向特定对象发行股票

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双环科技: 关于双环科技股份有限公司2023年度向特定对象发行股票之发行过程及认购对象合规性的法律意见
Zheng Quan Zhi Xing· 2025-08-05 16:20
Core Viewpoint - The legal opinion issued by Beijing Deheng Law Firm confirms that Hubei Shuanghuan Technology Co., Ltd. has complied with all necessary legal and regulatory requirements for its private placement of A-shares to specific investors in 2023 [3][4][17]. Group 1: Approval and Authorization - The company has obtained necessary approvals and authorizations for the issuance, including resolutions from the board of directors and shareholders regarding the non-public offering of A-shares [4][7]. - The issuance plan has been approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission, allowing the company to issue up to 139,243,729 shares and raise a total of no more than 708.96 million yuan [6][7]. Group 2: Issuance Process and Compliance - The company sent out subscription invitations to qualified investors, which included details on subscription conditions, timelines, and pricing [8][11]. - The pricing for the shares was set at 5.88 yuan per share, based on the average trading price over the previous 20 trading days, and a total of 120,571,428 shares were issued, raising approximately 708.96 million yuan [10][11]. Group 3: Subscription and Investor Qualification - A total of 32 investors submitted valid subscription bids during the designated period, with the majority meeting the legal and regulatory requirements for participation [9][14]. - The investors included private equity funds and other qualified entities, all of which were verified to have the necessary qualifications to participate in the offering [16][17]. Group 4: Legal Documentation and Agreements - The company has signed subscription agreements with all participating investors, detailing the terms of the subscription, including pricing, quantity, and payment methods [11][12]. - The legal opinion confirms that all related documents, including the subscription invitation and agreements, are valid and comply with relevant regulations [17].
山东鲁抗医药股份有限公司 关于向特定对象发行股票申请文件的审核问询函回复更新的提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-01 23:13
登录新浪财经APP 搜索【信披】查看更多考评等级 根据上交所进一步审核意见,公司会同相关中介机构对部分回复内容进行了补充与修订,具体内容详见 公司于同日在上海证券交易所网站(www.sse.com.cn)披露的《关于山东鲁抗医药股份有限公司向特定 对象发行股票申请文件的审核问询函的回复(修订稿)》等相关文件。 公司本次向特定对象发行股票事项尚需通过上交所审核,并获得中国证券监督管理委员会(以下简 称"中国证监会")同意注册的批复后方可实施,最终能否通过上交所审核并获得中国证监会同意注册的 批复及其时间尚存在不确定性。公司将根据该事项的进展情况及时履行信息披露义务,敬请广大投资者 注意投资风险。 特此公告。 山东鲁抗医药股份有限公司董事会 2025年8月2日 本公司董事会及全体董事保证本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、准确性和完整性承担法律责任。 山东鲁抗医药股份有限公司(以下简称"公司")于近期收到上海证券交易所(以下简称"上交所")出具 的《关于山东鲁抗医药股份有限公司向特定对象发行股票申请文件的审核问询函》(上证上审(再融 资)〔2025〕137号,以下简称《问询 ...
上海新致软件股份有限公司 关于2024年度向特定对象发行A股股票申请文件的审核问询函回复及募集说明书等申请文件更新的提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-01 23:13
Core Viewpoint - Shanghai Xinzhi Software Co., Ltd. has received an inquiry letter from the Shanghai Stock Exchange regarding its application for a specific issuance of A-shares, indicating ongoing regulatory scrutiny and the need for compliance with the exchange's requirements [1][2]. Group 1 - The company received the inquiry letter on June 24, 2025, from the Shanghai Stock Exchange, which outlines questions regarding its application for a specific issuance of A-shares [1]. - In response to the inquiry letter, the company, along with relevant intermediaries, conducted a thorough review and addressed each issue raised, submitting the response materials to the Shanghai Stock Exchange [2]. - The company has revised and improved its fundraising prospectus and other application documents based on the feedback from the Shanghai Stock Exchange, with the updated documents disclosed on the exchange's website [2]. Group 2 - The issuance of A-shares is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval timeline and outcome [2]. - The company commits to timely information disclosure regarding the progress of this matter, urging investors to remain cautious about investment risks [2].
