人民财讯9月2日电，上海电力（600021）9月2日晚间公告，公司股票连续三个交易日内的累计涨幅偏离 值累计达20%，属于股票交易异常波动。公司关于购买KES POWER LTD.持有的K-ELECTRIC LIMITED股份的重大资产购买尚未完成交割。鉴于交易条件一直未能落实且不再具备实施条件，公司 正在组织相关方研究终止此次交易的相关事宜，并履行内部相关程序。 ...

Core Viewpoint - The legal opinion letter issued by Beijing King & Wood Mallesons (Hangzhou) Law Firm confirms the implementation status of the major asset acquisition by Huawang Ecological Engineering Co., Ltd, specifically the cash purchase of 55.50% equity in Anhui Niwei Automotive Power Systems Co., Ltd [1][4][14] Group 1: Transaction Overview - The transaction involves Huawang's wholly-owned subsidiary, Suzhou High-tech Zone Chenshun Haijing Management Consulting Co., Ltd, purchasing a total of 20,096,832 yuan registered capital (50.11% of Niwei's registered capital) from non-state-owned shareholders and 2,160,000 yuan registered capital (5.39% of Niwei's registered capital) from state-owned shareholders through public bidding [5][11] - The total assessed value of 100% equity in Niwei is 1,223.15 million yuan, with the transaction price for the non-state-owned equity set at 601.37 million yuan [6][11] Group 2: Approval and Authorization - The transaction has received necessary approvals from various meetings of Huawang's board and supervisory committee, including resolutions passed on March 14, June 5, August 1, and August 21, 2025 [9][10] - The non-state-owned equity transaction has completed the required approval and authorization procedures, while the state-owned equity transaction still requires additional approvals from the public transfer process [10][14] Group 3: Implementation Status - As of the date of the legal opinion, the non-state-owned equity transfer has been completed with the necessary business registration changes, and Huawang's subsidiary holds the 50.11% equity in Niwei [11][12] - The total payment made by the subsidiary for the first three phases of the transaction amounts to 306.70 million yuan, with further payments contingent on the acquisition of financing [11][12] Group 4: Compliance and Commitments - The actual situation of the transaction aligns with previously disclosed information, with no significant discrepancies noted [12][14] - All relevant agreements related to the non-state-owned equity transaction have been fulfilled, and there are no violations of commitments disclosed in the restructuring report [13][14]

Core Viewpoint - HNA Holding has responded to the Shanghai Stock Exchange's inquiry regarding the major asset acquisition proposal, providing detailed explanations on the target company's main assets, profitability, valuation, related transactions, and transaction arrangements [1] Summary by Relevant Sections Target Company's Main Asset Situation - As of the end of 2024, the target company had accounts receivable of 419 million yuan, accounting for 79.77% of current assets, with accounts receivable representing 108.83% of operating income, an increase of 16.89 percentage points year-on-year [2] - The proportion of accounts receivable over one year reached 47.77%, up by 10.39 percentage points from the end of the previous year [2] - The decrease in operating cash recovery is attributed to factors such as reduced training hours and delayed payments from clients, with a significant portion of receivables settled through client bill discounting [2] Target Company's Profitability Analysis - The net profit attributable to the parent company from 2021 to 2024 was 79 million yuan, 9 million yuan, 185 million yuan, and 70 million yuan, indicating significant volatility [3] - In 2024, operating income was 385 million yuan, a decrease of 8.55% year-on-year, and net profit was 70 million yuan, down 62.17% year-on-year, primarily due to a decline in training hours [3] - The company attributes performance fluctuations to public health events, bankruptcy restructuring, and occasional asset disposals, asserting its capability for stable operations [3] Valuation Considerations - The previous transaction for 100% equity of the target company was priced at 749 million yuan, while the current transaction is priced at 799 million yuan, without performance compensation clauses [4] - The increase in valuation is justified by the recovery of flight training business post-bankruptcy restructuring, with the income approach reflecting the company's profitability [4] Related Transactions and Independence - The company and its affiliates accounted for 82.49% of the target company's revenue in 2024, with related party revenue making up 21.7% [5] - HNA Holding asserts that the involvement of related parties does not compromise the independence of the target company's operations [5] Transaction Arrangement Rationality - The company plans to acquire 100% equity of the target company for 799 million yuan in cash, with an asset-liability ratio of 98.91% at the end of 2024 [7] - The acquisition will be funded by the company's own funds, ensuring that it does not impact daily operations or increase financial pressure [7]

