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晶合集成: 中国国际金融股份有限公司关于合肥晶合集成电路股份有限公司拟对外投资暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The company, Hefei Jinghe Integrated Circuit Co., Ltd., is planning to invest in and establish Anhui Jingmei Photomask Co., Ltd. to enhance its photomask production capabilities, which are crucial for the semiconductor industry, particularly for 28nm and above process nodes [1][2][3]. Summary by Sections 1. Overview of Related Transactions - The company is establishing a photomask production line, with the first semiconductor photomask produced in July 2024, filling a gap in Anhui Province [1]. - The investment aims to separate the photomask business for independent operation, enhancing market competitiveness and operational flexibility [2]. 2. Investment Details - The company plans to invest a total of 1.195 billion yuan in Anhui Jingmei, with its own contribution being 200 million yuan, representing a 16.67% equity stake post-investment [3][4]. - The investment will involve multiple investors, including Hefei State-owned Capital Venture Investment Co., Ltd. and Hefei Jianxiang Investment Co., Ltd. [3]. 3. Related Party Transactions - The transaction is classified as a related party investment due to the involvement of companies controlled by the company's major shareholder [4]. - The company has not previously held any equity in Anhui Jingmei, and the transaction does not affect its independence or financial status significantly [4][5]. 4. Financial and Operational Impact - Anhui Jingmei has not yet commenced operations, and its financials currently show zero assets and liabilities [13]. - The investment is expected to enhance the company's supply chain stability and overall competitiveness in the semiconductor industry [22]. 5. Governance and Compliance - The investment proposal has been approved by the company's board and independent directors, ensuring compliance with relevant regulations [23][25]. - The pricing for the investment is deemed fair and reasonable, with no adverse effects on the interests of shareholders, particularly minority shareholders [25].
国信证券: 关于发行股份购买资产暨关联交易报告书(草案)(注册稿)修订说明的公告
Zheng Quan Zhi Xing· 2025-07-28 16:39
Group 1 - The company plans to acquire 96.08% of Wanhe Securities Co., Ltd. through the issuance of A-shares, involving several investment groups [1][2] - The transaction is classified as a related party transaction and does not constitute a major asset restructuring or a restructuring listing [1] - The review committee of the Shenzhen Stock Exchange has approved the transaction, confirming it meets restructuring conditions and information disclosure requirements [1][2] Group 2 - The company has revised the draft report on the asset purchase and related party transaction, updating various sections compared to the previous draft disclosed on June 11, 2025 [2] - Key updates include the decision-making and approval procedures, rental property status of the target company, and supplementary evaluation information [2] - The report has undergone a thorough review and minor adjustments without affecting the restructuring plan [2]
易华录: 中德证券有限责任公司关于北京易华录信息技术股份有限公司接受关联方无息借款暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-28 16:27
Core Viewpoint - The company Beijing EasyHualu Information Technology Co., Ltd. is set to accept an interest-free loan from its shareholder and director Lin Yongjun, amounting to no more than 200 million yuan, to support its development [1][2]. Summary by Sections 1. Overview of Related Transactions - The company plans to borrow up to 200 million yuan from Lin Yongjun, with the specific amount determined after the completion of stock reduction for the current year. The loan will have a term of no less than 5 years, will not accrue interest, and will not require any form of guarantee or collateral from the company [1][2]. 2. Related Party Relationship - Lin Yongjun, as a director holding 3.92% of the company's shares, is classified as a related party. The transaction amount does not exceed 27.44% of the company's latest audited net assets and does not constitute a major asset restructuring as per relevant regulations [1][2]. 3. Main Content of Related Transactions - The loan is intended to support the company's development, with no additional fees or guarantees required. The loan can be repaid early if necessary for specific funding needs recognized by the company [2]. 4. Purpose and Impact on the Company - The transaction is voluntary and beneficial for the company's development, posing no harm to the company or minority shareholders. It will not materially affect the company's financial status or operational results [2][3]. 5. Review Procedures and Opinions - The board of directors approved the loan, with Lin Yongjun abstaining from the vote. The independent directors and audit committee also expressed their agreement, confirming that the transaction complies with legal requirements and does not harm shareholder interests [3][4]. 6. Sponsor's Verification Opinion - The sponsor, Zhongde Securities, confirmed that the transaction followed necessary legal procedures and received appropriate approvals, aligning with relevant regulations [4].
