重大资产出售暨关联交易
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珠海珠免集团股份有限公司关于收到上海证券交易所《关于对珠海珠免集团股份有限公司重大资产出售暨关联交易草案的问询函》的公告
Shang Hai Zheng Quan Bao· 2025-11-20 19:19
Core Viewpoint - Zhuhai Zhumian Group Co., Ltd. is undergoing a significant asset sale and related party transaction, involving the sale of 100% equity in its subsidiary, Zhuhai Gree Real Estate Co., Ltd., to related party Toujie Holdings for a cash price of 551,753.65 million yuan, which constitutes a major asset restructuring [1][2]. Group 1: Transaction Arrangement - The transaction involves Toujie Holdings, established on September 16, 2025, with a registered capital of 10 million yuan, making a phased cash payment, with the first payment being 30% of the transaction price, amounting to 165,526.10 million yuan, to be paid within five working days after the agreement takes effect [2]. - The agreement stipulates that the company will be deemed to have fulfilled its obligation to deliver the asset regardless of whether the asset has completed the necessary registration or filing procedures [2]. - The remaining payments will be made within one and two years after the agreement takes effect, raising questions about the legal risks associated with the delivery of assets before full payment [2]. Group 2: Guarantee Matters - The company and its subsidiaries will provide guarantees for the asset until six months after the asset delivery date, with Toujie Holdings providing counter-guarantees to the listed company [3]. - The company is required to disclose the current status of guarantees related to the asset, including amounts, creditors, and repayment arrangements [3]. - There is a need to assess whether the repayment of debts relies on the guarantees and the adequacy of the counter-guarantees provided by Toujie Holdings [3]. Group 3: Other Matters - The asset valuation method used is the asset-based approach, with a valuation result of 551,753.65 million yuan and a depreciation rate of 1.81%, including specific depreciation amounts for inventory and long-term equity investments [4]. - There are 103 properties owned by the asset, of which 83 are mortgaged, and five properties have not yet obtained ownership certificates as of July 31, 2025 [4]. - The company must address how these mortgage and ownership issues may affect the transaction payment arrangements [4]. Group 4: Approval Requirements - The asset sale and related party transaction require formal approval from the relevant state-owned assets department, approval from the company's shareholders, and other necessary legal approvals before implementation [5].
*ST南置(002305) - 投资者关系活动记录表(2025年半年度业绩说明会)
2025-09-04 09:06
Group 1: Asset Disposal and Financial Status - The company is actively promoting the disposal of major assets, with announcements made on May 24, June 25, July 25, and August 23 regarding the progress of asset disposal and related transactions [2][3][7]. - As of June 30, 2025, the company's net assets were reported at -2.65 billion yuan, indicating significant financial challenges [4]. - The company has incurred losses exceeding 5 billion yuan over the past four years, prompting discussions on the need for strategic changes [3][7]. Group 2: Investor Concerns and Company Responses - Investors have raised concerns about the sustainability of operations given the current revenue and cost structure, with a reported revenue of 1 yuan against a cost of 2 yuan [2][3]. - The company reassured investors that the asset disposal is aimed at improving asset quality, optimizing the asset structure, and enhancing sustainable operational capabilities [6][7]. - There is a requirement for the company to turn its net assets positive by the end of 2025 to avoid delisting risks, with less than four months remaining to achieve this [8]. Group 3: Future Business Direction - Post-asset disposal, the company plans to position itself as a platform for urban comprehensive operations under the China Electric Power Construction Group, focusing on commercial, office, and long-term rental apartment businesses [7][8]. - The management emphasized that the asset disposal will help maintain investor interests and improve the company's operational viability [5][6].