Core Viewpoint - The legal opinion provided by Beijing Deheng Law Firm confirms that Hainan Airlines Holding Co., Ltd.'s cash purchase of assets complies with relevant laws and regulations, and there are no significant legal obstacles or risks affecting the transaction [6][16]. Group 1: Transaction Overview - The transaction involves Hainan Airlines Holding Co., Ltd. acquiring Hainan Tianyu Flight Training Co., Ltd. through a cash payment, with the share transfer agreement signed on August 27, 2025 [5]. - The transaction's evaluation report indicates a valuation difference of approximately 47.46 million RMB between the income approach and the asset-based approach [6]. - The approval and authorization processes for the transaction have been completed, ensuring compliance with legal requirements [7]. Group 2: Financial and Tax Considerations - Hainan Tianyu Flight Training Co., Ltd. benefits from a reduced corporate income tax rate of 15% under the Hainan Free Trade Port tax incentive policy, which has been extended until December 31, 2027 [8]. - The company has reported a minor proportion of related party transactions, with related purchases amounting to 100.43 million RMB, representing 1.26% of the operating costs for the first four months of 2025 [12]. Group 3: Corporate Governance and Management - Hainan Tianyu's governance structure allows for the participation of Hainan Airlines Group in daily operations, ensuring compliance with safety management standards [9][10]. - The management changes and operational oversight by Hainan Airlines Group are deemed necessary for maintaining safety and operational standards in flight training [10]. Group 4: Related Party Transactions - The related party transactions before and after the acquisition show minimal changes, with related purchases decreasing from 3.38% to 3.04% of operating costs, and related sales increasing slightly from 7.59% to 7.80% of operating income [13][14]. - The transactions are conducted at market prices, ensuring fairness and compliance with legal standards [12][14]. Group 5: Insider Information Compliance - The self-examination reports confirm that no insider trading occurred during the transaction period, with all parties adhering to legal and regulatory requirements [15][16]. - The independent financial advisor, Galaxy Securities, has established strict information barriers to prevent conflicts of interest and insider trading [16]. Group 6: Conclusion - The legal opinion concludes that the cash purchase of assets by Hainan Airlines Holding Co., Ltd. meets all legal and regulatory requirements, with no significant legal risks identified [16][18].

海南航空控股股份有限公司独立董事 关于《关于对海南航空控股股份有限公司重大资产购买草案 的问询函》的回复 海南航空控股股份有限公司（以下简称"海航控股"或"公司"）于 2025 年 买草案的问询函》 （上证公函【2025】0871 号） 合标的公司现有关联方应收款回款情况，说明上市公司并表收购完成后是否会存 在应收账款无法回收的风险，若产生相关坏账损失是否会进一步影响上市公司业 绩，对此公司拟采取的应对措施。请独立财务顾问、独立董事发表意见。" 询函》要求，作为公司的独立董事，我们根据《上市公司独立董事管理办法》 《上 海证券交易所股票上市规则》等法律法规及《公司章程》的相关规定，本着勤勉 尽责的原则，与管理层认真讨论了《问询函》的内容，并审核了相关资料，就《问 询函》第 4 个问题发表独立意见： 一、问询函问题 "4.关于关联交易及独立性。草案显示，公司及关联方为标的公司主要客户， 易将新增为海航控股关联销售及应收款。此外草案显示，海航控股关联方在报告 期内存在参与天羽飞训经营的情况。 请公司： （1）补充披露公司关联方参与标的公司经营业务的具体情况，说明 在标的公司资产出售的情况下关联方继续参与经营的原因 ...

