向特定对象发行A股股票

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石大胜华: 石大胜华2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The company is holding a temporary shareholders' meeting on July 17, 2025, to discuss extending the validity period of the resolution for the non-public issuance of A-shares from 2022 [1][4] - The meeting will be conducted both in-person and via an online voting platform, ensuring participation from shareholders [1][2] - The company aims to extend the validity period of the resolution for issuing A-shares by an additional twelve months, as the current validity is set to expire soon [3][4] Meeting Details - The meeting will take place at the company's office in Dongying, Shandong Province, starting at 14:00 [1] - Shareholders must arrive 30 minutes early for registration and must present valid identification to attend [2] - The meeting will include a voting process overseen by designated representatives to ensure transparency [2][3] Agenda Items - The primary agenda item is to extend the validity period of the 2022 resolution regarding the non-public issuance of A-shares and the authorization for the board of directors to handle related matters [3][4] - The company has previously held several meetings to discuss and approve related resolutions, indicating a structured approach to governance [3]
高新兴: 第六届监事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Viewpoint - The company has convened a supervisory board meeting to approve the proposal for a private placement of A-shares, which requires further approval from the shareholders' meeting [1][2][3] Group 1: Meeting Details - The supervisory board meeting was held on July 9, 2025, in Guangzhou, and the notice was sent via email on July 8, 2025 [1] - The meeting unanimously agreed to waive the notice period requirement [1] Group 2: Proposal Approval - The board approved the proposal for the company to issue A-shares to specific investors, confirming compliance with relevant laws and regulations [2][3] - The proposal for the issuance of A-shares has received 3 votes in favor, with no opposition or abstentions, and will be submitted for shareholder approval [2][3] Group 3: Issuance Details - The A-shares will be issued at a par value of RMB 1.00 per share, with all investors required to subscribe in cash [2] - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities [3] - The final issuance price will be determined based on the average stock price over the 20 trading days prior to the pricing date, set at no less than 80% of that average [4] Group 4: Fund Utilization - The total amount to be raised from the issuance is capped at RMB 373.72 million, with net proceeds allocated to specific projects [6] - The company will self-fund any shortfall if the actual net proceeds are less than the planned investment amount [6] Group 5: Shareholder Rights and Control - Shares acquired through this issuance will be subject to a six-month lock-up period [7] - The issuance includes provisions to protect the company's control, limiting any single investor's post-issuance shareholding to no more than 5% of the total shares [8] Group 6: Regulatory Compliance - The company will establish a special account for the proceeds from the issuance, in compliance with regulatory requirements [12] - The proposal and related documents will be disclosed in accordance with the regulations set by the China Securities Regulatory Commission [10][11]
德昌股份: 宁波德昌电机股份有限公司第二届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 10:12
Meeting Overview - The second supervisory board meeting of Ningbo Dechang Electric Motor Co., Ltd. was held on July 5, 2025, with all three supervisors present, and all proposals were approved without opposition or abstentions [1][7]. Fundraising Plan Adjustment - The company has adjusted its plan for the issuance of A-shares to specific targets, with a total fundraising amount not exceeding 1,523.801 million yuan (including principal) [2][5]. - The total investment amount for the projects funded by the raised capital is 2,140.104 million yuan, with specific allocations for various projects [2][5]. Project Investment Details - The company plans to invest 414.8976 million yuan in a project approved by the board, which involves the production of 1.2 million smart kitchen appliances annually, expanding capacity to 1.8 million units [2][3]. - Another project, involving the production of 5.6 million automotive steering and braking system motors, has a total investment of 240.98374 million yuan, with 154.0313 million yuan allocated from the raised funds [5][6]. Approval and Compliance - The supervisory board unanimously agreed that the adjusted fundraising plan complies with relevant laws and regulations, and it is in the best interest of the company and all shareholders, particularly minority shareholders [6][8]. - The proposals will be submitted for approval at the shareholders' meeting [7][9].