南国置业股份有限公司 股票交易异常波动公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-22 19:30
Group 1: Stock Trading Anomaly - The stock of Nanguo Real Estate Co., Ltd. experienced a cumulative price drop exceeding 12% over three consecutive trading days (August 19, 20, and 21) [2] - The company conducted a self-examination and confirmed that there were no undisclosed significant matters affecting stock prices [3][4] - The company is planning a major asset sale and related transactions, with the controlling shareholder intending to acquire real estate development assets and liabilities [3] Group 2: Legal Proceedings - The company's wholly-owned subsidiary, Wuhan Dabenying Commercial Management Co., Ltd., is involved in an administrative lawsuit seeking compensation of 202.41 million yuan [9][10] - A recent ruling from the Wuhan Intermediate People's Court overturned a previous judgment that dismissed the subsidiary's claims [11] - The outcome of this lawsuit is not expected to impact the company's profits for the fiscal year 2025 [12]
南国置业股份有限公司股票交易异常波动公告
Shang Hai Zheng Quan Bao· 2025-08-14 19:14
Group 1 - The company experienced abnormal stock trading fluctuations, with a cumulative closing price increase exceeding 12% over three consecutive trading days (August 12, 13, and 14) [1] - The board of directors conducted a self-examination and confirmed that there were no undisclosed significant matters affecting the stock price [2][3] - The company is planning a major asset sale and related party transaction, where its controlling shareholder intends to acquire its real estate development business and related assets and liabilities [2] Group 2 - The board confirmed that there are no undisclosed matters that should have been disclosed according to the Shenzhen Stock Exchange regulations [3] - The controlling shareholder and actual controller did not trade the company's stock during the period of abnormal trading fluctuations [2] - The company has been subject to "delisting risk warning" due to negative net assets and "other risk warning" due to uncertainty in its ability to continue as a going concern [5]
*ST中地: 中交地产2025年第五次临时股东大会法律意见书
Zheng Quan Zhi Xing· 2025-08-11 10:12
Group 1 - The legal opinion confirms that the convening and holding procedures of the 2025 fifth extraordinary general meeting of shareholders of China Communications Real Estate Group Co., Ltd. comply with relevant laws and regulations [5][30]. - The total number of shares held by the company is 747,098,401, with 434 shareholders (or their agents) attending the meeting, representing 496,350,765 shares [5][6]. - The meeting was held on August 11, 2025, combining on-site and online voting methods, with specific time slots for voting [4][5]. Group 2 - The voting results for the proposals discussed at the meeting indicate that the proposal regarding the major asset restructuring was approved with 104,578,160 shares in favor, representing 1.3503% of the total voting rights [7][9]. - The proposal concerning the major asset sale and related party transactions was also approved with similar voting results, indicating strong support from minority shareholders [9][15]. - The legal opinion states that all resolutions passed during the meeting are legally valid and comply with the company's articles of association and relevant regulations [30][31].
思创医惠: 北京德恒(杭州)律师事务所关于思创医惠科技股份有限公司重大资产出售暨关联交易实施情况的法律意见
Zheng Quan Zhi Xing· 2025-08-05 16:20
Group 1 - The core opinion of the article is that the legal opinion issued by Beijing Deheng (Hangzhou) Law Firm confirms the legality and compliance of the major asset sale and related transactions of Sichuang Medical Technology Co., Ltd [1][4][14] - The transaction involves the transfer of 100% equity of Yihui Technology by Sichuang Medical to Shanhai Digital for a total price of 299.5995 million yuan [5][10] - The payment for the transaction will be made in cash, with the entire amount to be paid before the completion of the asset transfer [6][10] Group 2 - The legal opinion states that the transaction has received necessary approvals and authorizations from the company's board and shareholders [8][10][14] - The transfer of ownership for the assets has been completed, and the relevant registration procedures have been carried out [11][14] - There are no significant discrepancies between the actual situation of the transaction and the previously disclosed information [11][14] Group 3 - The company has confirmed that there have been no changes in the board of directors, supervisors, or senior management personnel of either the listed company or the target company since the disclosure of the restructuring report [12][14] - The transaction does not involve the transfer of debts and liabilities of the target company, and there have been no instances of fund occupation or guarantees provided to related parties during the transaction process [13][14] - All parties involved in the transaction are fulfilling their commitments and agreements as per the signed equity transfer agreement [13][14]
*ST中地: 第十届监事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-07-25 16:48
Core Viewpoint - The company, China Communications Real Estate Co., Ltd., has approved a revised draft of the major asset sale and related party transaction report during its supervisory board meeting, which is subject to shareholder approval [1][2][3] Group 1: Meeting Details - The fourth meeting of the tenth supervisory board was held on July 24, 2025, with all three supervisors present [1] - The meeting was chaired by Mr. Ye Chaofeng and complied with the relevant provisions of the Company Law and the company's articles of association [1] Group 2: Resolutions Passed - The supervisory board unanimously approved the revised draft of the major asset sale and related party transaction report, with a vote of 3 in favor, 0 against, and 0 abstentions [1][3] - The board also approved the audit report and review report related to the extended audit date of April 30, 2025, with the same voting results [3] - A resolution was passed to continue providing guarantees for certain target companies and their subsidiaries after the completion of the major asset sale, which will also require shareholder approval [3]
