公司股东杨子平及其一致行动人蒋雪忠作为委托方与上海潼程企业管理合 伙企业（有限合伙）（以下简称"上海潼程"）签署了《大连圣亚旅游控股股份 有限公司表决权委托协议》（以下简称"《表决权委托协议》"），杨子平将其 合计持有的 10,591,591 股公司股份、蒋雪忠将其持有的 2,470,941 股公司股份对 应的表决权不可撤销地委托给上海潼程行使。《表决权委托协议》签署后生效， 上海潼程接受表决权委托后，将持有公司 10.14%股份所对应的表决权 公司本次向特定对象发行股票的认购对象为上海潼程，本次发行完成后，上 海潼程将持有公司 23.08%的股份，合计控制公司 30.88%股份所对应的表决权， 根据《上市公司收购管理办法》第四十七条的规定，上海潼程认购公司本次向特 定对象发行的股票将触发要约收购义务。鉴于上海潼程承诺自本次发行结束之日 起 36 个月内不转让其认购的公司本次向特定对象发行的股票，在经公司股东会 同意上海潼程免于发出收购要约后，上述情形符合《上市公司收购管理办法》第 六十三条第一款第（三）项的规定。因此，公司董事会拟提请公司股东会同意上 海潼程免于发出收购要约。 特此公告。 大连圣亚旅游控股股 ...

Core Viewpoint - The announcement indicates that Yongzheng and his concerted actor Ding Jiangwei subscribed to a specific issuance of 12.3621 million shares from Guoneng Rixin at a price of 30.55 yuan per share, resulting in an increase in their shareholding from 35.68% to 41.68%, triggering a mandatory tender offer obligation [1] Summary by Relevant Sections - **Share Issuance Details** - Guoneng Rixin issued 12.3621 million shares at a price of 30.55 yuan per share [1] - **Shareholding Changes** - Following the issuance, Yongzheng and Ding Jiangwei's shareholding will rise from 35.68% to 41.68% [1] - **Regulatory Compliance** - The increase in shareholding exceeds the 30% threshold, which triggers a mandatory tender offer obligation under the relevant regulations [1] - Yongzheng has committed not to transfer the newly acquired shares for 36 months from the issuance date, and the shareholders' meeting has approved the exemption from the tender offer requirement [1]

Group 1 - The core point of the news is that Shenkai Co., Ltd. (申科股份) is likely to change ownership to state-owned assets through a public bidding process by Shenzhen Huili Hongsheng Industrial Holdings, which plans to acquire 41.89% of the company's shares for approximately 1.013 billion yuan [1][2] - Shenzhen Huili's acquisition will trigger a mandatory general offer to other shareholders, with an offer price of 16.13 yuan per share for about 86.58 million shares, requiring a total funding of approximately 1.397 billion yuan [2] - The actual controller of Shenzhen Huili is the state-owned assets of Zaozhuang City, and the acquisition has received approval from the state-owned assets regulatory department [2] Group 2 - Shenkai Co., Ltd. has faced poor performance over the past decade, with significant financial struggles, including a revenue of 324 million yuan in 2024, a year-on-year increase of 18.7%, but a net profit of only 6.86 million yuan [3] - In the first quarter of 2025, the company reported a revenue of 70.9 million yuan, a year-on-year increase of 2.14%, with a net profit of only 860,300 yuan, reflecting a 15.41% year-on-year growth [3] - The company has previously attempted to transfer control multiple times, with the most recent attempt in May 2022, which was ultimately unsuccessful [2][3]

Core Viewpoint - Shenzhen Huili is initiating a public tender offer to acquire 41.89% of Shinke Co., Ltd. shares, transitioning control from He Quanbo to Shenzhen Huili, with the actual controller becoming Taierzhuang State-owned Assets [1][2]. Summary by Sections Tender Offer Details - The tender offer price is set at 16.13 yuan per share, with a total of 86,587,534 shares being offered, representing 57.73% of the circulating shares [2]. - The maximum total funds required for the tender offer amount to 1,396,656,923.42 yuan, with 279,331,384.68 yuan already deposited as a performance guarantee [1][2]. Financial Background - Shenzhen Huili is a newly established entity focused on investment activities and consulting services, with no financial data available for the past three years due to its recent formation [3]. - Shinke Co., Ltd. forecasts a net profit of 3 million to 3.8 million yuan for the first half of 2025, reflecting a decline of 42.73% to 54.79% compared to the previous year [3][4]. Historical Performance - In 2024, Shinke Co., Ltd. reported a revenue of 324.24 million yuan, a year-on-year increase of 18.70%, and a net profit of 6.86 million yuan, a significant recovery from a loss of 18.99 million yuan in 2023 [7][8]. - The company’s net profit, excluding non-recurring items, was 5.39 million yuan in 2024, compared to a loss of 20.97 million yuan in 2023, indicating a turnaround in financial performance [8]. Share Transfer Background - The share transfer agreement was signed on July 7, 2025, with He Quanbo transferring 42,187,466 shares (28.12% of total shares) and Beijing Huachuang transferring 20,643,750 shares (13.76% of total shares) to Shenzhen Huili [5][10]. - The total transaction price for the share transfer was 1,013,072,279.88 yuan, with the transfer price set at 16.12 yuan per share [5][6].

Core Viewpoint - The A-share market has seen an increase in takeover bids this year, with 10 cases involving 9 companies reported by July 26, 2023, indicating a growing trend in acquisition activities [1][2]. Group 1: Overview of Takeover Bids - A takeover bid is defined as a written offer made by the acquirer to all shareholders of the target company to purchase their shares under specified conditions [2]. - The year 2023 has witnessed a significant rise in takeover bids, with the number of cases matching the total for the entire year of 2024 by July 26 [2][3]. - The 10 takeover bids include both voluntary and involuntary offers, as well as competitive bids from multiple acquirers for the same company [2][3]. Group 2: Specific Cases - The recent takeover bid by Ningbo Meishan Bonded Port Area Jincheng Shazhou Investment Co., Ltd. for Fushun Special Steel Co., Ltd. involves a partial offer to acquire 98.605 million shares, representing 5% of the company's total equity [1][3]. - In February, a passive takeover bid was triggered for Liaoning Chengda Biological Co., Ltd. due to a change in control of its parent company, highlighting the different motivations behind takeover bids [3]. Group 3: Characteristics of Takeover Bids - Out of the 10 takeover bids this year, 7 were voluntary, indicating a trend where acquirers aim to gain control or increase their stake in the target companies [4]. - Jincheng Shazhou, prior to the bid, held 29.99% of Fushun Special Steel's shares, and if the bid is successful, their stake could rise to 34.99% [4]. - The proactive nature of these bids is seen as a positive signal, reflecting the acquirer's confidence in the target company's future and a commitment to its long-term development [5]. Group 4: Implications for Companies - Active takeover bids can enhance the stability of a company's equity structure and potentially bring in new resources, technology, or management expertise, thereby increasing competitiveness and market value [6]. - Jincheng Shazhou has expressed intentions to leverage its resources to support Fushun Special Steel in seizing opportunities in the special steel and alloy materials market, promoting long-term growth [6].

Core Viewpoint - The announcement details a voluntary tender offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Equity Investment Co., Ltd. to acquire 98,605,000 shares of Fushun Special Steel Co., Ltd. at a price of 5.60 yuan per share, representing 5% of the total share capital of the company [1][2][3] Group 1: Tender Offer Details - The purpose of the tender offer is to increase the shareholding ratio in Fushun Special Steel and enhance the stability of its equity structure, aligning with the acquirer's development strategy and recognition of the company's value and future prospects [1][2][3] - The tender offer is classified as a proactive offer and is not a fulfillment of a statutory obligation [1][3] - The total number of shares being offered is 98,605,000, which constitutes 5% of the total issued shares of Fushun Special Steel [1][4] Group 2: Financial Aspects - The offer price is set at 5.60 yuan per share, with a maximum total funding requirement of 552,188,000 yuan for the acquisition [4] - The funding for the tender offer will come from the acquirer's own and self-raised funds, with no involvement of the listed company in the funding process [4] Group 3: Future Plans and Compliance - The acquirer does not currently plan to increase or dispose of shares in the next 12 months following the completion of the tender offer [3] - The tender offer will not aim to terminate the listing status of Fushun Special Steel, and the equity distribution will continue to meet the listing requirements of the Shanghai Stock Exchange [3][4]

Summary of Key Points Core Viewpoint - The acquisition offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Equity Investment Co., Ltd. aims to increase its shareholding in Fushun Special Steel Co., Ltd. to enhance the stability of the company's equity structure and control [2][4][5]. Group 1: Acquisition Details - The acquisition type is a voluntary offer, not a statutory obligation [5][9]. - The offer includes purchasing 98,605,000 shares at a price of 5.60 yuan per share, representing 5% of the total share capital [2][6]. - The total maximum funding required for the acquisition is approximately 552.19 million yuan [8][18]. Group 2: Shareholding Structure - As of the report date, the acquirer holds 11,434,500 unrestricted shares, accounting for 0.58% of the total share capital, while Northeast Special Steel holds 275,876,444 shares, representing 15.43% [2][17]. - The total share capital of Fushun Special Steel is 1,972,100,000 shares, all of which are unrestricted [3][4]. Group 3: Strategic Intent - The acquirer intends to leverage its resources to introduce more strategic and business resources to Fushun Special Steel, aiming to capitalize on the growth opportunities in the special steel and alloy materials market [4][24]. - The acquisition is not intended to terminate the listing status of Fushun Special Steel, and the post-acquisition share distribution will still comply with the listing conditions of the Shanghai Stock Exchange [5][24]. Group 4: Financial Advisor and Legal Counsel - The financial advisor for the acquisition is Shenwan Hongyuan Securities Underwriting and Sponsorship Co., Ltd. [8][26]. - The legal advisor is Beijing Jincheng Tongda & Neal Law Firm [8][26].