海思科: 中信证券股份有限公司关于海思科医药集团股份有限公司向特定对象发行A股股票之发行保荐书
Zheng Quan Zhi Xing· 2025-07-07 04:12
Core Viewpoint - Haisco Pharmaceutical Group Co., Ltd. is applying for a specific issuance of A-shares, which is expected to enhance its capital strength and support the development of innovative drugs, thereby improving its market position and long-term sustainability [1][24]. Group 1: Issuance Details - The lead underwriter for the issuance is CITIC Securities Co., Ltd. [2] - The project representatives from CITIC Securities include Shen Ziquan and Wang Qi, with a team of other members involved in the underwriting process [2][3]. - The issuance aims to raise funds for new drug research and to supplement working capital, which is aligned with the company's strategic development goals [24]. Group 2: Company Information - Haisco Pharmaceutical Group Co., Ltd. has a registered capital of 1,119,917,970 RMB and is listed on the Shenzhen Stock Exchange under the stock code 002653 [4]. - The company specializes in the sale of chemical products, medical research, and development, among other activities [4]. - As of March 31, 2025, the major shareholders include Wang Junmin, who holds 35.68% of the shares, and his spouse, Shen Ping, who holds 4.43% [16][17]. Group 3: Financial Performance - The company reported an operating income of 89,201.30 million RMB for the year 2024, with a net profit attributable to shareholders of 4,661.19 million RMB [16]. - The comprehensive gross margin for 2024 was 70.29%, indicating a slight decrease from the previous year [16]. - The total assets of the company as of March 31, 2025, amounted to 692,474.32 million RMB, with total liabilities of 281,085.39 million RMB [16]. Group 4: Corporate Governance - The board of directors approved the issuance plan on February 27, 2025, and further discussions were held on April 3, 2025, confirming the company's readiness for the issuance [24]. - The company has undergone necessary due diligence and compliance checks as per regulatory requirements, ensuring that the issuance aligns with legal and industry standards [23][24].
海思科: 北京市中伦律师事务所关于海思科医药集团股份有限公司2025年度向特定对象发行A股股票的法律意见书
Zheng Quan Zhi Xing· 2025-07-07 04:12
Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Haisco Pharmaceutical Group Co., Ltd. has obtained the necessary internal approvals and authorizations for its upcoming issuance of A-shares to specific investors, pending review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission [1][4][25]. Group 1: Approval and Authorization - The shareholders' meeting of the issuer has legally approved the issuance and authorized the board of directors to handle related matters [4]. - The issuer has obtained all necessary internal approvals and authorizations for the issuance of shares [4][25]. Group 2: Subject Qualification - The issuer is a joint-stock company established in accordance with the Company Law and has been registered since August 23, 2010 [4]. - The issuer is currently in good standing and possesses the qualifications required for the issuance of shares [4]. Group 3: Substantial Conditions for Issuance - The issuance complies with the conditions set forth in the Company Law and Securities Law, as well as relevant regulations [4][11]. Group 4: Share Capital Evolution - The issuer's total share capital has undergone several changes since its initial public offering, with the current total share capital amounting to 1,119,917,970 shares as of the latest issuance [5][8][17]. Group 5: Major Shareholders and Control - As of March 31, 2025, major shareholders include Wang Junmin, Fan Xiulian, and Zheng Wei, with Wang Junmin holding 35.68% of the total shares [9][10]. - Wang Junmin is identified as the actual controller of the issuer, with significant influence over strategic decisions [9][10]. Group 6: Independence of the Issuer - The issuer maintains independence in its assets, personnel, finance, and operations, ensuring its ability to operate continuously in the market [10]. Group 7: Business Operations - The issuer's main business involves the research, production, and sale of pharmaceuticals, with operations running normally and no significant changes in business nature [11]. Group 8: Related Transactions and Competition - The issuer has established clear procedures for related transactions, ensuring fairness and compliance with regulations, and there are no significant competitive issues with related parties [12][13]. Group 9: Major Assets - As of March 31, 2025, the issuer owns various assets, including land use rights, trademarks, and patents, with no disputes affecting the issuance [17][19]. Group 10: Fund Utilization - The total amount to be raised from the issuance is not to exceed 1,365.2567 million yuan, which will be used for new drug research and development projects and to supplement working capital [21][23].
汇得科技: 汇得科技关于第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Meeting Overview - The fourth board meeting of Shanghai Huidet Technology Co., Ltd. was held on July 4, 2025, with all six directors present, confirming the legality and validity of the meeting [1][2]. A-Share Issuance Proposal - The board approved the proposal for the company to issue A-shares to specific investors, meeting the conditions set by relevant laws and regulations [2][3]. - The issuance will involve no more than 35 specific investors, including qualified institutional investors and natural persons [3][6]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [3][4]. Fundraising and Use of Proceeds - The total amount to be raised from the issuance is capped at RMB 580 million, with net proceeds allocated entirely to polyurethane new material projects [7][9]. - If the actual net proceeds are less than the planned investment, the board will adjust the investment projects accordingly [7][9]. Stock Issuance Details - The maximum number of shares to be issued will not exceed 30% of the total shares before the issuance, amounting to a maximum of 42,339,800 shares [6][7]. - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [6][7]. Shareholder Meeting - The proposals will be submitted for approval at the company's first extraordinary general meeting of 2025, scheduled for July 21, 2025 [17].
