关联交易
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茂业商业: 茂业商业关于公司新增2025年度日常关联交易预计的公告
Zheng Quan Zhi Xing· 2025-06-25 20:05
Core Viewpoint - The company has announced the expected daily related transactions for 2025, which are deemed necessary for normal business operations and comply with fair trading principles [1][2][3] Summary by Relevant Sections Daily Related Transactions - The board of directors has approved the expected daily related transactions for 2025, with no need for shareholder meeting approval [1] - Independent directors have reviewed the transactions and confirmed they are normal and reasonable, adhering to fair trading principles [2] Previous Related Transactions - In 2024, the company did not engage in any related transactions with Shanxi Maoye Real Estate Development Co., Ltd [2] Related Party Information - Shanxi Maoye Real Estate has a registered capital of 11 million yuan and is involved in various retail sectors, with 100% ownership by the company [2] Financial Indicators - Key financial metrics for the related party over the last three years indicate total assets of 416,014 million yuan, total liabilities of 158,318 million yuan, and net profit of 2,867 million yuan [4] Expected Transaction Amount and Categories - The total expected amount for the new related transactions in 2025 is capped at 60 million yuan, primarily involving sales of goods between the company and Shanxi Maoye Real Estate [5][6] Pricing Policy - The pricing for these transactions will be based on market prices, industry standards, and government guidelines, ensuring fairness and transparency [6] Purpose and Impact of Related Transactions - The transactions aim to leverage the resources and channel advantages of the related party to expand the company's To B group purchasing business, enhancing operational efficiency and resilience against economic cycles [6][7] Risk Management - The company plans to use advance payment methods to mitigate performance risks and protect the interests of minority shareholders [7]
津投城开: 津投城开关于全资子公司向关联方借款暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-25 19:00
Core Viewpoint - The company plans to borrow a total of 500 million yuan from its controlling shareholder, Tianjin State-owned Capital Investment Operation Co., Ltd., to alleviate financial pressure on its wholly-owned subsidiaries [1][2]. Summary by Sections 1. Overview of Related Transactions - The company's wholly-owned subsidiaries, Tianjin Huaxin Urban Development Co., Ltd. and Tianjin Jinxin Urban Development Co., Ltd., intend to borrow 350 million yuan and 150 million yuan respectively, with a borrowing term of 2 years and an annual interest rate of 4.5% [1]. 2. Board of Directors' Review - The proposal for the related party loan was approved by 9 non-related directors, with no votes against or abstentions [2]. 3. Approval and Procedures - The transaction requires approval from the shareholders' meeting due to its amount exceeding 30 million yuan and accounting for more than 5% of the company's latest audited net assets [2]. 4. Historical Related Transactions - In the past 12 months, the company has engaged in 2 related transactions with Tianjin State-owned Capital, totaling approximately 1,003.1 million yuan, which is 5930.69% of the company's latest audited net assets [2]. 5. Related Party Information - Tianjin State-owned Capital holds 17.20% of the company's shares and is classified as the controlling shareholder [3]. 6. Pricing of Related Transactions - The agreed annual interest rate of 4.5% is lower than the company's average financing cost of 6.78%, ensuring fairness and reasonableness in the transaction [4]. 7. Main Content of the Loan Agreement - The loan agreement specifies that the borrowing term is 2 years, with interest paid quarterly and principal repaid semi-annually [5]. 8. Impact on the Company - The loan aims to meet the operational funding needs of the subsidiaries without adversely affecting the company's development or creating dependency on the related party [6].