*ST大晟: 关于向控股股东申请借款暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-28 16:26
Core Viewpoint - The company plans to apply for a loan of up to RMB 130 million from its controlling shareholder, Tangshan Cultural Tourism Investment Group, to meet the funding needs of its operations and subsidiaries, with the loan to be used for business development and operational continuity [1][7]. Summary by Sections Basic Situation - The company intends to borrow up to RMB 130 million from Tangshan Cultural Tourism, with the loan valid for 12 months from the date of approval by the shareholders' meeting, and it can be used in single or multiple transactions [1][3]. - The interest rate for the loan will not exceed the market loan quotation rate, and no collateral is required from the company or its subsidiaries [1][3]. Review Situation - The loan proposal has been approved by the company's independent directors and the board of directors, and it will be submitted for approval at the shareholders' meeting [2][4]. Previous Loan Acceptance - The company has previously approved loans from Tangshan Cultural Tourism, including RMB 60 million in July 2024 and another RMB 60 million in November 2024, totaling RMB 120 million, which has been approved by the shareholders' meeting [2][4]. Related Party Basic Information - Tangshan Cultural Tourism Investment Group is the controlling shareholder of the company, with total assets of approximately RMB 6.1 billion and a net profit of RMB 22.2 million for the year 2024 [5][6]. Impact of Related Transactions - The loan from the controlling shareholder is considered a related party transaction but is exempt from further review and disclosure due to the favorable loan terms and lack of collateral requirements [4][7].
惠城环保: 中德证券有限责任公司关于青岛惠城环保科技集团股份有限公司为参股公司申请授信业务提供担保暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-07-28 16:26
Summary of Key Points Core Viewpoint - The company, Qingdao Huicheng Environmental Protection Technology Group Co., Ltd., is providing a guarantee for its associate company, Shandong Huiya Environmental Technology Co., Ltd., to apply for a comprehensive credit facility of up to RMB 45 million, with the company guaranteeing up to RMB 15.694 million based on its 34.8755% equity stake in Huiya [1][2][5]. Group 1: Guarantee Overview - The company will provide a joint liability guarantee of up to RMB 15.694 million for Shandong Huiya's credit application, with the remaining guarantee provided by other shareholders [1][4]. - The guarantee is subject to approval by the shareholders' meeting due to the amount exceeding 30% of the company's latest audited total assets [3][5]. Group 2: Financial Status of the Guaranteed Entity - As of December 31, 2024, Shandong Huiya had total assets of RMB 188.6003 million and a net loss of RMB 4.79 million [3]. - As of June 30, 2025, total assets increased to RMB 192.488 million, with a net loss of RMB 6.2171 million [3]. Group 3: Board and Supervisory Opinions - The board of directors supports the guarantee, stating it will enhance Huiya's operational efficiency and financial capability, with risks considered manageable [5][6]. - The supervisory board agrees that the guarantee will not adversely affect the company's operations and is within acceptable risk limits [6][7]. Group 4: Independent Review - The independent directors have reviewed the guarantee proposal and concluded that it adheres to principles of fairness and will not harm the company's or shareholders' interests [6][8]. - The underwriting institution, Zhongde Securities, has confirmed that the necessary approval procedures have been followed for the guarantee transaction [8].
兴业科技: 第六届董事会2025年第二次独立董事专门会议审核意见
Zheng Quan Zhi Xing· 2025-07-28 16:14
Core Viewpoint - The independent directors of Xingye Leather Technology Co., Ltd. have reviewed and approved a proposal for the company to apply for bank credit with guarantees provided by related parties, affirming that this does not harm the company's interests or independence [2]. Group 1 - The independent directors convened a special meeting on July 21, 2025, to discuss the proposal regarding bank credit and related party guarantees [2]. - The company requires bank credit for operational needs, with guarantees provided by related parties Wu Huachun and Sun Wanyu, which supports the company's development [2]. - The independent directors concluded that the company will not incur any costs or provide counter-guarantees for this transaction, and it does not negatively impact the company's independence [2].
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新华网财经· 2025-07-26 05:30
Core Viewpoint - The company, Shentong Express, announced its intention to acquire 100% equity of Zhejiang Daniao Logistics for a transaction price of 362 million yuan, which is aimed at enhancing its core competitiveness and long-term sustainable development [1][5]. Group 1: Acquisition Details - The acquisition involves a cash purchase agreement signed with related parties, including Zhejiang Cainiao Supply Chain, Alibaba Venture Capital, and Alibaba Network [5][6]. - The transaction is classified as a related party transaction but does not constitute a significant asset restructuring as per relevant regulations [1][6]. - Post-transaction, Daniao Logistics and its subsidiaries will be included in Shentong Express's consolidated financial statements [1]. Group 2: Financial Arrangements - To protect the interests of the listed company and its shareholders, especially minority shareholders, the agreement includes arrangements for installment payments, transitional profit and loss, and impairment compensation [6]. - Zhejiang Cainiao Supply Chain holds a 25% stake in Shentong Express, making it a related party in this transaction [6]. Group 3: Business Synergy - Shentong Express primarily focuses on domestic economical express delivery, with a single ticket revenue of 2.02 yuan for the period from January to April 2025 [6]. - Daniao Logistics specializes in high-quality express delivery and reverse logistics services, with significantly higher comprehensive single ticket revenue during the same period [6]. - The two companies have strong synergistic effects in their product and service positioning, with Daniao Logistics processing over 4 million high-value orders daily in 2024 and early 2025 [6].
