要约收购
Search documents
ST凯利: 关于涌金投资控股有限公司要约收购公司股份的第一次提示性公告
Zheng Quan Zhi Xing· 2025-07-24 16:10
Core Viewpoint - The announcement details the first prompt regarding the tender offer by Yongjin Investment Holdings Limited to acquire shares of Shanghai Kelly Medical Technology Co., Ltd, indicating a strategic move to increase ownership in the company while maintaining compliance with listing requirements [1][2]. Summary by Sections Basic Information of the Tender Offer - The acquirer is Yongjin Investment Holdings Limited, targeting Shanghai Kelly Medical Technology Co., Ltd, with the stock name ST Kelly and stock code 300326 [1]. - The type of shares being acquired is unrestricted circulating shares, excluding 13,651 shares held in the company's repurchase account [1]. - The planned acquisition involves 71,701,268 shares, representing approximately 10% of the company's total equity [1]. - The tender offer price is set at 5.18 yuan per share, with adjustments possible for any corporate actions such as dividends or stock splits during the offer period [1][2]. Purpose of the Tender Offer - The purpose of the tender offer is to enhance the acquirer's stake in the company based on a positive assessment of the company's value and future prospects [2]. - The tender offer is not intended to terminate the company's listing status, and the share distribution will continue to meet the Shenzhen Stock Exchange's listing conditions [2]. Tender Offer Timeline - The tender offer period spans from July 17, 2025, to August 15, 2025, totaling 30 calendar days [2]. - Shareholders can withdraw their acceptance of the tender offer during the last three trading days of the offer period [2][8]. Tender Offer Price and Calculation Basis - The tender offer price of 5.18 yuan per share is above the average weighted price of 4.71 yuan per share over the 30 trading days prior to the announcement [3]. - The acquirer has not purchased any shares of the company in the six months leading up to the announcement [3]. Shareholder Acceptance Process - Shareholders can submit their acceptance of the tender offer through the Shenzhen Stock Exchange trading system, with specific codes and procedures outlined [4]. - Accepted shares can be sold on the same day as the tender offer submission, and the acceptance will be confirmed by the Shenzhen Central Depository [4][5]. Handling of Excess Shares - If the total accepted shares exceed 71,701,268, the acquisition will be conducted on a pro-rata basis [5]. - Any fractional shares resulting from the acceptance will be handled according to the Shenzhen Central Depository's policies [5]. Announcement of Acceptance Status - The acquirer will announce the status of accepted shares daily during the tender offer period on the Shenzhen Stock Exchange website [6][7]. Current Acceptance Status - As of July 23, 2025, there are 11 net acceptance accounts with a total of 53,800 shares accepted, representing 0.0750% of the company's total equity [8].
上纬新材: 上纬新材料科技股份有限公司股票交易风险提示公告
Zheng Quan Zhi Xing· 2025-07-22 01:13
Core Viewpoint - The announcement highlights significant risks related to the stock price volatility of Shangwei New Materials Technology Co., Ltd, particularly its high price-to-earnings (P/E) ratio compared to the industry average, and outlines recent share transfer agreements that may affect control of the company [1][2]. Group 1: Stock Price and Valuation Risks - As of July 21, 2025, the company's closing price was 40.16 CNY per share, with a P/E ratio of 182.67, significantly higher than the industry average rolling P/E of 23.99 [1]. - The company emphasizes the need for investors to be aware of the investment risks associated with such a high P/E ratio [1]. Group 2: Operational Status - The company's recent operational activities are reported to be normal, with no significant changes in market conditions or production costs [1]. Group 3: Share Transfer Agreements - A share transfer agreement has been signed, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa, leading to a change in control of the company [2]. - Following the share transfer, Zhiyuan Hengyue and Zhiyuan New Venture will collectively hold 29.99% of the shares, making Zhiyuan Hengyue the new controlling shareholder [2]. Group 4: Future Plans and Market Conditions - There are currently no plans for asset sales, mergers, or acquisitions involving Shangwei New Materials or its subsidiaries in the next 12 months [3]. - The company has not identified any media reports or market rumors that require clarification or response [3].
