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云南驰宏锌锗股份有限公司简式权益变动报告书
Shang Hai Zheng Quan Bao· 2025-11-28 18:57
上市公司:云南驰宏锌锗股份有限公司 上市地点:上海证券交易所 股票简称:驰宏锌锗 登录新浪财经APP 搜索【信披】查看更多考评等级 股票代码:600497.SH 信息披露义务人:云南冶金集团股份有限公司 住所:云南省昆明市盘龙区华云路1号 签署日期:二〇二五年十一月 信息披露义务人声明 一、信息披露义务人依据《证券法》、《收购管理办法》、《公开发行证券的公司信息披露内容与格式 准则第15号一一权益变动报告书》及其他相关法律、法规和部门规章的有关规定编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准,其履行亦不违反信息披露义务人章程或内 部规则中的任何条款,或与之相冲突。 三、依据《证券法》《收购管理办法》等的规定,本报告书已全面披露信息披露义务人在云南驰宏锌锗 股份有限公司中拥有权益的股份变动情况。截至本报告书签署日,除本报告书披露的持股信息外,信息 披露义务人没有通过任何其他方式增加或减少其在公司拥有权益的股份。 四、本次权益变动是根据本报告所载明的资料进行的。除本信息披露义务人外,没有委托或者授权任何 其他人提供未在本报告书中列载的信息和对本报告书做出任何解释或者说明。 五、信息披露义务 ...
云南驰宏锌锗股份有限公司收购报告书摘要
Shang Hai Zheng Quan Bao· 2025-11-28 18:51
上市公司名称:云南驰宏锌锗股份有限公司 股票上市地点:上海证券交易所 股票简称:驰宏锌锗 股票代码:600497.SH 收购人:中国铜业有限公司 住所:云南省昆明市盘龙区华云路1号 通讯地址:云南省昆明市盘龙区华云路1号 一致行动人:中国铝业集团有限公司 登录新浪财经APP 搜索【信披】查看更多考评等级 住所:北京市海淀区西直门北大街62号18、22、28层 通讯地址:北京市海淀区西直门北大街62号 签署日期:二〇二五年十一月 收购人及其一致行动人声明 本声明所述的词语或简称与收购报告书摘要"释义"部分所定义的词语或简称具有相同的含义。 一、本报告书摘要系收购人及其一致行动人依据《公司法》《证券法》《收购管理办法》《准则第16 号》及其他相关法律、法规、部门规章及规范性文件的有关规定编写。 二、依据《证券法》《收购管理办法》的规定,本报告书摘要已全面披露了收购人及其一致行动人在上 市公司拥有权益的股份。 截至本报告书摘要签署日,除本报告书摘要披露的持股信息外,收购人及其一致行动人没有通过任何其 他方式在上市公司拥有权益。 三、收购人及其一致行动人签署本报告书摘要已获得必要的授权和批准,其履行亦不违反收购人及其 ...
江苏联环药业股份有限公司关于控股股东股权结构变动的提示性公告
Shang Hai Zheng Quan Bao· 2025-11-07 20:58
Core Viewpoint - The announcement details a change in the equity structure of Jiangsu Lianhuan Pharmaceutical Co., Ltd. (hereinafter referred to as "Lianhuan Pharmaceutical") due to the transfer of state-owned shares from the controlling shareholder, Jiangsu Lianhuan Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Lianhuan Group"), to the Jiangsu Provincial Department of Finance, which will not affect the company's operational control or shareholding structure [2][3]. Summary of Key Points 1. Change in Controlling Shareholder's Equity Structure - The Jiangsu Provincial State-owned Assets Supervision and Administration Commission (hereinafter referred to as "Yangzhou SASAC") transferred 10% of its shares in Lianhuan Group and 6.45% of its shares in Yangzhou Industrial Investment Development Group Co., Ltd. (hereinafter referred to as "Investment Group") to the Jiangsu Provincial Department of Finance without compensation [2][4]. - This transfer will not change the number of shares or the proportion of shares held by Lianhuan Group in Lianhuan Pharmaceutical [2][3]. 2. Regulatory Compliance - According to the relevant provisions of the "Measures for the Administration of Takeovers of Listed Companies," this transfer does not trigger a mandatory tender offer [3][4]. 3. Impact on Company Operations - The equity structure change will not alter the controlling shareholder or actual controller of the company, and it will not have a substantial impact on the company's daily operations and production activities [3][9]. - After the transfer, the Jiangsu Provincial Department of Finance will indirectly hold 4.968% of Lianhuan Pharmaceutical's shares through Lianhuan Group and Investment Group [5][7]. 4. Future Developments - As of the announcement date, the relevant industrial and commercial change registration procedures for Lianhuan Group have been completed, while those for Investment Group are still in progress [9].