亚威股份: 关于向特定对象发行股票审核问询函回复及募集说明书等申请文件更新的提示性公告
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Viewpoint - Jiangsu Yawen Machine Tool Co., Ltd. is in the process of issuing stocks to specific investors, which requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission [1][2]. Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a specific stock issuance on July 15, 2025 [1]. - The company has conducted thorough research and addressed the inquiries by supplementing materials and responding to questions as required by the inquiry letter [1]. - The company has revised the relevant content in its application documents for the stock issuance and listing on the main board [1]. Group 2 - The stock issuance is subject to approval from the Shenzhen Stock Exchange and requires registration consent from the China Securities Regulatory Commission before implementation [2]. - There is uncertainty regarding whether the company will pass the Shenzhen Stock Exchange's review and receive the registration consent from the China Securities Regulatory Commission, along with the timing of such decisions [2]. - The company will fulfill its information disclosure obligations based on the progress of this matter [2].
亚威股份: 北京国枫律师事务所关于江苏亚威机床股份有限公司申请向特定对象发行股票的补充法律意见书之一
Zheng Quan Zhi Xing· 2025-08-01 16:35
Core Viewpoint - Jiangsu Yawey Machine Tool Co., Ltd. is seeking to issue shares to specific targets, with a total fundraising amount not exceeding 924.5749 million yuan, and the issuance will result in Yangzhou Industrial Development Group becoming the controlling shareholder, with the Yangzhou State-owned Assets Supervision and Administration Commission as the actual controller [3][4][10]. Fundraising and Project Allocation - The proposed fundraising will allocate 303.66 million yuan to the second phase of the servo press and automated stamping line project, while 620.9149 million yuan will be used to supplement working capital and repay bank loans [4][10]. - The first phase of the project began construction in 2023 and is currently in trial production, with a designed capacity of 2,000 presses and 100 automated stamping lines per year [4][10]. Regulatory Approvals and Progress - The fundraising requires approval from the State-owned Assets Supervision and Administration Department, which has not yet been obtained [3][5]. - As of June 20, 2025, the Yangzhou Industrial Development Group's subscription for shares has been approved by the Jiangsu Provincial Government's State-owned Assets Supervision and Administration Commission [6][10]. - The Yangzhou Jiangdu District People's Government has issued a land acquisition announcement for the project site, and the company will participate in the bidding process for the land [8][9]. Financial Sources and Stability - The subscription funds will come from 40% self-owned funds and 60% acquisition loans, with a total fundraising amount of 924.5749 million yuan [11][12]. - The Yangzhou Industrial Development Group has a cash balance of 446 million yuan as of June 30, 2025, which is sufficient to cover the acquisition needs [13]. Shareholding and Control - The Yangzhou State-owned Assets Supervision and Administration Commission does not directly or indirectly hold shares in Yawey Machine Tool, and there are no agreements for voting rights or concerted actions regarding shareholding [14][15]. - The actual controller of the subscription target, Yangzhou Industrial Development Group, has committed not to reduce its holdings in Yawey Machine Tool for six months after the pricing benchmark date [16][17]. Historical Fundraising and Compliance - The company has not changed the use of funds from previous fundraising activities, and all fundraising activities have complied with relevant regulations [18][19][20].