尚纬股份: 关于提请股东大会批准认购对象免于发出收购要约的公告
Zheng Quan Zhi Xing· 2025-07-16 12:10
尚纬股份有限公司(以下简称"公司")于 2025 年 7 月 16 日召开第六届董 事会第二次会议,审议通过了《关于公司 2025 年度向特定对象发行股票方案的 议案》《关于提请股东会批准认购对象免于发出收购要约的议案》等相关议案。 证券代码:603333 证券简称:尚纬股份 公告编号:临 2025-047 尚纬股份有限公司 关于提请股东会批准认购对象 免于发出收购要约的公告 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个别及连带 责任。 因此,公司董事会审议通过了《关于提请股东会批准认购对象免于发出收购 要约的议案》,本议案尚需提交股东会审议,待公司股东会非关联股东批准福华 化学免于发出收购要约后,福华化学在本次发行中取得公司向其发行新股的行为 符合《上市公司收购管理办法》第六十三条规定的免于要约收购条件。 若中国证券监督管理委员会、上海证券交易所对于免于要约收购、限售期的 相关政策有不同安排或变化的,则按照中国证券监督管理委员会、上海证券交易 所的最新政策安排或变化执行。 特此公告。 尚纬股份有限公司董事会 二〇二五年七月十七日 ...
大千生态: 大千生态关于提请股东大会批准认购对象免于发出要约的公告
Zheng Quan Zhi Xing· 2025-07-15 16:22
Core Viewpoint - The company is seeking shareholder approval to exempt a specific investor, Suzhou Bubugao Investment Development Co., Ltd., from the obligation to make a tender offer following a planned issuance of A-shares, which would increase the investor's stake above 30% [1][2]. Group 1 - The company held its 17th meeting of the 5th Board of Directors and the 14th meeting of the 5th Supervisory Board on July 15, 2025, where it approved the proposal to seek shareholder approval for the exemption [1]. - Suzhou Bubugao Investment currently holds an 18.09% stake in the company, and upon completion of the share issuance, its stake will exceed 30% [1]. - The exemption is based on the provisions of the "Measures for the Administration of Acquisitions of Listed Companies," which allows for such exemptions if approved by non-related shareholders at a general meeting [2]. Group 2 - Bubugao Investment has committed not to transfer the newly acquired shares for a period of 36 months following the issuance, with certain exceptions for transfers between entities under the same actual controller [2]. - The proposal requires approval from the company's general meeting of shareholders, and related shareholders will abstain from voting on the matter [2].
大千生态: 大千生态环境集团股份有限公司收购报告书摘要
Zheng Quan Zhi Xing· 2025-07-15 16:22
Group 1 - The acquisition involves Suzhou Bubu Gao Investment Development Co., Ltd. acquiring shares in Daqian Ecological Environment Group Co., Ltd. through a private placement of A-shares [1][3] - The acquisition aims to strengthen control over Daqian Ecological and is expected to enhance the company's capital structure and financial status, thereby supporting its high-quality development [10][11] - Following the acquisition, Bubu Gao Investment will hold approximately 34.26% of Daqian Ecological's total shares, increasing its stake from 18.09% [12][13] Group 2 - The acquisition process requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [3][11] - Bubu Gao Investment has committed to not transferring the newly acquired shares for 36 months post-acquisition, with certain exceptions for transfers between entities under the same actual controller [15][16] - The acquisition is structured to avoid triggering mandatory tender offer obligations, contingent upon shareholder approval [14][16]
大千生态: 大千生态关于2025年度向特定对象发行A股股票导致股东权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-07-15 16:21
Core Viewpoint - Daqian Ecological Environment Group Co., Ltd. plans to issue A-shares to its controlling shareholder, Suzhou Bubugao Investment Development Co., Ltd., which will increase the latter's shareholding percentage and may trigger a mandatory tender offer obligation [1][2]. Group 1: Issuance Details - The company intends to issue up to 33,385,703 shares, not exceeding 30% of the total share capital before the issuance [2]. - Before the issuance, the total share capital of the company is 135,720,000 shares, with Bubugao holding 24,548,887 shares (18.09%) [2]. - Post-issuance, the total share capital will be 169,105,703 shares, and Bubugao's shareholding will increase to 57,934,590 shares (34.26%) [2][4]. Group 2: Shareholder Information - Suzhou