - Post-merger, China Shipbuilding's total share capital will be approximately 44.72 billion shares, with China Shipbuilding Group controlling about 49.29% of the new entity [9].
中国重工: 中国重工关于中国船舶工业股份有限公司吸收合并中国船舶重工股份有限公司暨关联交易事项获得中国证券监督管理委员会同意注册批复的公告
Zheng Quan Zhi Xing· 2025-07-18 12:16
Core Viewpoint - China Shipbuilding Industry Co., Ltd. plans to absorb and merge with China Shipbuilding Heavy Industry Co., Ltd. through a share exchange, with the approval from the China Securities Regulatory Commission (CSRC) for the registration of this merger [1][2]. Group 1 - The merger involves the issuance of 3,053,192,530 new A-shares by China Shipbuilding to the shareholders of China Shipbuilding Heavy Industry as part of the absorption process [1][2]. - The CSRC's approval is valid for 12 months from the date of issuance, during which the company must comply with relevant regulations and complete necessary procedures for the merger [2]. - The company is required to fulfill its information disclosure obligations in a timely manner and report any significant issues to the Shanghai Stock Exchange as per legal requirements [2].