重大资产重组

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至正股份: 至正股份关于重大资产置换、发行股份及支付现金购买资产并募集配套资金暨关联交易事项获得中国证券监督管理委员会同意注册批复的公告
Zheng Quan Zhi Xing· 2025-09-05 16:22
Core Points - Shenzhen Zhizheng High Polymer Materials Co., Ltd. plans to acquire the equity and control of Advanced Assembly Materials International Limited through a major asset swap, issuance of shares, and cash payment, while divesting 100% equity of Shanghai Zhizheng New Materials Co., Ltd. [1][2] - The China Securities Regulatory Commission (CSRC) has approved the company's registration application for issuing shares to purchase assets and raise supporting funds, with a total of 29 million shares to be issued to ASMPT Hong Kong Holding Limited and other investors [1][2] - The company is authorized to raise up to 1 billion yuan in supporting funds through the issuance of shares [2] Regulatory Approval - The CSRC's approval is valid for 12 months from the date of issuance [2] - The company must comply with relevant regulations and timely disclose information regarding the transaction [2] - The board of directors will handle the related matters within the stipulated timeframe and ensure compliance with disclosure obligations [2]
ST岭南:公司及联席董事长兼总裁尹洪卫被立案调查,亿华通终止重大资产重组事项|晚间公告精选
Mei Ri Jing Ji Xin Wen· 2025-09-05 14:27
Mergers and Acquisitions - Water Holdings plans to acquire 100% equity of Walka Sealing Products (Shanghai) Co., Ltd. for 25.716 million yuan, with the final price based on the audited net assets as of June 30, 2025 [1] Termination of Transactions - Yihua Tong announced the termination of a major asset restructuring plan to acquire 100% equity of Dingzhou Xuyang Hydrogen Energy Co., Ltd. due to a lack of consensus among parties involved [2] Shareholding Changes - Huawu Co., Ltd. announced that its controlling shareholder plans to reduce its stake by up to 3%, equating to no more than 11.8327 million shares [3] - Weishi Electronics' controlling shareholder intends to reduce its stake by up to 3%, which amounts to no more than 6.385 million shares [4] - Koweil plans to reduce its stake by up to 2.34%, totaling no more than 1.9688 million shares [5] Investment Agreements - Aerospace Hongtu signed a strategic cooperation agreement with Pakistan for an internet satellite project worth 2.9 billion yuan [6] - ST Songfa's subsidiary signed contracts for the construction of two 30.6 million-ton super-large crude oil tankers, with a total contract value of approximately 200 to 300 million USD [7] - Guangqi Technology's subsidiary signed batch production contracts for metamaterials totaling 1.278 billion yuan, with deliveries expected by June 30, 2026 [9] Regulatory Issues - ST Lingnan and its former controlling shareholder are under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure laws [10]
思林杰:拟发行股份及支付现金购买科凯电子71%股份
Di Yi Cai Jing· 2025-09-05 13:33
Core Viewpoint - The company plans to acquire 71% of Qingdao Kekai Electronic Research Institute through a combination of share issuance and cash payment, involving 23 counterparties [1] Group 1: Transaction Details - The transaction is expected to constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and is classified as a related party transaction, but it does not qualify as a restructuring listing [1] - Shanghai Dongzhou Asset Appraisal Co., Ltd. conducted a post-evaluation of Kekai Electronics with a valuation reference date of December 31, 2024, and issued an asset appraisal report [1] - The company intends to adjust the transaction plan based on the evaluation results, with the adjustment not expected to constitute a significant change to the original plan [1] Group 2: Future Actions - The company and all parties involved in the transaction will continue to advance the transaction matters and coordinate with various intermediary institutions to implement related work [1] - The company aims to promote transaction-related work based on the latest data [1]
亿华通: 亿华通 关于终止发行股份购买资产并募集配套资金暨关联交易事项的公告
Zheng Quan Zhi Xing· 2025-09-05 11:13