Bubugao Investment Development Co., Ltd. is the controlling shareholder, with a registered capital of 916 million yuan and primarily engaged in real estate investment and management [2][3]. - The actual controller of Bubugao is Zhang Yuan, who has been involved in the company's operations since its establishment in November 2016 [2]. Group 3: Financial Performance - As of December 31, 2024, Bubugao reported total assets of 470,717.86 million yuan and total liabilities of 216,962.10 million yuan, resulting in total equity of 253,755.75 million yuan [3][4]. - The company recorded a net profit of -2,232.49 million yuan for the year 2024, indicating a loss compared to the previous year [4]. Group 4: Regulatory Compliance - The issuance requires approval from the company's shareholders' meeting, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [1][7]. - Bubugao has committed to not transferring the newly issued shares for 36 months if its shareholding exceeds 30% post-issuance, subject to regulatory adjustments [6][7].
上纬新材: 上纬新材料科技股份有限公司股票交易异常波动暨严重异常波动公告
Zheng Quan Zhi Xing· 2025-07-14 11:17
? 公司股票交易连续4个交易日内(2025年7月9日至2025年7月14日)日收 盘价格涨幅偏离值累计达到100%,根据《上海证券交易所交易规则》等有关规 定,属于股票交易严重异常波动。 ? 公司自查并向控股股东核实,截至本公告披露日,除公司已披露信息外, 公司、公司控股股东SWANCOR IND.CO.,LTD.(Samoa)(以下简称"SWANCOR 萨摩亚")不存在应披露而未披露的重大信息。 证券代码:688585 证券简称:上纬新材 公告编号:2025-052 上纬新材料科技股份有限公司 股票交易异常波动暨严重异常波动公告 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、准确性和完整性依法承担法律责任。 重要内容提示: ? 上纬新材料科技股份有限公司(以下简称"公司"或"上纬新材")股 票交易于2025年7月11日、2025年7月14日连续两个交易日内日收盘价格涨幅偏离 值累计达到30%,根据《上海证券交易所交易规则》《上海证券交易所科创板股 票异常交易实时监控细则》的有关规定,属于股票交易异常波动。 ? 公司控股股东SWANCOR萨摩亚于2025 ...
长龄液压: 长城证券股份有限公司关于江苏长龄液压股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing· 2025-07-14 09:21
Core Viewpoint - The financial advisor, Changcheng Securities, has conducted a thorough review of the detailed equity change report for Jiangsu Changling Hydraulic Co., Ltd, confirming that the disclosed information is true, accurate, and complete, and complies with relevant laws and regulations [1][5][24]. Summary by Relevant Sections Financial Advisor's Review - The financial advisor guarantees that all documents and statements provided are truthful and complete, with no false records or misleading statements [1][5]. - The advisor has verified the content of the detailed equity change report and found no substantial discrepancies with the disclosed information [1][5]. Equity Change Details - The equity change involves the acquisition of 43,211,714 shares of Jiangsu Changling Hydraulic, representing 29.99% of the total shares, by Wuxi Core Technology Partnership and Jiangyin Chenglian Investment Partnership [4][26]. - Following the equity change, Wuxi Core Technology will hold 36,007,360 shares (24.99% of total shares), while Jiangyin Chenglian will hold 7,204,354 shares (5.00% of total shares) [26]. Purpose of Equity Change - The purpose of the equity change is to support the future development of the listed company by leveraging operational management experience and industry resources [24][25]. - The financial advisor considers the stated purpose of the equity change to be reasonable and compliant with existing laws and regulations [24]. Future Plans - Wuxi Core Technology plans to further acquire an additional 12.00% of shares within the next 12 months through a partial tender offer [24][25]. - The advisor confirms that the equity change will not aim to terminate the listing status of Jiangsu Changling Hydraulic [25]. Compliance and Governance - The financial advisor has provided necessary guidance on compliance with securities market regulations to the responsible parties involved in the equity change [23][24]. - The advisor believes that the parties involved possess the capability to manage the listed company in accordance with modern corporate governance standards [23][24].
