上市公司重大资产重组
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日播时尚: 关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条和第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-07-21 16:21
Group 1 - The company intends to issue shares and pay cash to acquire 71% equity of Sichuan Yindile Material Technology Group Co., Ltd. and raise matching funds [1][2] - The board believes the transaction complies with the relevant regulations of the Major Asset Restructuring Management Measures, ensuring that the company will not lose its listing qualifications [1][2] - The assets involved in the transaction are clearly defined, and there are no legal obstacles to the transfer of ownership, with all necessary legal procedures being met [1][2] Group 2 - The transaction will not lead to significant adverse changes in the financial situation or create major competitive issues, and the acquired assets are operational with clear ownership [2] - After the transaction, Yindile will operate as a subsidiary of the listed company, maintaining its independent management while integrating into the overall strategic framework of the company [2] - The company will face uncertainties in effectively integrating the two entities, which presents acquisition integration risks [2]
云南铜业: 董事会关于本次交易前十二个月内上市公司购买、出售资产情况的说明
Zheng Quan Zhi Xing· 2025-07-21 13:08
云南铜业股份有限公司董事会 特此说明。 云南铜业股份有限公司董事会 届监事会第十八次会议审议通过了《云南铜业股份有限公司 关于收购昆明冶金研究院有限公司 33%股权暨关联交易的 议案》,公司拟以现金出资 14,801.49 万元(评估备案值) 收购中国铜业有限公司所持有的昆明冶金研究院有限公司 于同一交易方所有或者控制,属于《上市公司重大资产重组 管理办法》第十四条所述的同一或者相关资产,因而纳入本 次交易是否构成重大资产重组的累计计算范围。 除上述交易外,公司在本次交易前十二个月内未发生其 他《上市公司重大资产重组管理办法》规定的需要纳入累计 计算范围的资产交易。 关于本次交易前十二个月内上市公司购买、 出售资产情况的说明 云南铜业股份有限公司(以下简称公司)拟向云南铜业 (集团)有限公司发行股份购买其持有的凉山矿业股份有限 公司 40%股份并募集配套资金(以下简称本次交易)。 根据《上市公司重大资产重组管理办法》第十四条的规 定:"上市公司在十二个月内连续对同一或者相关资产进行 购买、出售的,以其累计数分别计算相应数额。已按照本办 法的规定编制并披露重大资产重组报告书的资产交易行为, 无须纳入累计计算的范 ...
长鸿高科: 董事会关于本次交易相关主体不存在《上市公司监管指引第7号——上市公司重大资产重组相关股票异常交易监管》第十二条或《上海证券交易所上市公司自律监管指引第6号——重大资产重组》第三十条情形的说明
Zheng Quan Zhi Xing· 2025-07-18 11:27
Core Viewpoint - Ningbo Changhong High Polymer Technology Co., Ltd. plans to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, while also raising supporting funds from no more than 35 specific investors [1][2] Group 1 - The transaction involves the issuance of shares and convertible bonds, along with cash payments to acquire the target company [1] - The board of directors confirms that the transaction parties do not fall under any restrictions related to major asset restructuring as per the relevant regulatory guidelines [2] - There are no ongoing investigations or legal actions against the transaction parties related to insider trading or other violations [1][2]
长鸿高科: 董事会关于本次交易前十二个月内上市公司购买、出售资产情况的说明
Zheng Quan Zhi Xing· 2025-07-18 11:27
Core Viewpoint - Ningbo Changhong High Polymer Technology Co., Ltd. plans to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments, while also raising supporting funds from no more than 35 specific investors [1][2] Group 1: Transaction Details - The company has purchased 100% equity of Hezhou City Pinggui District Zhengxin Investment Co., Ltd. for 352.1964 million yuan within the last 12 months, which has been approved by the company's board [1] - No other asset purchase or sale transactions have occurred in the last 12 months, and the aforementioned transaction does not fall under the same or similar business scope as defined by the Major Asset Restructuring Management Measures [2]
长鸿高科: 董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条和第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-07-18 11:26
Group 1 - The company plans to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments [1] - The board of directors has conducted a thorough analysis and believes the transaction complies with relevant regulations, ensuring the fairness of asset pricing and protection of shareholder rights [1] - The transaction is expected to enhance the company's asset quality and operational sustainability without adversely affecting its financial condition or independence [1] Group 2 - The board asserts that the transaction will create synergies and effective business integration between the company and the target company, extending the industrial chain [1] - The company will issue shares to no more than 35 specific investors to raise supporting funds for the transaction [1]
*ST宇顺: 浙商证券股份有限公司关于本次交易符合《上市公司重大资产重组管理办法》第十一条规定的核查意见
Zheng Quan Zhi Xing· 2025-07-14 16:25
Core Viewpoint - The transaction involves the cash acquisition of 100% equity in three companies by Shenzhen Yushun Electronics Co., Ltd., and it complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [2][9]. Compliance with National Policies - The transaction aligns with national industrial policies as the target companies provide data center infrastructure services to large internet companies, which are not classified as restricted or eliminated industries [2]. - The transaction adheres to laws and regulations regarding environmental protection, land management, anti-monopoly, foreign investment, and outbound investment, with no significant violations reported [2][3]. Stock Listing Conditions - The transaction will not affect the stock structure or total equity of the listed company, ensuring compliance with the stock listing conditions as per the Securities Law and Shenzhen Stock Exchange rules [3][4]. Fair Asset Pricing - The asset pricing for the transaction is fair and based on evaluations from independent asset appraisal institutions, ensuring no harm to the rights and interests of the listed company and its shareholders [4][5]. Clear Asset Ownership - The ownership of the assets involved in the transaction is clear, with no legal obstacles to the transfer of assets, and the handling of related debts is lawful [5][6]. Enhancement of Operational Capability - The transaction is expected to enhance the listed company's operational capabilities by adding a data center business, improving asset quality, and ensuring long-term stable development [6][7]. Independence from Actual Controllers - The transaction maintains the independence of the listed company from its actual controllers and related parties in various aspects, complying with the relevant regulations of the China Securities Regulatory Commission [7][8]. Governance Structure - The transaction will not significantly alter the existing governance structure of the listed company, which is already compliant with the Company Law and Securities Law, and will further enhance governance practices [8][9].