IPO雷达|实控人夫妻持股逾九成!晨光电机毛利率逐年下滑,招股书和警示函同天“面世”
Sou Hu Cai Jing· 2025-06-25 12:33
Core Viewpoint - The company, Zhoushan Chenguang Electric Motor Co., Ltd., is transitioning from the New Third Board to the Beijing Stock Exchange, with its IPO application accepted on June 25, 2023 [1][2]. Company Overview - Chenguang Electric Motor was established on December 19, 2001, and transformed into a joint-stock company on September 4, 2023, with plans to be publicly traded on the National Equities Exchange and Quotations on September 9, 2024 [2]. - The company specializes in the research, production, and sales of micro-special motors, primarily used in cleaning appliances like vacuum cleaners, and has a strong competitive edge in this niche market [2]. Shareholding Structure - As of the signing of the prospectus, the actual controller, Wu Yongkuan, holds 53.13% of the shares directly, while his spouse, Shen Yan'er, holds 35.42%, resulting in a combined control of 93.39% [3]. Financial Performance - The company's main business revenue for the years 2022, 2023, and 2024 was 492 million yuan, 704 million yuan, and 816 million yuan, respectively, reflecting a compound annual growth rate of 28.71% [4]. - However, the net profit attributable to shareholders for the same periods was 58 million yuan, 99 million yuan, and 79 million yuan, indicating a decline of 20.84% in 2024 due to various market pressures [4]. Financial Metrics - Total assets as of December 31, 2024, are reported at approximately 876.18 million yuan, with total equity of about 457.64 million yuan [5]. - The gross profit margin has decreased from 22.83% in 2023 to 19.73% in 2024, indicating a downward trend in profitability [5][6]. Accounts Receivable - The accounts receivable have shown an increasing trend, with values of 153 million yuan, 189 million yuan, and 301 million yuan at the end of each reporting period, representing 41.88%, 38.80%, and 48.78% of current assets, respectively [7]. Regulatory Issues - On the same day the IPO application was accepted, the company received a warning letter from the Zhejiang Securities Regulatory Bureau for failing to disclose a related party transaction of 6.24 million yuan [8].
西部黄金:子公司购买6000吨金矿石 总价约6000万元
news flash· 2025-06-25 10:25
Core Viewpoint - Western Gold's subsidiary, Yili Company, has entered into an agreement to purchase approximately 6,000 tons of gold ore for a total price of about 60 million yuan, addressing raw material shortages and reducing costs through shorter transportation distances [1] Group 1: Transaction Details - The agreement is with Xinjiang Meisheng Mining Co., Ltd., which is affiliated with Western Gold through Xinjiang Nonferrous Holdings, thus constituting a related party transaction [1] - The actual supply volume will be based on the weight measured upon arrival [1] - The transaction has been approved by the company's board of directors and does not require submission to the shareholders' meeting [1] Group 2: Financial Impact - The cumulative transaction amount with the same related party over the past 12 months is 1.001 million yuan [1] - The transaction is not expected to have a significant adverse impact on the company's financial condition and operating results [1]
澜起科技: 澜起科技2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-24 19:04
证券代码:688008 证券简称:澜起科技 澜起科技股份有限公司 2025 年第一次临时股东大会会议资料 澜起科技股份有限公司 澜起科技股份有限公司 2025 年第一次临时股东大会会议 资料 澜起科技股份有限公司 议案 3:关于公司发行 H 股股票并在香港联合交易所有限公司上市的议案 ..... 42 议案 4:关于公司发行 H 股股票并在香港联合交易所有限公司上市方案的议案 议案 7:关于公司发行 H 股股票并在香港联合交易所有限公司上市决议有效期的 议案 8:关于提请股东大会授权董事会及其授权人士全权处理与公司发行 H 股股 议案 11:关于修订于 H 股发行上市后适用的《公司章程》及相关议事规则的议 议案 15:关于 2025 年第二次以集中竞价交易方式回购公司 A 股股份方案的议案 澜起科技股份有限公司 2025 年第一次临时股东大会会议资料 澜起科技股份有限公司 2025 年第一次临时股东大会会议资料 澜起科技股份有限公司 为了维护全体股东的合法权益,确保股东大会的正常秩序和议事效率,保证 大会的顺利进行,根据《中华人民共和国公司法》 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代 ...