燕东微: 向特定对象发行A股股票结果暨股本变动的公告
Zheng Quan Zhi Xing· 2025-08-01 16:23
Summary of the Issuance Announcement Core Viewpoint The announcement details the completion of a specific issuance of A-shares by Beijing Yandong Microelectronics Co., Ltd., including the number of shares issued, pricing, and the implications for the company's capital structure and shareholder distribution. Group 1: Issuance Overview - The company issued a total of 225,083,986 shares at a price of 17.86 RMB per share [1][5] - The shares were fully subscribed in cash, with no asset transfer involved [6] - The shares will be subject to a 36-month lock-up period before they can be transferred [8] Group 2: Fundraising and Financial Impact - The total amount raised from the issuance is approximately 4.02 billion RMB, with a net amount of about 4.01 billion RMB after deducting issuance costs [5] - The funds will be used for the 12-inch integrated circuit production line project and to supplement working capital [12] - The issuance is expected to enhance the company's asset scale and reduce financial risk, thereby optimizing the capital structure [12] Group 3: Shareholder Structure Changes - Before the issuance, the largest shareholder, Beijing Electronic Holdings Co., Ltd., held 34.96% of the shares [10] - Post-issuance, this shareholder's stake increased to 45.21%, indicating a significant concentration of ownership [11] - The issuance does not alter the control of the company, as Beijing Electronic remains the controlling shareholder [12] Group 4: Compliance and Regulatory Approval - The issuance process adhered to all necessary internal and external approval procedures, receiving the required regulatory approvals from the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][7] - The legal and financial advisors confirmed the compliance of the issuance process with relevant laws and regulations [7][12]
江苏亚威机床股份有限公司向特定对象发行股票审核问询函回复解读:资金来源、募投项目与经营情况剖析
Xin Lang Cai Jing· 2025-08-01 16:01
Core Viewpoint - Jiangsu Yawen Machine Tool Co., Ltd. has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for a specific stock issuance, with key responses provided by the auditing firm. Fund Sources and Compliance - The subscription for the stock issuance will be made by Yangzhou Chanfang Group, with a total fundraising amount of 924.57 million yuan, where 40% will be paid using self-owned funds and 60% through acquisition loans [1] - The group has a cash balance of 446 million yuan as of June 30, 2025, ensuring sufficient funds for daily operations after the subscription payment [1] Project Benefit Assessment - The project is expected to save 349.62 million yuan in external structure component purchases annually, achieving a post-tax net profit of 41.38 million yuan, with a post-tax internal rate of return of 9.69% and a payback period of 11.01 years [2] Depreciation and Amortization Impact - The project will incur increased depreciation and amortization, but the impact on future profitability and operational performance is expected to be limited [3] Business Performance Analysis - The main revenue source is from metal forming machine tools, with expected growth from 2022 to 2024, although a decline was noted in Q1 2025 due to order structure and customer acceptance processes [4] - Laser processing equipment revenue fluctuated, with a decline in 2023 due to price drops, but a recovery is anticipated in 2024 [4] - The company maintains a stable customer base for its overseas sales, with no significant adverse effects from trade friction [4] Accounts Receivable and Inventory Management - Some overseas dealers have high accounts receivable balances, but the company is actively managing collections and has not relaxed credit policies [5] - Inventory management aligns with business models, with a high proportion of goods shipped within one year, indicating low risk of inventory obsolescence [5] Financial Position and Investment Necessity - The company has a projected funding gap of 673.84 million yuan over the next three years, necessitating the current fundraising to supplement working capital and repay bank loans [6] - Financial investments are within acceptable limits, with no significant risks from external investments [6] Legal and Regulatory Compliance - Ongoing litigation and administrative penalties are being managed appropriately, with no significant adverse effects on the company’s financial position [6] - The company has taken effective corrective measures regarding past issues, ensuring compliance with regulations [7] Goodwill Impairment - Goodwill impairment testing has been conducted with reasonable parameters, and no significant impairment has been identified for certain subsidiaries [7]
湖南华联瓷业股份有限公司2025年第三次临时股东大会决议公告
Shang Hai Zheng Quan Bao· 2025-07-31 19:30
