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大族激光: 关于全资子公司拟受让合伙企业财产份额暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-25 17:27
Core Viewpoint - The announcement details a transaction where a wholly-owned subsidiary of the company, Shenzhen Dazhu Xuexiang Investment Co., Ltd., will acquire the property shares of a partnership from a related party, which indirectly includes a 1.50% equity stake in Shenzhen Dazhu Photovoltaic Equipment Co., Ltd. [1] Group 1: Transaction Overview - The transaction involves the transfer of 99.993% of the property shares of the partnership, Zuchuang Huicai Investment Partnership, for a total consideration of 2.9998 million RMB [1][2] - The transfer will result in the exiting of 42 individuals from the partnership, with Dazhu Xuexiang becoming a new partner [1][2] Group 2: Parties Involved - The transferor, Ning Yanhua, is a senior management personnel of the company, establishing a related party relationship [1] - The transferee, Shenzhen Dazhu Xuexiang Investment Co., Ltd., is a wholly-owned limited liability company with a registered capital of 1 million RMB [1] Group 3: Financial Data of the Partnership - As of June 30, 2025, the total assets of Zuchuang Huicai are reported at 3 million RMB, with net assets also at 3 million RMB [2] - The partnership's revenue for the first half of 2025 is 0.03 million RMB, with a net profit of 0 [2] Group 4: Pricing Policy and Basis - The transaction is based on a fair transfer price, reflecting the amount contributed by the transferors to the partnership [2][6] - The independent directors have approved the transaction, confirming it does not harm the interests of the company or its shareholders [6] Group 5: Transaction Purpose and Impact - The transaction allows the company to maintain its status as the controlling shareholder of Dazhu Photovoltaic, with no impact on the company's consolidated financial statements or normal operations [6] - The transaction is deemed fair and does not create dependency on related parties [6]
金自天正: 北京金自天正智能控制股份有限公司关于转让参股公司钢研大慧私募基金管理有限公司股权及放弃其优先购买权暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-25 17:27
Core Viewpoint - The company plans to transfer its 5% stake in Steel Research Dahui Private Fund Management Co., Ltd. to Steel Research Investment Co., Ltd. for a price of 16.3987 million yuan, aiming to focus on its core business and enhance competitiveness [1][2][3] Summary by Sections Transaction Overview - The company intends to transfer its 5% stake in Steel Research Dahui for 16.3987 million yuan based on an asset evaluation report [1][2] - The company will no longer hold any equity in Steel Research Dahui after the transaction [1] - The transaction is classified as a related party transaction due to the common control by China Steel Research Technology Group [2][3] Related Party Information - Steel Research Investment holds 80% of Steel Research Dahui, while other stakeholders include Antai Technology (6.67%), Steel Research High-Tech (5%), and New Metallurgy High-Tech Group (3.33%) [2][3] - The company has decided to waive its right of first refusal regarding the transfer of shares by other stakeholders [2][3] Financial Data - The evaluation report indicates that as of May 31, 2025, Steel Research Dahui's total assets are valued at 36.35179 million yuan, with liabilities of 3.55443 million yuan and equity of 32.79735 million yuan [19][20] - The company’s decision to divest is based on strategic planning and operational considerations, with no adverse impact on its financial status or operational results [20][21] Approval Process - The transaction has been approved by the independent directors, supervisory board, and board of directors, and is pending approval from the shareholders' meeting [21][22] - The independent directors have confirmed that the transaction aligns with the company's operational needs and does not harm the interests of shareholders, particularly minority shareholders [21][22]
山西焦化: 山西焦化股份有限公司董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:26
Group 1 - The board of directors of Shanxi Coking Coal Co., Ltd. held its 24th meeting of the 9th session on August 22, 2025, with all 9 directors present, complying with relevant laws and regulations [1] - The 2025 semi-annual report and its summary were approved by the board's audit committee and will be disclosed [1] - The voting results for the semi-annual report were unanimous, with 9 votes in favor, 0 against, and 0 abstentions [1] Group 2 - A risk assessment report regarding Shanxi Coking Coal Group Financial Co., Ltd. was approved by the independent directors and submitted to the board for review [2] - The financial company holds valid financial licenses and has not shown any regulatory non-compliance, with risk management deemed sound [2] - The voting results for the risk assessment report were 3 votes in favor, 0 against, and 0 abstentions, with 6 related directors abstaining from the vote [2]
金自天正: 北京金自天正智能控制股份有限公司第九届监事会第九次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:19