众生药业: 关于使用募集资金向控股子公司提供借款实施募投项目暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-24 18:41
Core Viewpoint - The company has approved the use of raised funds to provide loans to its subsidiary, Guangdong Zhongsheng Ruichuang Biotechnology Co., Ltd., for the implementation of a new drug research and development project, amounting to a maximum of RMB 110 million [1][2][10]. Summary of Relevant Sections Fundraising Overview - The company raised a net amount of RMB 590.20 million after deducting issuance costs of RMB 8.37 million, as approved by the China Securities Regulatory Commission [1][2]. - The funds were deposited into a designated account on June 15, 2023, and verified by an accounting firm [1]. Changes in Fund Usage - The company decided to reduce the budget for the "Anti-tumor Drug R&D Project" from RMB 169.20 million to RMB 43.26 million, reallocating the reduced amount of RMB 125.94 million to the "Drug R&D Center and Supporting Facilities Construction Project" [1][2]. - The remaining unused funds from the "Anti-tumor Drug R&D Project" and "Digital Platform Upgrade Project" totaling RMB 103.08 million will now be used for the new drug R&D project at the subsidiary [2][5]. Loan Details - The loan to the subsidiary will be provided in stages based on actual project needs, with a term of 5 years and an interest rate referencing the Loan Prime Rate (LPR) [1][2][10]. - The board of directors has authorized the chairman or designated agents to handle related matters and sign necessary documents [1][10]. Financial Status of the Subsidiary - As of March 31, 2025, the subsidiary had total assets of RMB 670.36 million and total liabilities of RMB 219.90 million, resulting in net assets of RMB 450.46 million [11]. - The subsidiary reported a total revenue of RMB 125.27 million for the first quarter of 2025, with a net loss of RMB 528.35 million for the same period [11]. Related Party Transactions - The loan constitutes a related party transaction, as the subsidiary is controlled by the company, and the terms are deemed fair and reasonable [8][9][10]. - The independent directors and supervisory board have approved the transaction, confirming it aligns with legal regulations and does not harm the interests of shareholders [14][15].
众生药业: 第八届董事会独立董事专门会议2025年第四次会议审核意见
Zheng Quan Zhi Xing· 2025-06-24 18:40
证券交易所上市公司自律监管指引第 1 号——主板上市公司规范运作》等相关法 律法规及规范性文件的有关规定,广东众生药业股份有限公司(以下简称"公司") 第八届董事会独立董事专门会议 2025 年第四次会议于 2025 年 6 月 24 日在公司 会议室以通讯方式召开。本次会议应出席独立董事 3 人,实际出席独立董事 3 人。 经全体独立董事推举,本次会议由独立董事牟小容女士召集并主持。全体独立董 事本着认真、负责的态度,对公司相关议案及事项进行了审议并发表审核意见如 下: 一、会议以 3 票同意,0 票反对,0 票弃权的表决结果,审议通过了《关于 使用募集资金向控股子公司提供借款实施募投项目暨关联交易的议案》。 公司独立董事一致认为:本次公司使用募集资金向控股子公司提供借款实施 募投项目暨关联交易的事项符合《上市公司募集资金监管规则》《深圳证券交易 所股票上市规则》《深圳证券交易所上市公司自律监管指引第1号——主板上市 公司规范运作》等法律法规、规范性文件的规定,有利于保障募投项目的顺利实 施,符合公司及公司控股子公司广东众生睿创生物科技有限公司的实际情况,不 存在变相改变募集资金用途或损害公司股东尤其是中小 ...