兴业证券股份有限公司关于厦门钨业股份有限公司收购报告书之2025年第三季度持续督导意见
Shang Hai Zheng Quan Bao· 2025-11-07 19:59
Core Viewpoint - The acquisition of Xiamen Tungsten Co., Ltd. by Fujian Provincial Industrial Holding Group Co., Ltd. has been completed through the transfer of 80% equity of Fujian Metallurgy, making Fujian Industrial the indirect controlling shareholder of Xiamen Tungsten [1][3][5]. Group 1: Acquisition Process - Fujian Provincial Industrial Holding Group acquired 80% equity of Fujian Metallurgy from the Fujian Provincial State-owned Assets Supervision and Administration Commission, resulting in a 30.90% indirect ownership in Xiamen Tungsten [3][4]. - The acquisition was exempt from making a public offer as it met the criteria outlined in the Acquisition Management Measures [3]. - The completion of the acquisition was officially registered on July 4, 2025, with all necessary documentation filed [2][5]. Group 2: Ongoing Supervision - The financial advisor will monitor the operational status of Xiamen Tungsten from July 1, 2025, to July 4, 2026, ensuring compliance with the regulations during this period [2]. - The financial advisor has confirmed that both the acquirer and the listed company have fulfilled their disclosure obligations regarding the acquisition [6][21]. Group 3: Compliance and Governance - During the supervision period, the governance of the listed company has been found to be compliant with relevant laws and regulations, with no violations detected [6][21]. - The acquirer has made commitments to maintain the independence of the listed company and avoid conflicts of interest, which have been adhered to during the supervision period [8][21]. Group 4: Future Plans - The acquirer has no plans to change the main business operations of Xiamen Tungsten or make significant adjustments within the next 12 months following the acquisition [9][10]. - There are no plans for major asset disposals, mergers, or changes in the board of directors or senior management within the same timeframe [11][12][13]. Group 5: Dividend Policy - The acquirer has not proposed any significant changes to the dividend policy of Xiamen Tungsten, and the company has announced a shareholder return plan for the next three years [17][21].
山大地纬软件股份有限公司 关于控股股东、实际控制人变更事项的进展公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-11-06 03:47
Group 1 - The core point of the announcement is the transfer of 24.59% of shares from the controlling shareholder, Shandong Shanda Capital Operation Co., Ltd., to Shandong High-speed Group Co., Ltd., resulting in a change of the company's controlling shareholder and actual controller [1][2] - On October 25, 2025, the company announced the proposed change in controlling shareholder and actual controller, which was confirmed by a notice received on November 5, 2025, from Shandong Shanda Capital [1] - The transfer of shares requires compliance confirmation from the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation Limited [2] Group 2 - The announcement emphasizes that the company will continue to monitor the progress of the state-owned equity transfer and will fulfill its information disclosure obligations in accordance with relevant laws and regulations [2]
株洲时代新材料科技股份有限公司
Shang Hai Zheng Quan Bao· 2025-10-30 22:30
Core Viewpoint - The announcement details the transfer of shares from CRRC Zhuzhou Electric Locomotive Research Institute to CRRC Corporation Limited, resulting in a change of the controlling shareholder of Zhuzhou Times New Material Technology Co., Ltd. without altering the actual controller, which remains CRRC Group and ultimately the State-owned Assets Supervision and Administration Commission of the State Council [6][7][8]. Group 1: Share Transfer Details - CRRC Zhuzhou Electric Locomotive Research Institute transferred 251,418,735 shares of Zhuzhou Times New Material Technology, representing 27% of the total share capital, to CRRC Corporation Limited [6][7]. - Following the transfer, CRRC Corporation Limited will hold a total of 49.69% of the voting rights in Zhuzhou Times New Material, consolidating its control over the company [7][8][16]. Group 2: Agreements and Legal Framework - The share transfer was formalized through a "No Compensation Transfer Agreement" signed on October 30, 2025, which outlines the terms and conditions of the transfer [10][30]. - The agreement specifies that the transfer does not affect the employment relationships within Zhuzhou Times New Material and maintains its independent legal status [11][30]. Group 3: Regulatory Compliance and Future Steps - The transfer is subject to approval from relevant regulatory authorities, including the State-owned Assets Supervision and Administration Commission and the Shanghai Stock Exchange [17][35]. - The company will continue to monitor the progress of this transfer and fulfill its disclosure obligations as required by law [17][36].