Core Points - The company held its ninth supervisory board meeting on August 25, 2025, with all five supervisors present, ensuring compliance with legal and regulatory requirements [1][2] - The meeting approved the 2025 semi-annual report, confirming that its preparation and review processes adhered to relevant laws, regulations, and internal management systems [1][2] - The company plans to transfer its 5% stake in Steel Research Dahui Private Fund Management Co., Ltd. to Steel Investment Co., Ltd. to optimize business layout and enhance asset allocation efficiency [2][3] - The net asset valuation of Dahui Private Fund as of May 31, 2025, was approximately 327.97 million yuan, with the transaction price set at 5% of this valuation [2][3] - The company decided to waive its priority purchase rights regarding the transfer of additional stakes in Dahui Private Fund held by related parties, as all parties involved share the same actual controller [3]
兴化股份: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:15
Meeting Overview - The fifth meeting of the eighth board of directors of Shaanxi Xinghua Chemical Co., Ltd. was held on August 25, 2025, with all nine directors present [1] - The meeting was convened in accordance with legal regulations and company bylaws [1] Voting Results - All resolutions presented during the meeting received unanimous approval, with 9 votes in favor and no votes against or abstentions [1][2][3] Financial Reports - The company disclosed its half-year report, which is available on the Giant Tide Information Network and in the Securities Times and China Securities Journal [1] - A special report on the management and use of raised funds for the first half of 2025 was also approved [1] Related Party Transactions - A risk assessment report regarding related party loans was approved, with certain directors abstaining from the vote [2] - The board approved a proposal to provide guarantees for loans to subsidiaries, with unanimous support [2] Credit Facilities - The company plans to authorize its subsidiaries to apply for a total credit facility of up to 1.3 billion yuan, with specific allocations of 1 billion yuan for Shaanxi Yanchang Petroleum Yushen Energy Chemical Co., Ltd. and 300 million yuan for Shaanxi Yanchang Petroleum Xinghua Chemical [3] - The credit facility will cover various financial services, including loans and guarantees, and can be used repeatedly within the authorized period [3] Governance Procedures - The board approved updates to the audit committee's working procedures and the decision-making system for related transactions [3][4]
新宙邦: 董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:08
证券代码:300037 证券简称:新宙邦 公告编号:2025-061 债券代码:123158 债券简称:宙邦转债 深圳新宙邦科技股份有限公司 第六届董事会第二十四次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚 假记载、误导性陈述或重大遗漏。 深圳新宙邦科技股份有限公司(以下简称"公司")第六届董事会第二十四 次会议于2025年8月22日在公司会议室以现场结合通讯方式召开。本次董事会会议 通知已于2025年8月11日以电子邮件方式发出。本次董事会以现场方式参会董事5 人,以通讯方式参会董事4人,实际参与表决董事9人,公司监事和高级管理人员 列席会议。会议由公司董事长覃九三先生召集并主持。本次会议的召集、召开符 合有关法律、法规和《公司章程》的规定。 三、审议通过了《关于 <公司 ensp="ensp" 年半年度安全生产专题报告="年半年度安全生产专题报 告"> 的议案》 董事会审议了公司 EHS 中心提交的《公司 2025 年半年度安全生产专题报告》, 讨论并同意公司 2025 年上半年安全生产工作总结及 2025 年下半年 EHS 重点工 作和目标,全面落实企业安全生产主体责 ...
ST联合: 国浩律师(上海)事务所关于国旅文化投资集团股份有限公司重大资产重组前业绩异常情形之专项核查意见
Zheng Quan Zhi Xing· 2025-08-25 17:08
Core Viewpoint - The special legal opinion from Grandall Law Firm (Shanghai) regarding the abnormal performance of Guotour Cultural Investment Group Co., Ltd. before its major asset restructuring indicates that the company has complied with relevant commitments and legal requirements, and there are no significant irregularities in its operations or financial disclosures [1][2][3]. Group 1: Performance and Commitments - The company has made commitments since Jiangxi Tourism Group became its controlling shareholder, and these commitments have been fulfilled or are in progress, with no irregularities noted [19]. - Historical acquisition transactions have shown that the counterparty, Yihui Investment, failed to meet performance commitments for the years 2020, 2021, and 2022, resulting in compensation obligations totaling approximately 37.004 million yuan [8][9]. - The company has initiated legal proceedings to recover outstanding performance compensation from Yihui Investment, with recent court rulings favoring the company [9][10]. Group 2: Compliance and Regulatory Issues - The company has not engaged in any violations regarding fund occupation or external guarantees in the past three years, as confirmed by various audit reports [11][12]. - There have been no significant administrative or criminal penalties against the company or its key personnel in the last three years, and no ongoing investigations by judicial or regulatory authorities [15][19]. - The company received a warning from the Shanghai Stock Exchange in June 2023 due to previous accounting errors, but this does not constitute a major administrative penalty [15][19]. Group 3: Financial Reporting and Adjustments - The company misclassified performance compensation in its financial statements for 2019 and 2020, leading to a minor penalty from the China Securities Regulatory Commission, which has since been rectified [13][14]. - The adjustments made to the financial data have improved the accuracy of the company's reporting and compliance with regulatory standards [15].