Meeting Overview - The third extraordinary general meeting of shareholders of Hunan Hualian Ceramics Co., Ltd. was held on July 31, 2025, in Liling City, Hunan Province, combining on-site and online voting methods [4]. - A total of 4 shareholders and authorized representatives attended the meeting on-site, representing 161,892,056 shares, accounting for 64.28% of the total voting shares [5]. - 83 shareholders participated through online voting, representing 347,100 shares, accounting for 0.14% of the total voting shares [6]. Proposal Voting Results - The proposal regarding the company's compliance with conditions for issuing shares to specific targets was approved, with the related shareholder, Liling Zhiyu Industrial Investment Co., Ltd., abstaining from voting due to holding 114,000,000 shares [8][9]. - The proposal for the 2025 annual issuance of shares to specific targets was also approved, with the same abstention from the related shareholder [10]. - The proposal for the issuance of A-shares to specific targets was approved, with the related shareholder abstaining from voting [11]. - The proposal for the establishment of a special account for raised funds and authorization for signing the fund supervision agreement was approved, with the related shareholder abstaining from voting [12]. - The proposal for the report on the use of previously raised funds was approved, with the related shareholder abstaining from voting [12]. Legal Opinions - The legal opinion from Hunan Qiyuan Law Firm confirmed that the meeting's convening and procedures complied with the Company Law and the company's articles of association, and the voting results were valid [14]. Board Meeting Overview - The 19th meeting of the fifth board of directors was held on July 31, 2025, with all nine directors present, and the meeting complied with legal and procedural requirements [25]. - The board approved the revised proposal for the 2025 annual issuance of A-shares to specific targets, which had previously been approved by the independent directors [27]. - The board also approved the revised feasibility analysis report for the use of raised funds from the 2025 annual issuance of A-shares [30]. Daily Related Transactions - The board approved the addition of daily related transactions with Jiangxi Jinhui Pigment Co., Ltd. and Hunan Kehui Ceramic Mould Co., Ltd., with an estimated total amount not exceeding 35 million yuan for 2025 [21][43]. - The related transactions are necessary for the company's supply chain integration and are expected to enhance operational efficiency [53].
贝肯能源: 贝肯能源控股集团股份有限公司关于2025年度向特定对象发行A股股票摊薄即期回报的风险提示及填补措施和相关主体承诺的公告(修订稿)
Zheng Quan Zhi Xing· 2025-07-30 16:25
Core Viewpoint - The announcement discusses the potential dilution of immediate returns due to the issuance of A-shares to specific investors and outlines measures to mitigate this impact [1][5][10] Financial Impact Analysis - The company analyzed the potential impact of the share issuance on key financial metrics based on three scenarios for 2025 net profit: maintaining 2024 levels, a 10% increase, and a 20% increase [2][4] - Under the first scenario, the diluted earnings per share (EPS) would decrease from 0.0215 to 0.0206 [4] - In the second scenario, with a 10% profit increase, the diluted EPS would rise to 0.0226 [4] - In the third scenario, with a 20% profit increase, the diluted EPS would further increase to 0.0247 [4] Issuance Necessity and Feasibility - The share issuance aligns with national industrial policies and the company's future development plans, aiming to enhance profitability and benefit all shareholders [5][6] Use of Raised Funds - The funds raised will be used to supplement working capital and repay debts, optimizing the company's capital structure and supporting sustainable development [6] Measures to Mitigate Dilution - The company plans to enhance fund management, improve internal controls, and refine profit distribution policies to counteract the dilution of immediate returns [7][8] - Specific commitments from the board and management have been made to ensure the effectiveness of these measures [9] Approval Process - The measures related to the dilution of immediate returns and the commitments have been approved by the board and shareholders in meetings held on July 4, 2025, and July 30, 2025 [10]
华能水电:向特定对象发行股票申请获证监会同意注册批复
Xin Lang Cai Jing· 2025-07-29 10:37
Core Viewpoint - Huaneng Hydropower has received approval from the China Securities Regulatory Commission for a stock issuance to specific investors, which is valid for 12 months from the date of approval [1] Group 1 - The company has been granted a registration approval for issuing stocks to specific investors [1] - The approval is effective for 12 months from the date of issuance [1] - The company will proceed with the necessary actions in accordance with relevant laws and regulations, as well as shareholder authorization [1]