证券代码：688228 证券简称：开普云 公告编号：2025-052 开普云信息科技股份有限公司 （www.sse.com.cn）披露的相关公告。 截至本公告披露日，鉴于本次交易涉及的审计、评估工作尚未完成，公司董 事会决定暂不召开股东大会审议本次交易事项。公司将在相关审计、评估工作完 成后，再次召开董事会审议本次交易的相关事项，并依照法定程序召开股东大会 审议本次交易的相关事项。 特此公告。 相关事项的公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 开普云信息科技股份有限公司（以下简称"公司"）于 2025 年 8 月 22 日召开 公司第三届董事会第二十六次临时会议审议通过了《关于 <开普云信息科技股份> 有限公司重大资产购买暨关联交易预案>及其摘要的议案》《关于 <开普云信息> 科技股份有限公司发行股份购买资产暨关联交易预案>及其摘要的议案》等相关 议案，公司拟通过支付现金的方式购买深圳市金泰克半导体有限公司（以下简称 "深圳金泰克"）持有的南宁泰克半导体有限公司（以下简称"南宁泰克"）70% 股权、以发行股份的 ...

Core Viewpoint - Anning Co., Ltd. (002978.SZ) responded to the Shenzhen Stock Exchange's inquiry regarding the funding sources and payment arrangements for a significant asset purchase valued at 650,768.80 million yuan [1] Funding Sources and Payment Arrangements - The company will pay a total of 369,829.54 million yuan to acquire 100% equity of the target company, with the equity transfer contingent upon the payment [1] - Prior to the transfer of equity, the target company's investors will not be able to access the equity value [1] - The payment for the transaction will be made to the administrator's account, ensuring that the funds are managed and supervised by the administrator and the court, preventing issues with equity transfer after full payment [1] Financial Position - As of August 12, 2025, the company reported available funds of 3.26 billion yuan, with anticipated merger loans not exceeding 3 billion yuan and shareholder loans not exceeding 1 billion yuan [1] - The company has accounted for its daily operational funding needs through self-owned funds, merger loans, and shareholder loans, estimating a total available scale exceeding the required payment for the restructuring investment of approximately 1 billion yuan, thus leaving room for daily funding needs [1]

Core Viewpoint - Sichuan Anning Iron Titanium Co., Ltd. plans to acquire 100% equity of Jingzhi Mining and its related companies through a cash payment of 650,768.80 million yuan, aiming for a substantial merger and restructuring [1][2]. Group 1: Transaction Details - The transaction price of 650,768.80 million yuan is based on the previous auction price from Wenzhou Yingsheng Industrial Co., Ltd. and considers the synergy between the companies [2][6]. - The payment schedule includes three installments: 335,075.78 million yuan within 30 days, 191,417.66 million yuan within 90 days, and 89,521.60 million yuan within nine months after the court's approval of the restructuring plan [2][3]. - The company has already paid a deposit of 34,753.76 million yuan, which will be part of the restructuring investment [8]. Group 2: Financial Arrangements - The company plans to fund the transaction through self-owned funds, acquisition loans, and shareholder loans, with an expected total funding capacity exceeding 1 billion yuan [8][10]. - The company has maintained strong short-term solvency, with liquidity ratios of 3.92, 4.86, and 4.36 in recent periods, indicating a solid financial position [10]. - The company has received support from banks for acquisition loans, with expected interest rates lower than the market average [11]. Group 3: Asset Evaluation - The evaluation of Jingzhi Mining's 100% equity used both asset-based and income approaches, with asset-based valuation at 519,941.24 million yuan and income valuation at 688,762.28 million yuan, showing significant value appreciation [19][21]. - The evaluation of the mining rights indicates a substantial increase in value, with a current assessment of 350,576.51 million yuan, reflecting a 1,096.15% increase from the book value [46]. Group 4: Strategic Benefits - The acquisition is expected to enhance the company's resource reserves significantly, with the potential for further exploration in surrounding areas [14][16]. - The merger will help mitigate safety risks associated with adjacent mining operations and streamline production processes [15][16]. - The company aims to leverage its extensive mining experience to maximize the operational efficiency of the acquired assets, thereby enhancing overall economic benefits [16][17].

