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巍华新材: 中信建投证券股份有限公司关于浙江巍华新材料股份有限公司与关联方共同投资暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-05-26 11:22
Group 1 - The company, Zhejiang Weihua New Materials Co., Ltd., plans to invest in Lansheng Biotechnology Group Co., Ltd. alongside related party Wu Jiangwei to enhance future profitability [1][6] - The investment involves the company acquiring 624,725 shares of Lansheng Biotechnology, representing 0.6907% of its total equity, for a consideration of 12,086,996 RMB [1][7] - Wu Jiangwei will also acquire shares from other parties, totaling 633,150 shares, for 12,250,000 RMB [1][7] Group 2 - Wu Jiangwei is the chairman and a controlling person of the company, making this investment a related party transaction, but it does not constitute a major asset restructuring [2][9] - The transaction has been approved by the company's board of directors and does not require shareholder approval [2][9] - The company has not engaged in other related party transactions with Wu Jiangwei in the past 12 months, aside from routine transactions [2][9] Group 3 - Lansheng Biotechnology was established on March 7, 2014, with a total registered capital of 90.45 million RMB, and operates in the agricultural chemicals sector [3][4] - The company has total assets of 194,556.71 million RMB and net assets of 127,027.73 million RMB as of December 31, 2024 [6] - The revenue for the year 2024 is projected to be 167,828.95 million RMB, with a net profit of 26,861.89 million RMB [6] Group 4 - The pricing of the shares is based on Lansheng's profitability and net asset scale, ensuring fairness and reasonableness in the transaction [6][8] - The agreement stipulates that the transfer price per share is 19.3477 RMB [7] - The investment is expected to improve the company's profitability and provide better returns for small and medium investors [8][9]
巍华新材: 关于与关联方共同投资暨关联交易的公告
Zheng Quan Zhi Xing· 2025-05-26 11:17
证券代码:603310 证券简称:巍华新材 公告编号:2025-032 浙江巍华新材料股份有限公司 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。 重要内容提示: ? 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 与关联方吴江伟先生共同向兰升生物科技集团股份有限公司(以下简称"兰升生 物")进行投资。其中,公司拟以现金方式受让石家庄鹏智创业投资中心(有限 合伙)(以下简称"鹏智创投")所合法持有的兰升生物 624,725 股股份(占兰 升生物股本总额的 0.6907%),转让对价为 12,086,996 元。吴江伟先生拟以现金 方式分别从鹏智创投、关从巧女士受让其合法持有兰升生物的 180,900 股、 别为 3,500,000 元、8,750,000 元。 ? 吴江伟先生为公司董事长、实际控制人之一,根据《上海证券交易所股 《上海证券交易所上市公司自律监管指引第 5 号—交易与关联交易》 票上市规则》 二、关联人介绍 等规定,吴江伟先生为公司关联自然人,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 ...
罗普斯金: 第六届董事会独立董事2025年第四次专门会议决议
Zheng Quan Zhi Xing· 2025-05-26 10:13
Core Viewpoint - The independent directors of Zhongyifeng Lopuskin Material Technology Co., Ltd. have approved the sale of equity in a controlling subsidiary, which aligns with the company's overall business strategy to focus on core operations and optimize business layout [1][2]. Group 1 - The meeting was convened and conducted in accordance with relevant laws and regulations, with all independent directors participating and voting by signature [1]. - The voting results showed unanimous support for the proposal, with 3 votes in favor and no votes against or abstentions [1]. - The independent directors believe that the pricing of the related transaction is fair and based on assessment results negotiated between the parties, ensuring no harm to the company or its shareholders, particularly minority shareholders [2]. Group 2 - The proposal regarding the sale of subsidiary equity and related transactions will be submitted for review at the 22nd meeting of the sixth board of directors [2].
浙江新能: 浙江新能第二届监事会第二十一次会议决议公告
Zheng Quan Zhi Xing· 2025-05-26 09:21
Group 1 - The second meeting of the supervisory board of Zhejiang New Energy Investment Group Co., Ltd. was held on May 26, 2025, via communication, with all three supervisors present [1][2] - The supervisory board approved the proposal regarding the acquisition of a 29% stake in Zhejiang Zheneng Fuyang Chang'an Pumped Storage Co., Ltd. and related party transactions, concluding that it would not adversely affect the company's financial and operational status [1][2] - The board confirmed that the related party transaction complies with relevant laws and regulations, adhering to principles of openness, fairness, and justice, and does not harm the interests of the company and all shareholders, especially minority shareholders [1][2] Group 2 - The voting results for the proposal were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [2] - The decision and related documents are available for review on the Shanghai Stock Exchange website [2] - The supervisory board takes legal responsibility for the truthfulness, accuracy, and completeness of the announcement [1]
蓝帆医疗第一大供应商变身大股东
Zhong Guo Jing Ying Bao· 2025-05-23 19:52
Core Viewpoint - The recent change in the shareholding structure of Bluestar Medical has raised concerns among investors regarding potential interests transfer and the implications of the new indirect controlling shareholder, Langhui Chemical [3][4][5] Group 1: Shareholding Changes - Langhui Chemical has acquired a controlling stake in Bluestar Medical's major shareholder, Zibo Bluestar Investment, through a capital increase, diluting the stake of Bluestar Group from 98% to 47.0013% [5][6] - Despite the change in indirect control, the actual controller, Li Zhenping, remains unchanged, and the company asserts that this does not affect the control or business structure of Bluestar Medical [5][6][9] Group 2: Financial Performance and Transactions - Langhui Chemical, previously a loss-making subsidiary, has transformed into a leading enterprise in the plasticizer and resin sector, with revenues of approximately 12.15 billion, 12.69 billion, and 13.42 billion from 2022 to 2024 [6][11] - Bluestar Medical has reported continuous losses over the past three years, with revenues of approximately 4.9 billion, 4.93 billion, and 6.25 billion, and net losses of approximately 372 million, 568 million, and 446 million during the same period [11] Group 3: Supply Chain and Procurement - Langhui Chemical has been the largest supplier for Bluestar Medical over the past three years, with procurement amounts of approximately 499 million, 496 million, and 577 million, accounting for 15.27%, 12.88%, and 12.52% of total annual procurement [9][10] - Bluestar Medical plans to procure approximately 635 million from Langhui Chemical in 2025, which is significantly higher than from other suppliers, indicating a reliance on this supplier despite the commitment to reduce related transactions [10][11]
奕瑞科技: 奕瑞科技关于新增2025年度关联交易预计的公告
Zheng Quan Zhi Xing· 2025-05-23 14:08
Core Viewpoint - The company has announced its expected related party transactions for the year 2025, amounting to RMB 117.85 million, which will be submitted for shareholder approval and is deemed fair and necessary for business operations [1][2][3]. Related Party Transaction Overview - The expected amount for related party transactions in 2025 is RMB 11,785.00 thousand [2]. - The transactions will include sales of products and services to related parties, with a focus on maintaining fair market practices and not harming the interests of minority shareholders [1][5]. