重大资产重组
Search documents
*ST绿康: 董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性及评估定价的公允性的说明
Zheng Quan Zhi Xing· 2025-06-27 16:48
评估机构为本次交易出具的相关资产评估报告的评估假设前提按照国家有 关法律、法规和规范性文件执行,遵循了市场通行的惯例或准则,符合评估对象 的实际情况,评估假设前提具有合理性。 本次评估的目的是确定标的资产于评估基准日的市场价值,为本次交易提供 定价参考依据。银信评估对绿康玉山 100%股权价值、绿康海宁 100%股权价值和 绿康新能 100%股权价值进行了评估。本次资产评估工作按照国家有关法律、法 规和规范性文件的要求,遵循独立、客观、公正、科学的原则,按照公认的资产 评估方法,实施了必要的评估程序,对绿康玉山 100%股权、绿康海宁 100%股权 和绿康新能 100%股权在评估基准日的市场价值进行了评估,所选用的评估方法 合理,与评估目的相关性一致。 关于评估机构的独立性、评估假设前提的合理性、评估方法 与评估目的的相关性以及评估定价的公允性的说明 标的资产的最终交易价格按照以 2024 年 12 月 31 日为评估基准日,经符合 《证券法》规定的资产评估机构出具的资产评估报告中的评估值为基础,由交易 双方协商确定,标的资产交易定价公允,不存在损害公司及中小股东利益的情形。 绿康生化股份有限公司(以下简称" ...
安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司重大资产重组前发生业绩异常或本次重组存在拟置出资产情形相关事项之专项核查意见
Zheng Quan Zhi Xing· 2025-06-27 16:48
Core Viewpoint - AnYuan Coal Industry Group Co., Ltd. is undergoing a significant asset restructuring, involving the exchange of coal-related assets and liabilities with Jiangxi Jiangtong Holdings Development Co., Ltd. for shares in Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. [2] Group 1: Asset Restructuring Details - The proposed restructuring involves the exchange of assets valued equivalently, with cash adjustments for any price differences [2] - The independent financial advisor, CITIC Securities, conducted a thorough review of the company's performance anomalies prior to the restructuring [2] Group 2: Commitments and Compliance - AnYuan Coal has made several commitments regarding its operational independence, including maintaining separate financial and operational structures from its controlling shareholder [4][12] - The company guarantees that it will not engage in any new competitive business that could conflict with its operations during the control period [3][4] Group 3: Financial Performance and Audit Findings - The company reported significant losses over the past three years, with net profits of -27.34 million, -11.51 million, and -7.08 million respectively [40] - Independent audits have confirmed that there are no instances of false transactions or profit manipulation within the company's financial reports [39][41] Group 4: Regulatory Compliance - The company has not faced any administrative or criminal penalties in the last three years, nor has it been subject to any regulatory measures by the stock exchange or the China Securities Regulatory Commission [38] - There have been no violations regarding the use of funds or external guarantees by the company or its controlling shareholders [37][36]
安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司本次交易符合《上市公司监管指引第9号——上市公司筹划和实施重大资产重组的监管要求》第四条规定的核查意见
Zheng Quan Zhi Xing· 2025-06-27 16:47
Group 1 - The transaction involves the transfer of 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. (accounting for 57% equity) from Jiangxi Jiangtong Holdings Development Co., Ltd. to Anyuan Coal Industry Group Co., Ltd. [1][2] - The transaction is expected to enhance the completeness of the company's assets and will not affect its independence in terms of personnel, procurement, production, sales, and intellectual property [2] - The independent financial advisor believes the transaction complies with the relevant regulations of the "Guidelines for the Supervision of Listed Companies on Major Asset Restructuring" [2]
安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司本次交易摊薄即期回报情况及采取填补措施之专项核查意见
Zheng Quan Zhi Xing· 2025-06-27 16:47
Core Viewpoint - The transaction between Anyuan Coal Industry Group Co., Ltd. and Jiangxi Jiangtong Holdings Development Co., Ltd. is expected to enhance the company's earnings per share, rather than dilute it, following the asset swap [1][2]. Summary by Sections Transaction Overview - Anyuan Coal plans to swap its coal-related assets and liabilities for 85.5 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. The cash difference will be settled between the parties [1]. Impact on Earnings - Before the transaction, the company's basic earnings per share (EPS) for 2024 was -0.28 yuan/share. After the transaction, the projected EPS is expected to rise to 0.03 yuan/share, indicating an improvement rather than dilution [2]. Measures to Mitigate Dilution Risk - The company has proposed several measures to protect investor interests and enhance sustainable returns: - Strengthening operational management to improve ongoing business capabilities [3]. - Enhancing corporate governance to provide institutional support for development [3]. - Improving profit distribution policies to ensure stable returns for investors [3]. Commitments to Protect Shareholder Interests - The controlling shareholder, Jiangtong Holdings, has committed to maintaining the company's independence and not interfering in its management [4]. - Current directors and senior management have pledged to act in the best interests of the company and its shareholders, ensuring that their actions align with the company's performance and return measures [5]. Independent Financial Advisor's Opinion - The independent financial advisor has concluded that the transaction will not dilute the company's current earnings per share and aligns with regulatory guidelines aimed at protecting minority investors [5].
安源煤业: 中信证券股份有限公司关于担任安源煤业集团股份有限公司重大资产重组独立财务顾问的承诺函
Zheng Quan Zhi Xing· 2025-06-27 16:47
Group 1 - The company, Anyuan Coal Industry Group Co., Ltd., plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for 85.5 million shares of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd., representing a 57% stake [1] - The difference in transaction prices between the assets to be swapped will be compensated in cash by one party to the other [1] - CITIC Securities Co., Ltd. has been appointed as the independent financial advisor for this transaction and has conducted due diligence, providing independent verification of the transaction details [1] Group 2 - The independent financial advisor confirms that there are no substantial discrepancies between its professional opinions and the documents disclosed by the company and the counterparty [1] - The transaction plan complies with relevant laws, regulations, and the requirements of the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring that the disclosed information is true, accurate, and complete [1] - Strict confidentiality measures and internal controls are in place to prevent insider trading, market manipulation, and securities fraud [1]
安源煤业: 中信证券股份有限公司关于安源煤业集团股份有限公司本次交易前十二个月内购买与出售资产情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-06-27 16:47
Core Viewpoint - The company intends to exchange its coal-related assets and liabilities for 8.55 million shares (57% stake) of Ganzhou Jinhui Magnetic Selection Technology Equipment Co., Ltd. held by Jiangxi Jiangtong Holdings Development Co., Ltd. The cash difference will be settled between the parties involved in the transaction [1][2]. Group 1: Asset Transactions - The company plans to transfer all assets and liabilities of its subsidiary, Jiangxi Coal Industry Group Co., Ltd. Shangzhuang Coal Mine, to its original controlling shareholder, Jiangxi Energy Group Co., Ltd., for a transfer price of 197.2162 million yuan, based on the assessed value as of May 31, 2024 [1]. - Jiangxi Energy Group will also assume the company's debt of 429.2956 million yuan related to the Shangzhuang Coal Mine. After the transfer, the company will no longer hold any assets or liabilities related to the Shangzhuang Coal Mine [1]. - The transfer constitutes a related party transaction but does not qualify as a major asset restructuring [1]. Group 2: Land Acquisition - The company has agreed to sign a "Land Storage and Ancillary Asset Compensation Agreement" with the Anyuan District Government, involving a total land area of 228.18 acres, with a total price of 35.5496 million yuan, where the land price does not constitute a major asset restructuring [2]. - The independent financial advisor confirmed that there are no other significant asset purchases or sales by the company in the twelve months preceding this transaction, and the aforementioned transactions are unrelated to the current exchange [2].
*ST绿康: 浙商证券股份有限公司作为绿康生化股份有限公司独立财务顾问在充分尽职调查和内核基础上出具的承诺函
Zheng Quan Zhi Xing· 2025-06-27 16:47
Core Viewpoint - The company, Green康生化股份有限公司, plans to sell 100% equity of its photovoltaic film business subsidiaries to 江西饶信新能材料有限公司, with the independent financial advisor, 浙商证券股份有限公司, providing a commitment letter after thorough due diligence [1]. Group 1 - The transaction involves the sale of three subsidiaries: 绿康(玉山)胶膜材料有限公司, 绿康(海宁)胶膜材料有限公司, and 绿康新能(上海)进出口贸易有限公司 [1]. - 浙商证券股份有限公司 acts as the independent financial advisor for this transaction, ensuring compliance with relevant regulations and guidelines [1]. - The commitment letter includes assurances that the financial advisor's opinions align with the disclosed documents and that the information provided is true, accurate, and complete [1].
