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新凤鸣: 关于收购股权暨关联交易的公告
Zheng Quan Zhi Xing· 2025-09-05 16:33
Core Viewpoint - The company plans to acquire 100% equity of Zhejiang Saimeier New Materials Technology Co., Ltd. from its controlling shareholder, Xin Fengming Holding Group Co., Ltd., for a transaction price of RMB 102,374,471.52, which constitutes a related party transaction [1][2][3] Summary by Sections 1. Overview of Related Transactions - The acquisition will reduce the company's reliance on external oil agent suppliers, lower production costs, and enhance operational stability and sustainable profitability [2][3] - The transaction has been approved by the company's board and does not require shareholder approval [1][3] 2. Purpose and Reasons for the Transaction - The acquisition aims to decrease dependence on external suppliers, streamline operations, and improve cost efficiency, aligning with the company's strategic development [3][12] - The expected production capacity of Saimeier's first-phase project is 15,000 tons of textile additives, set to commence by the end of 2025 [3][6] 3. Financial Overview of the Target Company - As of June 30, 2025, Saimeier's total assets are RMB 263,506.30 million, with total liabilities of RMB 233,182.75 million, resulting in net assets of RMB 30,323.55 million [5][8] - The company's revenue for the first half of 2025 is RMB 273,743.81 million, with a net loss of RMB 254.89 million [5][8] 4. Valuation and Pricing of the Transaction - The transaction price of RMB 102,374,471.52 is based on an asset valuation report, reflecting a premium over Saimeier's net assets of RMB 100,007,075.49 [2][9] - The valuation was conducted by a qualified appraisal firm, ensuring the pricing is fair and does not harm the interests of the company or its shareholders [9][10] 5. Impact of the Transaction on the Company - The acquisition is expected to enhance the company's governance structure, increase operational independence, and improve transparency [2][12] - The transaction will significantly reduce daily transactions with related parties, aligning with the company's long-term strategic goals [2][12]
云天化: 云天化第十届董事会第三次(临时)会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Viewpoint - The company plans to acquire a 30% stake in Yunnan Tianneng Mining Co., Ltd. through a public bidding process to enhance resource security and competitiveness in the coal industry [1][2]. Group 1: Board Meeting Details - The board meeting was held on September 5, 2025, with all 9 participating directors voting in favor of the acquisition proposal [1]. - The proposal to acquire the stake in Tianneng Mining was approved with 7 votes in favor, 0 against, and 0 abstentions [1]. Group 2: Acquisition Details - Tianneng Mining was established in 2007 with a registered capital of 100 million RMB, where the company holds a 70% stake and the Coal Geological Bureau holds 30% [2]. - The mining rights held by Tianneng Mining cover an area of 40.24 km² with an estimated resource reserve of approximately 136 million tons [2]. - As of November 30, 2024, Tianneng Mining reported total assets of 40.5496 million RMB and a net asset of -96.7736 million RMB, with no revenue and a net loss of 14.2224 million RMB for the first 11 months of 2024 [2]. Group 3: Financial and Operational Implications - If the acquisition is successful, Tianneng Mining will become a 30% owned subsidiary, and the company will work to convert exploration rights into mining rights to enhance coal resource self-sufficiency [3]. - The acquisition is not expected to significantly impact the company's financial status or operational results [3]. Group 4: Other Board Resolutions - The board also approved the reappointment of the accounting firm and adjustments to the company's headquarters organizational structure [4][5]. - The board approved the performance assessment results and salary disbursement for senior management for 2024, with relevant directors abstaining from voting [4][5].