Core Viewpoint - Beijing Yihua Technology Co., Ltd. has decided to terminate the issuance of shares for asset acquisition and related fundraising due to the inability to reach a consensus on the final plan with transaction parties [1][3][4] Group 1: Transaction Overview - The company intended to acquire 100% equity of Danzhou Xuyang Hydrogen Energy Co., Ltd. through share issuance and raise supporting funds, which was classified as a major asset restructuring [1][2] - The trading process was initiated on February 27, 2025, with the company's stock being suspended from trading [1][2] Group 2: Decision-Making Process - The decision to terminate the transaction was made during the fourth board meeting on September 5, 2025, with unanimous approval from all present directors [4] - The transaction was still in the proposal stage, and thus did not require shareholder approval for termination [4] Group 3: Reasons for Termination - The termination was due to the failure of transaction parties to agree on the final plan, leading to a decision made after careful consideration and discussions [3][4] Group 4: Impact of Termination - The termination of the transaction is not expected to adversely affect the company's operational and financial status, and it does not harm the interests of the company or minority shareholders [6] Group 5: Company Commitments - The company commits not to plan any major asset restructuring for at least one month following the announcement of the termination [5]
亿华通: 亿华通 关于召开终止重大资产重组事项投资者说明会的公告
Zheng Quan Zhi Xing· 2025-09-05 11:13
Core Viewpoint - Beijing Yihua Technology Co., Ltd. has announced the termination of its major asset restructuring plan, which involved issuing shares to purchase assets and raising matching funds, following a board meeting on September 5, 2025 [1][2]. Group 1: Investor Meeting Details - The investor meeting is scheduled for September 8, 2025, from 16:00 to 17:00 [2][3]. - The meeting will be held at the Shanghai Stock Exchange Roadshow Center and will be conducted in an online text interaction format [2][3]. - Participants will include the company's chairman and general manager, Zhang Guoqiang, along with other key representatives [2]. Group 2: Participation and Interaction - Investors can log in to the Shanghai Stock Exchange Roadshow Center to participate in the meeting and submit questions before 14:00 on September 8, 2025 [2][3]. - The company will address commonly asked questions during the meeting, ensuring transparency and communication with investors [2][3]. Group 3: Contact Information - For inquiries, investors can contact Bao Xingzhu via phone or email [3].
国科微:发行股份及支付现金购买资产并募集配套资金事项正在推进中
Di Yi Cai Jing· 2025-09-05 10:28
Group 1 - The company plans to acquire a total of 94.366% equity stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. from Ningbo Yongxin Integrated Circuit Equity Investment Co., Ltd. and 10 other parties through a combination of issuing shares and cash payment [1] - The transaction is expected to constitute a related party transaction and a major asset restructuring, but it will not qualify as a restructuring listing [1] - As of the date of the announcement, the company and relevant parties have actively advanced various aspects of the transaction, including audit, evaluation, and due diligence work [1] Group 2 - The transaction plan is currently under further negotiation and refinement, with the company planning to convene a board meeting to review the formal transaction plan once related work is completed [1] - A restructuring report will be disclosed in accordance with relevant laws and regulations after the board's review [1] - The company intends to issue shares to no more than 35 qualified specific objects to raise supporting funds for the transaction [1]
梦网科技: 方正证券承销保荐有限责任公司关于梦网云科技集团股份有限公司终止发行股份及支付现金购买资产并募集配套资金暨关联交易相关主体买卖股票情况自查报告之核查意见
Zheng Quan Zhi Xing· 2025-09-05 08:09
Core Viewpoint - The company, DreamNet Technology Group Co., Ltd., has decided to terminate its plan to issue shares and pay cash for the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd., along with raising supporting funds and related transactions [1] Group 1: Transaction Details - The board of directors of DreamNet Technology convened on August 28, 2025, and approved the proposal to terminate the issuance of shares and cash payment for asset acquisition [1] - The independent financial advisor, Founder Securities, conducted a review of insider trading related to this transaction, confirming that no insider trading occurred during the self-inspection period [2] Group 2: Insider Information Review - The scope of the insider information review included key personnel involved in the transaction [1] - The self-inspection period for insider information was from June 26, 2025, to August 28, 2025, covering the time from the disclosure of the major asset restructuring report to the termination of the restructuring [1] - The independent financial advisor confirmed that during the self-inspection period, there were no instances of insider trading by the relevant parties or their immediate family members [2]