六国化工: 六国化工第九届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Viewpoint - The board of directors of Anhui Liuguo Chemical Co., Ltd. held its second meeting of the ninth session on August 25, 2025, and approved several key resolutions, including the half-year report and asset impairment provisions [1][2]. Group 1: Financial Reporting - The board approved the 2025 half-year report and its summary with unanimous support [1]. - The company conducted a comprehensive review of its assets as of June 30, 2025, resulting in a total credit impairment loss reversal of 4.0029 million and an asset impairment loss provision of 24.7521 million, leading to a total reduction in profit before tax of 20.7492 million [1]. Group 2: Related Party Transactions - The board approved a proposal for a subsidiary to provide counter-guarantees to related parties, with the resolution passed by 6 votes in favor, while related directors abstained from voting [2]. - The board also approved an increase in the expected annual transaction amount with Tongling Huaxing Chemical Co., Ltd. to 130 million, with an estimated total procurement amount of 370 million for the year due to rising sulfur market prices [2]. Group 3: Shareholder Meeting - The board agreed to convene the third extraordinary general meeting of 2025, with details to be disclosed on the Shanghai Stock Exchange website [2].
爱迪特: 关于召开2025年第三次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-25 16:31
Meeting Information - The company will hold its third extraordinary general meeting of shareholders on September 16, 2025, combining on-site voting and online voting [1][2] - The meeting is convened by the board of directors, following the approval of the proposal to hold the meeting during the 22nd meeting of the third board of directors on August 25, 2025 [1][2] - The meeting complies with relevant laws, regulations, and the company's articles of association [1][2] - The record date for shareholders to attend the meeting is September 10, 2025 [1][2] Voting Procedures - Shareholders can vote either in person or online, but must choose one method; duplicate votes will be counted based on the first valid vote [1][2] - The online voting will be conducted through the Shenzhen Stock Exchange's internet voting system [1][2][7] - Specific registration requirements for different types of shareholders (corporate, individual, limited partnership) are outlined [3][4] Agenda Items - The main proposal for the meeting is to increase the estimated amount of daily related party transactions for 2025, which has already been approved by the board [2][5]
金晶科技: 金晶科技新增2025年度关联交易预计额度公告
Zheng Quan Zhi Xing· 2025-08-25 16:30
Core Viewpoint - The announcement details the approval of an increase in the expected daily related party transaction limits for 2025 by Shandong Jinjing Technology Co., Ltd, emphasizing that these transactions are based on normal business operations and adhere to fair market pricing principles [1][2][6] Summary by Sections 1. Overview of New Daily Related Party Transaction Limits - The board of directors has approved the proposal for increasing the expected limits for daily related party transactions for 2025, confirming that these transactions are based on normal business operations and comply with principles of equality, voluntariness, and fairness [1][2] - The independent directors unanimously agree that the increase in expected transaction limits does not affect the company's independence or harm the interests of the company and its shareholders [2][3] 2. Details of the Adjusted Transaction Limits - The expected transaction limits for 2025 have been adjusted, with specific amounts outlined for transactions with related parties, including: - For Shandong Jinjing Pittsburgh Automotive Glass Co., Ltd, the expected amount is increased to 2,500 million RMB for processing services [3][4] - For Zibo Jinjing New Energy Co., Ltd, the expected amount is set at 1,355.41 million RMB for technical services [3][4] 3. Related Party Information and Relationships - The related parties involved include Zibo Jinjing New Energy Co., Ltd and Shandong Jinjing Pittsburgh Automotive Glass Co., Ltd, both of which have been identified as having normal contractual relationships with the company [4][5] - Financial data as of December 31, 2024, shows total assets of 20,083 million RMB and total liabilities of 5,329.33 million RMB for Zibo Jinjing New Energy Co., Ltd, while Shandong Jinjing Pittsburgh Automotive Glass Co., Ltd has total assets of 56,369.74 million RMB and total liabilities of 7,878.38 million RMB [4][5] 4. Purpose and Impact of Related Transactions - The increase in expected daily related party transaction limits is deemed necessary for production and operational needs, leveraging regional advantages and technological upgrades to enhance product functionality and broaden application scenarios [5][6] - The transactions are expected to improve the company's profitability without compromising its independence or creating dependency on related parties [6]