联创光电: 第八届监事会第二十次临时会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Group 1 - The supervisory board of Jiangxi Lianchuang Optoelectronics Technology Co., Ltd. held its 20th temporary meeting of the 8th supervisory board, with all 5 supervisors present, confirming compliance with relevant laws and regulations [1][2] - The supervisory board unanimously agreed that the company's external investment and related party transactions are necessary for business development, align with national and regional strategies, and will not significantly impact the company's financial status or operating results [1] - The voting results showed 5 votes in favor, 0 against, and 0 abstentions, indicating full support from the supervisory board for the proposed agenda [1]
六九一二: 关于控股子公司减资暨关联交易的公告
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The company has approved a capital reduction for its subsidiary, Beijing Aoxiang Weiyuan Technology Co., Ltd., from 39.21 million yuan to 11 million yuan, which constitutes an associated transaction but does not qualify as a major asset restructuring under relevant regulations [1][6]. Summary by Sections 1. Overview of Associated Transactions - The company holds a 51.01% stake in Aoxiang Weiyuan, while Beijing Guofu Weiyuan Information Technology Partnership holds 39.99%, and other shareholders hold the remaining shares. The capital reduction will be executed proportionally among all shareholders, maintaining their ownership percentages [1][2]. 2. Basic Information of Associated Parties - Beijing Guofu Weiyuan is a limited partnership established on September 30, 2024, with a registered capital of 500,000 yuan. The managing partner is Beijing Aoxiang Intelligent Equipment Co., Ltd. [2][3]. 3. Financial Data of the Target Company - As of December 31, 2024, Aoxiang Weiyuan had total assets of 42.59 million yuan, total liabilities of 31.90 million yuan, and net assets of 10.69 million yuan. For the first half of 2025, total assets were 42.01 million yuan, total liabilities were 35.36 million yuan, and net assets were 6.65 million yuan. The company reported a revenue of 2.46 million yuan and a net loss of 1.72 million yuan for 2024, with a net loss of 4.04 million yuan for the first half of 2025 [5][6]. 4. Impact of the Capital Reduction - The capital reduction is aligned with the company's operational needs and is expected to enhance asset operational efficiency. It will not change the consolidation scope of the company’s financial statements or significantly impact its current profits and losses [6][8]. 5. Approval Process and Opinions - The independent directors unanimously approved the capital reduction and associated transaction, confirming that it aligns with the company's operational needs and does not harm the interests of shareholders [8][9].
六九一二: 第一创业证券承销保荐有限责任公司关于四川六九一二通信技术股份有限公司控股子公司减资暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-09-05 16:13
第一创业证券承销保荐有限责任公司 关于四川六九一二通信技术股份有限公司 控股子公司减资暨关联交易的核查意见 第一创业证券承销保荐有限责任公司(以下简称"一创投行"或"保荐机构") 作为四川六九一二通信技术股份有限公司(以下简称"六九一二"或"公司") 首次公开发行股票并在创业板上市之保荐机构,根据《证券发行上市保荐业务管 理办法》《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第 2 号——创业板上市公司规范运作》等法律法规和规范性文件的要 求,一创投行对六九一二控股子公司减资暨关联交易事项进行了核查,具体情况 如下: 一、关联交易概述 公司持有北京翱翔惟远科技有限公司(以下简称"翱翔惟远""标的公司") 远")持有翱翔惟远39.99%股权,万磊持有翱翔惟远5%股权,范丛林持有翱翔惟 远4%股权。 根据公司生产经营实际情况及发展规划,拟将公司控股子公司翱翔惟远的注 册资本由3,921万元减少至1,100万元,减资方式为翱翔惟远全体股东拟按各自持 股比例进行同比例减资。本次减资完成后,翱翔惟远各股东持股比例不变,公司 仍持有其51.01%股权,该事项不会导致公司合并报表范围发生变化。 ...