Core Viewpoint - The announcement details the first prompt regarding the tender offer by Yongjin Investment Holdings Limited to acquire shares of Shanghai Kelly Medical Technology Co., Ltd, indicating a strategic move to increase ownership in the company while maintaining compliance with listing requirements [1][2]. Summary by Sections Basic Information of the Tender Offer - The acquirer is Yongjin Investment Holdings Limited, targeting Shanghai Kelly Medical Technology Co., Ltd, with the stock name ST Kelly and stock code 300326 [1]. - The type of shares being acquired is unrestricted circulating shares, excluding 13,651 shares held in the company's repurchase account [1]. - The planned acquisition involves 71,701,268 shares, representing approximately 10% of the company's total equity [1]. - The tender offer price is set at 5.18 yuan per share, with adjustments possible for any corporate actions such as dividends or stock splits during the offer period [1][2]. Purpose of the Tender Offer - The purpose of the tender offer is to enhance the acquirer's stake in the company based on a positive assessment of the company's value and future prospects [2]. - The tender offer is not intended to terminate the company's listing status, and the share distribution will continue to meet the Shenzhen Stock Exchange's listing conditions [2]. Tender Offer Timeline - The tender offer period spans from July 17, 2025, to August 15, 2025, totaling 30 calendar days [2]. - Shareholders can withdraw their acceptance of the tender offer during the last three trading days of the offer period [2][8]. Tender Offer Price and Calculation Basis - The tender offer price of 5.18 yuan per share is above the average weighted price of 4.71 yuan per share over the 30 trading days prior to the announcement [3]. - The acquirer has not purchased any shares of the company in the six months leading up to the announcement [3]. Shareholder Acceptance Process - Shareholders can submit their acceptance of the tender offer through the Shenzhen Stock Exchange trading system, with specific codes and procedures outlined [4]. - Accepted shares can be sold on the same day as the tender offer submission, and the acceptance will be confirmed by the Shenzhen Central Depository [4][5]. Handling of Excess Shares - If the total accepted shares exceed 71,701,268, the acquisition will be conducted on a pro-rata basis [5]. - Any fractional shares resulting from the acceptance will be handled according to the Shenzhen Central Depository's policies [5]. Announcement of Acceptance Status - The acquirer will announce the status of accepted shares daily during the tender offer period on the Shenzhen Stock Exchange website [6][7]. Current Acceptance Status - As of July 23, 2025, there are 11 net acceptance accounts with a total of 53,800 shares accepted, representing 0.0750% of the company's total equity [8].

Core Viewpoint - The announcement highlights significant risks related to the stock price volatility of Shangwei New Materials Technology Co., Ltd, particularly its high price-to-earnings (P/E) ratio compared to the industry average, and outlines recent share transfer agreements that may affect control of the company [1][2]. Group 1: Stock Price and Valuation Risks - As of July 21, 2025, the company's closing price was 40.16 CNY per share, with a P/E ratio of 182.67, significantly higher than the industry average rolling P/E of 23.99 [1]. - The company emphasizes the need for investors to be aware of the investment risks associated with such a high P/E ratio [1]. Group 2: Operational Status - The company's recent operational activities are reported to be normal, with no significant changes in market conditions or production costs [1]. Group 3: Share Transfer Agreements - A share transfer agreement has been signed, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa, leading to a change in control of the company [2]. - Following the share transfer, Zhiyuan Hengyue and Zhiyuan New Venture will collectively hold 29.99% of the shares, making Zhiyuan Hengyue the new controlling shareholder [2]. Group 4: Future Plans and Market Conditions - There are currently no plans for asset sales, mergers, or acquisitions involving Shangwei New Materials or its subsidiaries in the next 12 months [3]. - The company has not identified any media reports or market rumors that require clarification or response [3].

尚纬股份有限公司（以下简称"公司"）于 2025 年 7 月 16 日召开第六届董 事会第二次会议，审议通过了《关于公司 2025 年度向特定对象发行股票方案的 议案》《关于提请股东会批准认购对象免于发出收购要约的议案》等相关议案。 证券代码：603333 证券简称：尚纬股份 公告编号：临 2025-047 尚纬股份有限公司 关于提请股东会批准认购对象 免于发出收购要约的公告 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个别及连带 责任。 因此，公司董事会审议通过了《关于提请股东会批准认购对象免于发出收购 要约的议案》，本议案尚需提交股东会审议，待公司股东会非关联股东批准福华 化学免于发出收购要约后，福华化学在本次发行中取得公司向其发行新股的行为 符合《上市公司收购管理办法》第六十三条规定的免于要约收购条件。 若中国证券监督管理委员会、上海证券交易所对于免于要约收购、限售期的 相关政策有不同安排或变化的，则按照中国证券监督管理委员会、上海证券交易 所的最新政策安排或变化执行。 特此公告。 尚纬股份有限公司董事会 二〇二五年七月十七日 ...