思创医惠: 北京德恒(杭州)律师事务所关于思创医惠科技股份有限公司重大资产出售暨关联交易的补充法律意见(二)
Zheng Quan Zhi Xing· 2025-07-14 11:17
Core Viewpoint - The document provides supplementary legal opinions regarding the major asset sale and related transactions of Sichuang Medical Technology Co., Ltd, confirming that the transaction complies with relevant laws and regulations, and that the involved parties have the necessary qualifications and approvals [5][14]. Group 1: Transaction Overview - The transaction plan remains unchanged as of the date of the supplementary legal opinion, and it complies with the relevant regulations [5][14]. - The transaction constitutes a related party transaction and a major asset restructuring, but does not qualify as a restructuring listing [5][14]. Group 2: Qualification of Parties - Both parties involved in the transaction have the necessary qualifications to participate in the major asset restructuring [5][14]. Group 3: Approvals and Authorizations - The transaction has obtained necessary approvals and authorizations from the company's board, including agreements from independent directors to submit related matters for board review [5][14]. Group 4: Related Agreements - The content and form of the share transfer agreement comply with relevant regulations and have been signed, becoming effective upon meeting specified conditions [5][14]. Group 5: Asset Details - The corporate structure of Yihui Technology (Guangdong) Co., Ltd has changed, and the total subscribed capital is 1,000 million yuan, with a 100% ownership structure [8]. - The rental situation of Yihui Technology's properties remains unchanged, with specific details on rental areas and terms provided [8]. Group 6: Financial Status - As of May 28, 2025, Yihui Technology's accounts receivable balance is 72,798.13 million yuan, with a bad debt provision of 46,067.03 million yuan [9]. Group 7: Legal Matters - Yihui Technology has not concluded any significant litigation or arbitration cases as of the date of the opinion [11]. - There are no ongoing administrative penalty cases against Yihui Technology [11]. Group 8: Related Transactions and Competition - The transaction involves related party transactions, and necessary approval procedures have been followed to avoid new competition in the same industry [12][14]. Group 9: Information Disclosure - The company has fulfilled its major information disclosure obligations related to the transaction, including board resolutions and relevant reports [12][16]. Group 10: Conclusion - The transaction meets the substantive conditions outlined in the restructuring management measures, and all involved securities service institutions are qualified to provide services for the transaction [14][16].
思创医惠: 第六届监事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-07-14 11:14
Group 1 - The sixth session of the Supervisory Board of the company was held on July 14, 2025, with all three supervisors present, and the meeting complied with legal regulations [1] - The company plans to sell its stake in Yihui Technology Co., Ltd. to Cangnan Shanhai Digital Technology Co., Ltd., and has revised the related asset sale and connected transaction report [1][2] - The financial data in the transaction documents has expired, prompting an extension audit by Tianjian Accounting Firm, which issued an audit report as of February 28, 2025 [2] Group 2 - The proposal regarding the asset sale requires approval at the company's third extraordinary general meeting in 2025 [2][3] - The company will amend relevant provisions in its Articles of Association in accordance with legal regulations [2][3]
卧龙新能: 卧龙新能2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-24 17:48
Core Viewpoint - The company is planning to sell 90% of its stake in Shanghai Mining to Zhejiang Wolong Shenyu Investment Co., Ltd, which is a significant asset sale and constitutes a major asset restructuring according to relevant regulations [4][10][22]. Meeting Notice - The company emphasizes the importance of maintaining shareholder rights and ensuring orderly conduct during the shareholder meeting [1][2]. - Shareholders are required to bring identification and arrive on time for registration [1][2]. Meeting Agenda - The meeting is scheduled for June 30, 2025, at 1:00 PM in Shaoxing, Zhejiang Province [4]. - The agenda includes discussions on the major asset sale, compliance with regulations, and the independence of the evaluation agency [4][5][6]. Proposed Resolutions - The company proposes to transfer 90% of its stake in Shanghai Mining, with the transaction price set at approximately 191.11 million yuan after adjustments for cash dividends [7][8]. - The evaluation of the asset was conducted by Zhonglian Asset Appraisal Group, with the total value of 100% of Shanghai Mining assessed at 226.9 million yuan [7][18]. Compliance and Legal Framework - The transaction complies with the Company Law, Securities Law, and relevant asset restructuring regulations [6][30]. - The company has ensured that all necessary legal procedures have been followed, and the documentation is valid [30][31]. Financial Impact - The asset sale is expected to enhance the company's operational capabilities and focus on renewable energy business, resolving any competition issues with its controlling shareholder [20][21]. Shareholder Rights - Shareholders are reminded of their rights to speak, inquire, and vote during the meeting, while also being required to respect the meeting's order [2][3]. Evaluation and Independence - The evaluation agency's independence and the appropriateness of the evaluation methods have been confirmed, ensuring fair pricing for the transaction [16][31].