领湃科技: 川财证券有限责任公司关于湖南领湃科技集团股份有限公司关于调整控股股东向公司提供借款利率暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-09-05 16:13
Core Viewpoint - The company is adjusting the interest rate on loans provided by its controlling shareholder, which reflects support for the company's operational development and aims to benefit all shareholders [1][5][7] Summary by Sections 1. Related Party Transaction Overview - The controlling shareholder, Hunan Hengpa Power Partnership, is providing a loan of up to 450 million yuan to the company, with a loan term of three years and an initial interest rate of 5% [2][3] - The interest rate will be adjusted to 3.5% due to market rate changes and mutual agreement, effective from the signing of the supplementary agreement [2][5] 2. Basic Information of the Counterparty - Hunan Hengpa Power Partnership was established on July 30, 2019, with a registered capital of 1.505 billion yuan [3][4] - The company is primarily engaged in investments in new energy technology and related consulting services [3] 3. Pricing Policy and Basis - The adjustment of the loan interest rate is based on the actual funding costs of the controlling shareholder and market interest rates, ensuring fairness and reasonableness [5] 4. Main Content of the Related Party Transaction Agreement - The new interest rate of 3.5% will apply to both outstanding and new loans from the effective date of the supplementary agreement [5] 5. Purpose of the Transaction and Impact on the Company - The transaction aims to support the company's business development and does not harm the interests of the company or its shareholders [5][6] 6. Review Procedures and Opinions - The independent directors and the board of directors have reviewed and approved the transaction, ensuring compliance with relevant laws and regulations [6][7]
1.51亿元关联收购,中成股份跨界储能行业!
Guo Ji Jin Rong Bao· 2025-09-05 10:36
Core Viewpoint - Zhongcheng Import and Export Co., Ltd. (referred to as "Zhongcheng") announced a restructuring plan to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. (referred to as "Zhongji Jiangsu") for 151 million yuan, with an additional fundraising of up to 151 million yuan to support projects and working capital [1][6]. Group 1: Transaction Details - The transaction involves Zhongcheng issuing shares to purchase Zhongji Jiangsu from China National Technical Import and Export Corporation, which is indirectly controlled by Zhongcheng's major shareholder [1]. - The acquisition price is set at 151 million yuan, and the company plans to raise matching funds not exceeding the same amount [1]. - The transaction is classified as a related party transaction under the restructuring management measures and stock listing rules [1]. Group 2: Target Company Overview - Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, providing energy management services to reduce energy costs [3]. - As of now, Zhongji Jiangsu has seven operational projects, one under construction, and one planned project, primarily located in Jiangsu and Guangdong provinces [3]. - Financial projections for Zhongji Jiangsu show significant revenue growth, with expected revenues of 15.4 million yuan, 37.9 million yuan, and 22.4 million yuan for 2023, 2024, and the first half of 2025, respectively [3]. Group 3: Performance Commitments - The transaction includes performance commitments, with Zhongji Jiangsu expected to achieve net profits of no less than 10.16 million yuan, 19.31 million yuan, and 19.02 million yuan for the years 2025 to 2027 if completed in 2025 [4]. - If the transaction is completed in 2026, the profit commitments adjust to 19.31 million yuan, 19.02 million yuan, and 18.65 million yuan for 2026 to 2028 [4]. - Zhongji Jiangsu has a high dependency on a major client, CATL, with revenue contributions of 99.72%, 91.96%, and 85.15% from CATL and its subsidiaries over the specified periods [4]. Group 4: Strategic Intent - The acquisition aims to diversify Zhongcheng's business into the energy storage sector, creating a second growth curve for the company [6]. - Post-transaction, Zhongji Jiangsu will become a wholly-owned subsidiary, enhancing Zhongcheng's asset base and financial metrics [6]. - The collaboration is expected to yield synergies in project construction, customer resources, and international expansion [6]. Group 5: Zhongcheng's Financial Performance - Zhongcheng's financial performance has been inconsistent, with revenues fluctuating from 1.184 billion yuan in 2019 to 1.226 billion yuan in 2024, and net profits showing significant losses in multiple years [7]. - The company reported a net profit loss of 55.5 million yuan in the first half of 2025, continuing a trend of negative performance [7]. - The non-recurring net profit has also been in the red for six consecutive years, accumulating losses of approximately 1.514 billion yuan [7].