超讯通信: 超讯通信:2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-04 16:12
Group 1 - The company is holding a shareholders' meeting to discuss important resolutions and ensure the orderly conduct of the meeting [1][2] - Shareholders are entitled to rights such as speaking, consulting, and voting, but must follow the company's arrangements for these activities [1][2] - The meeting will include the reporting of attendance, deliberation of proposals, voting, and announcement of results [2][5] Group 2 - Proposal 1 involves extending the validity period of the resolution for the issuance of A-shares to specific targets until 12 months after the second extraordinary shareholders' meeting in 2025 [4][6] - Proposal 2 seeks to extend the authorization for the board of directors and its authorized personnel to handle the issuance of A-shares until 12 months after the second extraordinary shareholders' meeting in 2025 [6]
韶能股份: 广东韶能集团股份有限公司第十一届监事会第七次临时会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The company, Guangdong Shaoneng Group Co., Ltd., has convened its 11th Supervisory Board's 7th temporary meeting to approve the proposal for issuing A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2]. Meeting Details - The meeting was held on July 3, 2025, with all four supervisors present, including one via telecommunication [1]. - The meeting's procedures complied with legal and regulatory requirements, ensuring the resolutions made were valid [1]. Resolutions Passed - The Supervisory Board approved the proposal regarding the company's eligibility to issue A-shares to specific investors, confirming compliance with relevant laws and regulations [2]. - The specific issuance plan was also approved, with the shares to be issued at a price of 3.96 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [4]. - The total amount to be raised from this issuance is capped at 400 million yuan, with net proceeds intended for replenishing working capital [5]. Issuance Details - The issuance will involve a maximum of 101,010,101 shares, not exceeding 30% of the company's total share capital prior to the issuance [5]. - The shares will be subscribed for in cash by Shaoguan Jin Cai Investment Group Co., Ltd., which is the sole designated investor [3][4]. Additional Proposals - The board also approved a feasibility analysis report regarding the use of funds raised from the issuance [10]. - A plan for shareholder returns for the next three years (2025-2027) was established to enhance transparency and protect investor interests [14]. - The company plans to amend its articles of association to reflect changes in governance, including the cancellation of the Supervisory Board [14]. Future Steps - All resolutions passed are subject to approval at the upcoming shareholders' meeting [2][9]. - The company will submit the issuance plan to the Shenzhen Stock Exchange and await approval from the China Securities Regulatory Commission [8].
卓胜微: 监事会关于调整2025年度向特定对象发行A股股票相关事项的书面审核意见
Zheng Quan Zhi Xing· 2025-06-30 17:06
Group 1 - The core viewpoint of the articles is that Jiangsu Zhuosheng Microelectronics Co., Ltd. has received written review opinions from its supervisory board regarding the adjustment of the plan to issue A-shares to specific targets in 2025, confirming that the plan does not harm the interests of the company and its shareholders, especially minority shareholders [1][2][3] - The revised plan for the issuance of A-shares has been thoroughly analyzed and deemed necessary and feasible, aligning with the company's development strategy and benefiting all shareholders [2] - The fundraising from this issuance is expected to enhance the company's core competitiveness and will not harm the interests of the company and its shareholders, particularly minority shareholders [2] Group 2 - The issuance plan requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [3]
惠城环保: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-06-29 16:17
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 15, 2025, at 14:00 [1] - Shareholders can participate through on-site voting or online voting on the same date [1] - The registration date for shareholders is July 8, 2025, after the Shenzhen Stock Exchange trading ends [2] Voting Procedures - All ordinary shareholders registered with voting rights can attend the meeting and appoint proxies to vote [2] - Proposals to be voted on include extending the validity period of the 2024 A-share issuance resolution and authorizing the board to handle specific matters related to the issuance [3][10] - A special resolution requires approval from more than two-thirds of the voting rights held by attending shareholders [3] Registration Requirements - Legal representatives of corporate shareholders must present identification and relevant documents for registration [3][4] - Individual shareholders must bring their identification and shareholder account cards for registration [4] - Remote shareholders can register via mail or fax, with a deadline of July 15, 2025 [5] Online Voting - Shareholders can vote through the Shenzhen Stock Exchange trading system and the internet voting system [5][6] - Specific procedures for online voting are detailed in the attached documents [6] Additional Information - The meeting will last half a day, and attendees are responsible for their own travel and accommodation expenses [5] - Contact information for the company's securities affairs department is provided for further inquiries [5]