*ST中地: 中交地产股份有限公司公司债券受托管理事务报告(2024年度)
Zheng Quan Zhi Xing· 2025-06-27 16:32
Core Viewpoint - The report provides an overview of the bond issuance and management activities of China Communications Real Estate Company Limited, highlighting the company's financial performance and ongoing legal matters affecting its operations [2][18][20]. Section 1: Company Bond Overview - The issuer is China Communications Real Estate Company Limited, with various bonds issued including "21 Zhongjiao Bond" with a total face value of up to 1.1 billion yuan and "23 Zhongjiao Bond" series with a total face value of up to 3 billion yuan each [2][3]. - The company has issued multiple bonds in 2023, including "23 Zhongjiao 01" (1 billion yuan), "23 Zhongjiao 02" (700 million yuan), "23 Zhongjiao 04" (700 million yuan), and "23 Zhongjiao 06" (300 million yuan) [3][4][5]. Section 2: Financial Performance - As of December 31, 2024, the company reported total assets of 107.70 billion yuan, a decrease from 123.27 billion yuan in 2023, indicating a downward trend in asset scale due to reduced business operations [24][26]. - The company achieved an operating income of 18.30 billion yuan in 2024, a significant decrease of 49.65% compared to the previous year, reflecting the challenging real estate market conditions [24][26]. - The net profit attributable to shareholders was -5.18 billion yuan, a decline of 356.79% from the previous year, highlighting severe financial distress [24][26]. Section 3: Legal Matters - The company is involved in significant legal disputes, including a case against Beijing Maokang for loan repayment, with a total claim of approximately 700 million yuan [20][21]. - The company has also faced litigation related to loan agreements with Yunnan Country Garden, indicating ongoing financial and operational challenges [20][22]. Section 4: Management and Governance - The company has undergone changes in its board of directors, with the resignation of the chairman and other key executives, which may impact governance and strategic direction [21][22]. - The trustee management has been actively monitoring the issuer's credit risk and compliance with bond obligations, ensuring that interest payments are made on time [18][19].
国投中鲁: 国投中鲁关于筹划重大资产重组的停牌进展公告
Zheng Quan Zhi Xing· 2025-06-27 16:23
Group 1 - The core point of the announcement is that Guotou Zhonglu Juice Co., Ltd. is planning a significant asset restructuring involving the acquisition of controlling shares in China Electronics Engineering Design Institute [1][2] - The company intends to issue shares to Guotou Group and up to 35 qualified specific investors to raise supporting funds for this transaction [1][2] - The company's stock has been suspended from trading since June 23, 2025, for a period not exceeding 10 trading days due to this restructuring plan [1][2] Group 2 - The company is actively advancing the transaction and will continue to suspend trading to ensure fair information disclosure and avoid abnormal stock price fluctuations [2] - The transaction is still in the planning stage, with no formal agreements signed yet, and the specific transaction scheme is under discussion [2] - The transaction requires approval from the company's board, shareholders, and relevant regulatory authorities before it can be officially implemented, indicating uncertainties in the approval process [2]
南京商旅: 南京商旅关于收到上海证券交易所恢复审核发行股份及支付现金购买资产并募集配套资金暨关联交易通知的公告
Zheng Quan Zhi Xing· 2025-06-27 16:23
Core Viewpoint - Nanjing Shanglv plans to acquire 100% equity of Nanjing Huangpu Hotel from Nanjing Tourism Group through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] Group 1: Transaction Details - The company has submitted an application to the Shanghai Stock Exchange (SSE) for the acquisition and fundraising, which has been accepted and is under review [1] - The evaluation report for the transaction is based on a reference date of April 30, 2024, and is valid until April 29, 2025 [2] - The SSE temporarily suspended the review of the transaction due to the expiration of the evaluation report's validity [2] Group 2: Review Process - After completing the necessary updates and supplementary documentation, the company submitted a request to resume the review process [2] - On June 27, 2025, the company received notification from the SSE that the review of the transaction would be resumed [2] - The transaction is subject to approval by the SSE and registration with the China Securities Regulatory Commission (CSRC) before it can be officially implemented, indicating uncertainty in the approval process [2]