从新潮能源到*ST新潮 谁是拓荒者,谁是搅局者?
Quan Jing Wang· 2025-07-14 08:26
Core Viewpoint - The article discusses the transformation of Xinchao Energy from a troubled company under the influence of the "Delong System" to a thriving entity, highlighting the challenges faced from both internal and external forces during this journey [1][2][7]. Group 1: Historical Context - Xinchao Energy's troubles began with the "Delong System," which engaged in practices that led to significant financial losses for the company, including over 1.3 billion yuan extracted through fraudulent transactions and a total loss of 5.9 billion yuan during its governance [2]. - In June 2018, minority shareholders successfully voted to replace the management team, leading to the removal of individuals associated with the "Delong System" [2]. Group 2: Management Actions and Financial Recovery - The new management took decisive actions to address past issues, managing to close nearly 6 billion yuan in risk exposures for a cost of only 2 billion yuan [3]. - From 2018 to 2023, Xinchao Energy's revenue increased from 4.781 billion yuan to 8.849 billion yuan, while net profit rose from 601 million yuan to 2.596 billion yuan, and net assets surpassed 20 billion yuan [4]. Group 3: Capital Market Interest - The company has attracted significant interest from major financial institutions, with notable firms like Apollo, Alliance Bernstein, and Blackrock participating in its bond issuance [4]. - Recent acquisition offers from groups such as Huineng Group, Jindi Group, and Yitai Group indicate a strong market interest in Xinchao Energy [4]. Group 4: Ongoing Challenges - Despite the recovery, Xinchao Energy continues to face challenges from former stakeholders of the "Delong System," who have employed various tactics to undermine the current management and regain control [5][6]. - The ongoing power struggle has included attempts to disrupt shareholder meetings and manipulate public perception, raising questions about the integrity of the company's governance [6]. Group 5: Conclusion - The article emphasizes the resilience of Xinchao Energy in overcoming historical challenges and the ongoing battle against disruptive forces, suggesting that the true nature of the company's journey will be revealed over time [7].
长龄液压: 江苏长龄液压股份有限公司详式权益变动报告书
Zheng Quan Zhi Xing· 2025-07-10 13:20
Core Viewpoint - The report details the equity changes of Jiangsu Changling Hydraulic Co., Ltd, highlighting the acquisition of 29.99% of its shares by Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership, aiming to gain control over the company [1][2][23]. Group 1: Equity Change Details - The equity change involves the acquisition of 43,211,714 shares, representing 29.99% of the total share capital of Jiangsu Changling Hydraulic [5][23]. - The acquisition is structured through agreements signed on July 10, 2025, between the acquirers and existing shareholders [21][23]. - Following the acquisition, Wuxi Hexin Tingtao will hold 36,007,360 shares (24.99%), while Jiangyin Chenglian Shuangying will hold 7,204,354 shares (5.00%) [23][24]. Group 2: Parties Involved - The information disclosing parties include Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership, both limited partnerships [1][6]. - The actual controller of these partnerships is Hu Kangqiao, who is also the executive partner [10][18]. - Jiangyin Chenglian Shuangying is controlled by the Jiangyin High-tech Zone State-owned Assets Supervision and Administration Office [10][18]. Group 3: Future Plans - The acquirers plan to further increase their stake by an additional 12% through a partial tender offer, aiming for greater control over Jiangsu Changling Hydraulic [21][22]. - The tender offer will involve acquiring 17,290,448 shares, with commitments from existing shareholders to accept the offer [21][22]. - The report emphasizes that the acquisition does not intend to terminate the listing status of Jiangsu Changling Hydraulic [21].