德固特: 董事会关于本次交易中相关主体不存在《上市公司监管指引第7号——上市公司重大资产重组相关股票异常交易监管》第十二条或《深圳证券交易所上市公司自律监管指引第8号——重大资产重组》第三十条规定情形的说明
Zheng Quan Zhi Xing· 2025-07-13 08:13
Core Viewpoint - The board of Qingdao Deguote Energy Saving Equipment Co., Ltd. confirms that the relevant parties in the transaction do not fall under the prohibitions outlined in the regulatory guidelines regarding major asset restructuring [1][2] Summary by Sections - The company intends to acquire Haowei Cloud Computing Technology Co., Ltd. through the issuance of ordinary shares and cash payment [1] - As of the date of this statement, no relevant parties involved in the transaction have been found to be under investigation for insider trading related to this transaction or have faced administrative penalties or criminal charges in the last 36 months [1][2] - The board emphasizes that all parties involved in the transaction comply with the regulations set forth in the relevant guidelines regarding major asset restructuring [2]
元力股份: 关于筹划发行股份及支付现金购买资产并募集配套资金事项的停牌公告
Zheng Quan Zhi Xing· 2025-07-13 08:13
Group 1 - The company, Fujian Yuanli Activated Carbon Co., Ltd., is planning to acquire control of Fujian Tongsheng New Materials Technology Co., Ltd. and has announced a suspension of trading to protect investor interests due to uncertainties surrounding the transaction [1][2] - The company expects to disclose the transaction plan within 10 trading days, by July 28, 2025, in accordance with relevant disclosure regulations [1][2] - If the company fails to disclose the transaction plan by the deadline, trading will resume on July 28, 2025, and the company will terminate the planning of the related matters [2] Group 2 - The target company, Fujian Tongsheng New Materials Technology Co., Ltd., is listed on the National Equities Exchange and Quotations system, with a registered capital of 46.25 million yuan [3] - The main transaction counterparties include the actual controllers of Tongsheng, Lu Yuanfang and Chen Jiamei, although the final list of counterparties is yet to be determined [2][4] - The transaction will involve issuing shares and paying cash to acquire control of Tongsheng, and it is not expected to result in a change of the company's actual controller [4] Group 3 - An intention agreement was signed on July 10, 2025, between the company and the actual controllers of Tongsheng, outlining the preliminary terms of the acquisition [4] - The company will actively work on necessary approvals and procedures during the suspension period, including engaging independent financial advisors and auditors [5]
美年健康: 公司董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条和第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company intends to acquire significant equity stakes in various health management and inspection centers through a share issuance, which complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [1][2][3] Group 1: Transaction Details - The company plans to purchase 84% of Hengyang Meinian Health Examination Center Co., Ltd., 81% of Ningde Meinian Health Management Co., Ltd., 75% of Yantai Meinian Health Management Co., Ltd., and several other stakes in various health management companies [1] - The transaction includes minority stakes in several subsidiaries, such as 47.37% in Zhengzhou Meijian Health Management Co., Ltd. and 49% in Guangzhou Huadu District Meinian Health Management Co., Ltd. [1] Group 2: Compliance with Regulations - The board has conducted a thorough analysis confirming that the transaction meets the conditions outlined in Article 11, Article 43, and Article 44 of the Major Asset Restructuring Management Measures [2] - The transaction does not involve any arrangements for phased issuance of shares for asset purchase, ensuring compliance with regulatory requirements [2][3] - The board believes that the transaction will not lead to significant adverse effects on competition or independence, and it can be completed within the agreed timeframe [2][3]
美年健康: 公司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· 2025-07-11 13:13
Core Viewpoint - The company intends to acquire significant equity stakes in multiple health management and medical examination companies through a share issuance, with a focus on ensuring the independence and fairness of the asset evaluation process [1][2][3] Group 1: Transaction Overview - The company plans to purchase 84% of Hunan Meinian Health Examination Center, 81% of Ningde Meinian Health Management, 75% of Yantai Meinian Health Management, and several other stakes in various health management companies [1] - The total stakes being acquired include significant minority interests in several companies, indicating a broad expansion strategy in the health management sector [1] Group 2: Evaluation Process - The company has engaged Jinzheng (Shanghai) Asset Appraisal Co., Ltd. as the asset evaluation agency, which is compliant with the Securities Law and has the necessary qualifications and experience [2] - The evaluation is based on a reference date of March 31, 2025, and aims to assess the total equity value of the target companies [2] Group 3: Evaluation Independence and Assumptions - The evaluation agency is independent, with no existing relationships or conflicts of interest with the company or the transaction parties, ensuring an unbiased assessment [2] - The assumptions set by the evaluation agency are reasonable and comply with national laws and market practices, reflecting the actual conditions of the assets [2] Group 4: Evaluation Methods and Fairness - The evaluation utilized both the income approach and asset-based approach, ultimately relying on the income approach for the final valuation of the equity [3] - The evaluation process adhered to principles of independence, objectivity, and fairness, resulting in a valuation that accurately reflects the market value of the assets as of the evaluation date [3] - The transaction pricing is based on the evaluation results, ensuring fairness and reasonableness, protecting the interests of the company and its minority shareholders [3]