浙江巍华新材料股份有限公司 关于与控股股东共同投资暨关联交易的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-26 00:10
证券代码:603310 证券简称:巍华新材 公告编号:2025-041 浙江巍华新材料股份有限公司 关于与控股股东共同投资暨关联交易的公告 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法律责任。 ● 浙江巍华新材料股份有限公司(以下简称"公司"或"巍华新材")拟与关联方东阳市瀛华控股有限公司 (以下简称"瀛华控股")共同向扬州鼎龙启顺股权投资合伙企业(有限合伙)(以下简称"合伙企 业"或"标的基金")进行投资。其中,公司与瀛华控股拟作为有限合伙人分别以自有资金方式认缴出资 7,000万元、3,000万元,分别占合伙企业7.37%、3.16%的份额。 ● 瀛华控股为公司的控股股东,根据《上海证券交易所股票上市规则》《上海证券交易所上市公司自律 监管指引第5号一交易与关联交易》等规定,瀛华控股为公司关联法人,本次投资事项构成公司与关联 方共同投资的关联交易,但不构成《上市公司重大资产重组管理办法》规定的重大资产重组。 ● 本次交易事项已经公司第四届董事会审计委员会2025年第四次会议和第四届董事会第二十四次会议审 议通过。本次交易事项提交 ...
广州白云山医药集团股份有限公司 关于子公司中期票据和超短期融资券获准注册的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-25 23:56
Group 1 - The company has approved the registration of medium-term notes and ultra-short-term financing bonds for its subsidiary, Guangzhou Pharmaceutical Co., Ltd., with a total amount of up to RMB 16 billion and RMB 20 billion respectively [1][2][3] - The registration for the medium-term notes is valid for two years and will be underwritten by China Merchants Bank [2] - The registration for the ultra-short-term financing bonds is also valid for two years and will be co-underwritten by China Merchants Bank and Industrial Bank [3] Group 2 - The company plans to invest RMB 14.985 billion as a limited partner in the establishment of the Guangzhou Traditional Chinese Medicine Fund Phase II, accounting for 99.90% of the total subscription amount [6][8] - The total scale of the fund is RMB 15 billion, with the management being handled by Guangzhou Traditional Chinese Medicine Capital Private Fund Management Co., Ltd., a subsidiary of the company's controlling shareholder [6][10] - The fund aims to invest in the biopharmaceutical sector, focusing on projects that align with the company's strategic development [16][25]
汇绿生态: 第十一届董事会独立董事专门会议2025年第三次会议决议
Zheng Quan Zhi Xing· 2025-07-25 16:49
Core Viewpoint - The company is planning a significant asset restructuring involving the issuance of shares and cash payments to acquire a 49% stake in Wuhan Junheng Technology Co., Ltd. and raise matching funds through a private placement of shares to specific investors. Group 1: Meeting Overview - The independent directors' special meeting was held on July 25, 2025, with all three independent directors present, complying with relevant regulations and company bylaws [1]. - The meeting reviewed multiple proposals related to the asset acquisition and fundraising, all of which received unanimous approval from the independent directors [2][3]. Group 2: Asset Acquisition Details - The company intends to acquire a 49% stake in Wuhan Junheng Technology from seven counterparties, with the total amount raised not exceeding 100% of the asset purchase price [2]. - The funds raised will be allocated for cash payments, project construction, working capital, debt repayment, and intermediary fees, with specific limits on the proportions for working capital and debt repayment [11][12]. Group 3: Share Issuance and Pricing - The shares to be issued will be ordinary shares (A shares) with a par value of RMB 1.00, listed on the Shenzhen Stock Exchange [3][9]. - The pricing for the shares will be based on the average trading price over the previous 20, 60, or 120 trading days, with a minimum price set at 80% of the market reference price [4][10]. Group 4: Lock-up Period and Performance Commitments - A lock-up period of 12 months will apply to shares acquired by certain counterparties, with specific conditions for those who have held their shares for less than 12 months [7][8]. - Performance commitments and compensation arrangements will be negotiated after the completion of the audit and evaluation of the target company [6][8]. Group 5: Regulatory Compliance and Approval - The independent directors confirmed that the transaction complies with various laws and regulations, including the Company Law and Securities Law, and that the transaction is reasonable and operable [23][24]. - The transaction is classified as a related party transaction due to the involvement of a director, and it has undergone necessary legal procedures and disclosures [24][25].