梦网科技: 关于终止发行股份及支付现金购买资产并募集配套资金暨关联交易相关主体买卖股票情况的自查报告
Zheng Quan Zhi Xing· 2025-09-05 08:08
Core Viewpoint - The company has decided to terminate the issuance of shares and cash payment for the acquisition of Hangzhou Bicheng Digital Technology Co., Ltd. and related fundraising activities [1] Group 1: Transaction Details - The company planned to issue shares and pay cash to acquire all shares of Bicheng Digital and raise matching funds [1] - The board of directors approved the termination of the transaction on August 28, 2025 [1] Group 2: Insider Trading Investigation - The company conducted a self-examination regarding insider trading, confirming that no insider or their immediate relatives traded the company's stock during the investigation period [2][3][4] - The investigation period for insider information was from June 26, 2025, to August 28, 2025 [2] Group 3: Verification Opinions - Independent financial advisors confirmed that there were no stock trades by insiders or their immediate relatives during the self-examination period [3] - Legal advisors also verified that no insider trading occurred during the specified period [4]
武汉控股: 武汉三镇实业控股股份有限公司2025年第三次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-09-04 16:29
Core Viewpoint - The company plans to issue shares and pay cash to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group, along with raising supporting funds for the transaction [1][2][3]. Group 1: Transaction Details - The total transaction price for the acquisition is set at 1.600633 billion yuan, with 240 million yuan to be paid in cash and 1.360633 billion yuan in shares [6][19]. - The share issuance price is determined to be 5.22 yuan per share, which is above the minimum required price based on market reference prices [4][5]. - The number of shares to be issued is calculated based on the total share payment amount divided by the share issuance price, resulting in approximately 260.66 million shares [6][19]. Group 2: Fundraising and Use of Proceeds - The company intends to raise up to 1.36 billion yuan through the issuance of shares to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price [2][19]. - The raised funds will be used for transaction cash payments, intermediary fees, taxes, and to support the construction of projects within the acquired company [19]. Group 3: Performance Commitments and Compensation Arrangements - The performance commitment period for the acquired company is set for three consecutive fiscal years starting from the year of transfer, with specific profit targets outlined for each year [9][10]. - If the actual net profit does not meet the committed targets, the seller must compensate the company, either through shares or cash [12][13]. Group 4: Regulatory Compliance and Approval - The transaction has been approved by the company's board and is compliant with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][34]. - The transaction does not constitute a major asset restructuring as defined by regulatory standards, as the relevant financial metrics do not exceed 50% of the company's total [22][35]. Group 5: Lock-up Period and Shareholder Rights - Shares acquired by the seller will be subject to a 36-month lock-up period post-transaction completion, with potential extensions based on stock performance [8][20]. - The unallocated profits prior to the transaction will not be distributed until after the acquisition is completed, ensuring that all shareholders benefit from the profits post-acquisition [16].
武汉控股: 武汉三镇实业控股股份有限公司第九届董事会第四十四次会决议公告
Zheng Quan Zhi Xing· 2025-09-04 16:29
证券代码:600168 证券简称:武汉控股 公告编号:临 2025 - 044 号 武汉三镇实业控股股份有限公司 第九届董事会第四十四次会议决议公告 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。 一、董事会会议召开情况 武汉三镇实业控股股份有限公司(以下简称"公司"或"武汉控股")第九届董 事会第四十四次会议于 2025 年 9 月 4 日以现场方式召开。公司以书面方式通知 全体董事,应出席会议的董事 11 人,实际出席会议的董事 11 人。本次会议的召 开符合《中华人民共和国公司法》和《公司章程》及其他有关法律法规的规定, 会议合法有效。 二、董事会会议审议情况 《上市公司重大资 本次会议由公司董事长王静女士主持,经与会董事认真审议,形成如下决议: (一)审议通过了《关于公司发行股份及支付现金购买资产并募集配套资 金暨关联交易符合相关法律、法规规定的议案》 武汉控股拟发行股份及支付现金购买武汉市城市建设投资开发集团有限公 司(以下简称"交易对方"或"武汉市城投集团")所持武汉市政工程设计研究院有 限责任公司(以下简称"标的 ...