航天智造: 关联交易决策管理规定
Zheng Quan Zhi Xing· 2025-06-24 18:40
Core Points - The company establishes regulations to standardize related party transactions, ensuring that such transactions do not harm the interests of the company and non-related shareholders [1] - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [1] - Related parties include controlling shareholders, actual controllers, directors, senior management, and entities they control [2][4] Group 1: Related Party Definition - Related relationships are defined as those between the company and its controlling shareholders, actual controllers, directors, and senior management, as well as entities they control [2] - Related parties include both legal entities and natural persons, with specific criteria for identification [2][4] - The company must maintain a registry of related parties and their relationships, updated regularly [2] Group 2: Related Party Transactions - Related party transactions involve the transfer of resources or obligations between the company and its related parties, including asset purchases, financial assistance, and guarantees [12] - Transactions must follow basic principles, including avoiding conflicts of interest during board and shareholder meetings [13][14] - Pricing for related party transactions should not deviate from market standards, and the company must disclose pricing criteria [6][13] Group 3: Decision-Making Procedures - Directors with related relationships must abstain from voting on related party transaction resolutions [19][20] - Related party transactions exceeding certain thresholds require approval from independent directors and must be disclosed [10][26] - The company can only provide guarantees for its wholly-owned or controlling subsidiaries, with specific conditions for related parties [27][28] Group 4: Information Disclosure - Related party transactions must be disclosed in accordance with the company's disclosure management regulations and relevant stock exchange rules [37] - The company is required to provide timely disclosures within two trading days upon triggering disclosure requirements [39]
水发燃气: 水发派思燃气股份有限公司独立董事2025年第二次专门会议决议
Zheng Quan Zhi Xing· 2025-06-24 17:48
Core Viewpoint - The independent directors of Shandong Waterfa Gas Co., Ltd. approved several resolutions regarding the adjustment of the company's stock issuance plan for 2023, including changes in pricing, issuance quantity, and the identity of the issuing party, aimed at facilitating the company's financing and ensuring compliance with regulatory requirements [1][10]. Summary by Sections Stock Issuance Adjustment - The company proposed to adjust the stock issuance plan for 2023, changing the issuance price from 6.67 yuan per share to 5.29 yuan per share, which is still not less than 80% of the average trading price over the previous 20 trading days [1][3]. - The number of shares to be issued was increased from a maximum of 74,962,518 shares to 94,517,958 shares, not exceeding 30% of the total share capital before issuance [6][9]. Issuing Party Changes - The original issuing party was Waterfa Gas Group Co., Ltd., but it has been changed to the controlling shareholder, Waterfa Group Co., Ltd. [7][9]. Compliance and Fairness - The independent directors confirmed that the adjustments made to the stock issuance plan comply with relevant laws and regulations, ensuring that the interests of all shareholders, especially minority shareholders, are protected [10][12]. - The pricing and terms of the related party transactions were deemed fair and reasonable, reflecting the confidence of the subscribing party in the company [12][13]. Financial Reporting and Analysis - The independent directors reviewed and approved the feasibility analysis report for the use of raised funds, confirming that the funds will help reduce the company's debt and optimize its capital structure [13]. - A special report on the use of previously raised funds was also approved, indicating compliance with legal requirements and alignment with the company's actual situation [12][13]. Shareholder Meeting Proposals - The board proposed to seek shareholder approval for the exemption of Waterfa Group and its concerted actions from making a mandatory offer, which aligns with regulatory provisions [13][14].
水发燃气: 关于与特定对象签署《附条件生效的股份认购合同》暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-24 17:48
Core Viewpoint - The company plans to issue shares to a specific entity, Water Development Group Co., Ltd., which is its controlling shareholder, constituting a related party transaction [1][2]. Group 1: Related Party Transaction Overview - The issuance of shares will be conducted through cash subscription by Water Development Group, which is the controlling shareholder of the company [1][2]. - The board of directors has approved the issuance, with independent directors expressing their agreement [1][2]. - The transaction requires approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][2]. Group 2: Related Party Information - Water Development Group is a state-owned enterprise established in 2009, primarily engaged in the management and investment of water resources in Shandong Province [2]. - As of the announcement date, Water Development Group has total assets of approximately 161.32 billion yuan and total liabilities of about 125.40 billion yuan [3]. Group 3: Transaction Details - The subscription amount by Water Development Group will not exceed 500 million yuan, with a maximum subscription of approximately 94.52 million shares, representing no more than 30% of the company's total share capital prior to the issuance [7][8]. - The issuance price is set at 5.29 yuan per share, which is 80% of the average trading price over the previous 20 trading days [6][7]. - The shares will be subject to a lock-up period of 36 months post-issuance [8]. Group 4: Purpose and Impact of the Transaction - The participation of Water Development Group in the share issuance reflects its positive outlook on the company's future and strong support for its development [16]. - The issuance is expected to reduce the company's debt-to-asset ratio, thereby lowering financial risks and enhancing its financial structure and market competitiveness [16].