株洲时代新材料科技股份有限公司收购报告书摘要
Shang Hai Zheng Quan Bao· 2025-10-30 22:28
Core Viewpoint - China CRRC Corporation Limited (referred to as "China CRRC") is acquiring 251,418,735 shares of Zhuzhou Times New Material Technology Co., Ltd. (referred to as "Times New Material"), representing 27.00% of the total share capital, through a non-compensatory transfer from its wholly-owned subsidiary, Zhuzhou Electric Locomotive Research Institute Co., Ltd. This acquisition will not change the actual controller of Times New Material, which remains under the control of CRRC Group and ultimately the State-owned Assets Supervision and Administration Commission of the State Council [3][31][50]. Group 1 - The acquisition involves a total of 251,418,735 shares, which will increase China CRRC's direct ownership in Times New Material to 27.00% [3][31]. - Following the acquisition, Zhuzhou Electric Locomotive Research Institute will hold 41,075,368 shares, or 4.41% of the total share capital [31]. - The total voting rights held by China CRRC and its concerted actions will amount to 49.69% after the acquisition [3][39]. Group 2 - The acquisition is part of a strategy to streamline shareholding structures and comply with the requirements of the State-owned Assets Supervision and Administration Commission [31]. - No additional plans for increasing or disposing of shares in Times New Material have been announced for the next 12 months [32]. - The acquisition process has been approved by the board of directors of both China CRRC and Zhuzhou Electric Locomotive Research Institute [33][34]. Group 3 - The acquisition will require further approvals from relevant state-owned asset supervision authorities and compliance confirmation from the Shanghai Stock Exchange [37]. - The shares involved in the acquisition are free from any restrictions such as pledges or judicial freezes [47]. - The transaction is structured as an internal transfer of state-owned equity, thus no payment is involved [48]. Group 4 - The legal opinion regarding the exemption from making a public offer has been obtained, confirming that the transfer does not change the actual controller of Times New Material [52]. - The overall shareholding structure of Times New Material will change, with China CRRC becoming the direct controlling shareholder [50]. - The acquisition aligns with the regulatory framework that allows for such transfers between entities under the same ultimate control [49].
中国太平洋保险(集团)股份有限公司 关于持股5%以上股东国有股权无偿划转股份过户完成的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-27 00:45
Group 1 - The company received a notification from its major shareholder, Shanghai International Group Co., Ltd., regarding the transfer of state-owned shares to support the optimization of state capital layout and structural adjustment [1] - The transfer involves 55,590,000 A-shares (0.58% of total shares) to Jiushi Group and 10,000,000 A-shares (0.10% of total shares) to Shanghai Electric Holding Group [1] - The details of the transfer were disclosed on September 16, 2025, on the Shanghai Stock Exchange website [1] Group 2 - On September 26, 2025, the company received written notification that the transfer had been approved by the Shanghai State-owned Assets Supervision and Administration Commission [2] - Following the completion of the transfer, Shanghai International Group holds 97,128,700 A-shares and 213,043,400 H-shares, totaling 959,554,607 shares (9.97% of total shares) when including its subsidiaries [2] - Jiushi Group directly holds 146,539,460 A-shares (1.52% of total shares) and Shanghai Electric Holding Group holds 10,000,000 A-shares (0.10% of total shares) [2]
中国太保国资股权拟划转:上海国际集团划出0.68%A股,久事集团、电气控股受让
Xin Lang Cai Jing· 2025-09-16 11:24
Core Viewpoint - The equity adjustment of China Pacific Insurance (Group) Co., Ltd. involves the transfer of shares from Shanghai International Group to Jiushi Group and Shanghai Electric Holding Group to support the optimization of state-owned capital layout and high-quality development [1][2]. Group 1: Share Transfer Details - Shanghai International Group plans to transfer 55.59 million A-shares (0.58% of total shares) to Jiushi Group and 10 million A-shares (0.10% of total shares) to Shanghai Electric Holding Group [1]. - After the transfer, Shanghai International Group's A-share holding in China Pacific Insurance will decrease from 1.69% to 1.01%, while its H-share holding remains unchanged at 2.21% [1]. - Jiushi Group's A-share holding will increase from 0.95% to 1.52%, and Shanghai Electric Holding Group will become a new shareholder with a holding of 0.10% [2]. Group 2: Historical Context - The shares being transferred were originally received by Shanghai International Group from Jiushi Group in April 2021, when Jiushi Group transferred 160 million A-shares (1.66% of total shares) to Shanghai International Group [3]. - Following the previous transfer, Jiushi Group's holding decreased from 2.61% to 0.95%, while Shanghai International Group's holding increased from 0% to 1.66% [3]. - China Pacific Insurance, established in May 1991, is a leading comprehensive insurance group in China, offering a full range of insurance services and listed in Shanghai, Hong Kong, and London [3].
中国太保(02601)股东国际集团无偿划转合共6559万股公司股份至久事集团及电气控股
智通财经网· 2025-09-15 13:57
Core Viewpoint - China Pacific Insurance (Group) Co., Ltd. is undergoing a significant change in its shareholder structure, with the transfer of state-owned shares aimed at optimizing capital layout and supporting the high-quality development of associated companies [1] Group 1: Shareholder Changes - Shanghai International Group Co., Ltd., a major shareholder holding over 5% of the company, plans to transfer 55.59 million A-shares (0.58% of total share capital) to Shanghai Jiushi Group Co., Ltd. and 10 million A-shares (0.10% of total share capital) to Shanghai Electric Group Co., Ltd. [1] - The share transfer is a non-compensatory transaction and does not involve a tender offer, with both parties having signed a transfer agreement [1] - The transfer of state-owned shares requires approval from the Shanghai State-owned Assets Supervision and Administration Commission [1]