新凤鸣: 2025年第五次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 10:17
Core Viewpoint - The company is convening its fifth extraordinary general meeting of shareholders on September 15, 2025, to discuss and vote on two key proposals related to daily related party transactions and financial assistance to a subsidiary [1][2]. Group 1: Shareholder Meeting Details - The meeting will take place at the company's headquarters and aims to ensure the orderly conduct and efficiency of the proceedings [2]. - Shareholders registered by the equity registration date of September 9, 2025, are entitled to attend and vote, either in person or through proxies [3][4]. - Voting will be conducted through a combination of on-site and online methods, with specific instructions provided for participation [3][4]. Group 2: Proposal Summaries - **Proposal 1**: The company seeks to increase the estimated amount for daily related party transactions with New Fengming Holdings from an initial estimate of CNY 30 million to CNY 35 million for 2025, based on anticipated business needs and market conditions [5][6]. - The actual amount of related party transactions for 2024 was reported at CNY 1.0248 million, with the new estimate representing 1.38% of the company's latest audited net assets [5][6]. - **Proposal 2**: The company plans to provide financial assistance of up to CNY 43.7157 million to its subsidiary, Zhejiang Wuchan Chemical Port Storage Co., Ltd., with a loan term of one year at an interest rate of 4.14% [8][9]. - This financial assistance is intended to support the subsidiary's operations and investment projects, and it does not constitute a major asset restructuring [9][12].
酒钢宏兴: 酒钢宏兴关于向控股股东申请借款额度暨关联交易的公告
Zheng Quan Zhi Xing· 2025-09-05 10:16
Core Viewpoint - Gansu Jiugang Group Hongxing Steel Co., Ltd. plans to apply for a borrowing limit of up to 6 billion yuan from its controlling shareholder, Jiuquan Steel Group, to meet operational funding needs and improve financing efficiency [1][2]. Summary by Sections 1. Overview of Related Transactions - The company intends to borrow up to 6 billion yuan from Jiuquan Steel Group, with a borrowing term of 3 years and a borrowing rate not exceeding that paid by Jiuquan Steel Group to financial institutions [1][4]. - This transaction constitutes a related party transaction but does not qualify as a major asset restructuring under relevant regulations [1]. 2. Board Meeting Voting Situation - The proposal for borrowing was approved at the 23rd meeting of the 8th Board of Directors, with non-related directors voting unanimously in favor, while related directors abstained from voting [2][5]. 3. Related Party Introduction - Jiuquan Steel Group holds 3,682,519,928 shares of the company, accounting for 58.79% of the total share capital, thus qualifying as a related party [2]. 4. Financial Data of Jiuquan Steel Group - As of June 30, 2025, Jiuquan Steel Group reported total assets of 129.973 billion yuan and net assets of 39.31 billion yuan, with a revenue of 43.265 billion yuan and a net profit of 1.265 billion yuan for the year 2024 [3][4]. 5. Pricing Policy and Basis for Related Transactions - The borrowing from the related party is aimed at meeting the company's funding needs, enhancing financing efficiency, and reducing costs, with fair pricing that does not harm the interests of the company or its shareholders [4]. 6. Impact of Related Transactions on the Company - The borrowing is expected to support daily operations, improve financing efficiency, optimize debt structure, and enhance liquidity and risk resistance, reflecting the controlling shareholder's support for the company [4]. 7. Approval Procedures for Related Transactions - The independent directors held a special meeting to review the proposal, which was subsequently approved by the Board of Directors and the Supervisory Board [5][6].
水晶光电: 第七届董事会独立董事专门会议2025年第一次会议决议
Zheng Quan Zhi Xing· 2025-09-05 09:17
Core Points - The independent directors of Zhejiang Crystal Optoelectronics Technology Co., Ltd. held their first special meeting of the seventh board on September 4, 2025, and unanimously agreed to waive the notice period requirement [1] - The meeting was convened and presided over by Mr. Zhang Hongwang, with all four independent directors present [1] - The meeting approved the proposal regarding the purchase of equipment assets and related transactions, with a unanimous vote of 4 in favor, 0 against, and 0 abstentions [1] Summary of Related Content - The proposed related transaction involves the purchase of coating equipment from Japan's Guangchi, which is deemed a normal commercial transaction [1] - The pricing of the transaction adheres to principles of openness, fairness, justice, and marketization, ensuring that the transaction price is fair and reasonable [1] - The independent directors believe that this related transaction will positively impact the company's production and operations, enhancing the sustainability of its consumer electronics business and aligning with the interests of all shareholders and the company's long-term development strategy [1]