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the major asset acquisition by Sichuan Anning Titanium Iron Co., Ltd., emphasizing the transaction's compliance with relevant regulations and its potential impact on the company's operations and financials [1][2][3]. Group 1: Transaction Overview - The company plans to pay a cash consideration of 650,768.80 thousand yuan to acquire 100% equity of Panzhihua Jingzhi Mining Co., Ltd. and its subsidiaries, which are currently undergoing a substantial merger and restructuring [7][8]. - The main business of Jingzhi Mining involves the mining, washing, and sales of vanadium-titanium magnetite, with primary products being vanadium-titanium iron concentrate and titanium concentrate [7]. Group 2: Financial Impact - The transaction is expected to enhance the company's resource reserves, business scale, market share, and profitability, aligning with its strategic goal of integrating resources and extending the industrial chain [8][9]. - Post-transaction, the company's total assets are projected to increase from 1,095,723.90 thousand yuan to 1,545,532.51 thousand yuan, while total liabilities will rise from 253,031.11 thousand yuan to 734,722.75 thousand yuan [10][12]. - The net profit is anticipated to decrease from 23,032.30 thousand yuan to 17,110.90 thousand yuan due to the current loss-making status of the acquired companies, but profitability is expected to improve once operations resume [12][17]. Group 3: Regulatory Compliance and Governance - The independent financial advisor has confirmed that the transaction complies with legal and regulatory requirements, ensuring that the disclosed information is truthful, accurate, and complete [2][3]. - The company's major shareholders and management have committed to not reducing their shareholdings during the transaction process, ensuring stability in governance [13][14]. Group 4: Investor Protection Measures - The company has engaged qualified independent financial, legal, auditing, and evaluation firms to ensure fair and reasonable pricing of the transaction [14][16]. - A network voting platform will be provided for shareholders to participate in the decision-making process regarding the transaction, enhancing transparency and accessibility [15][16].

Core Viewpoint - The company, Sichuan Anning Titanium Iron Co., Ltd., is undergoing a significant asset acquisition, with the evaluation of the target asset, Jingzhi Mineral, showing a substantial increase in value through both asset-based and income approaches, indicating strong potential for future profitability [1][3][20]. Group 1: Asset Evaluation - The asset evaluation as of March 31, 2025, indicates an increase of 484,290.09 million yuan, with an appreciation rate of 1,831.95% using the asset-based method [3][20]. - The evaluation of finished products is based on a detailed report that estimates the low-grade ore stockpile at 57,961.3 thousand tons, with iron and titanium grades of 15.22% and 5.61%, respectively [3][5]. - The income approach assumes that the acquisition will enable the company to leverage synergies, leading to enhanced operational efficiency and profitability [9][20]. Group 2: Financial Metrics - The expected sales revenue from the processed products is calculated to be 742,908.00 million yuan, based on the estimated production of iron and titanium concentrates [6][20]. - The operating costs and investments are derived from a feasibility report, with total costs including construction investment of 23,060.00 million yuan and taxes of 27,543.00 million yuan [6][20]. - The net profit is projected after deducting taxes and appropriate profit margins, leading to a final evaluation value of 131,959.00 million yuan for the finished products [7][20]. Group 3: Methodology and Assumptions - The evaluation methods employed include both the asset-based approach and the income approach, with the latter considering specific synergies from the acquisition [10][20]. - Key parameters for the income approach include a discount rate of 9.61%, which reflects the weighted average cost of capital (WACC) and is justified by recent comparable cases in the industry [15][20]. - The differences in valuation results between the two methods are attributed to the expected operational synergies and the specific management capabilities of Anning Co. post-acquisition [11][20].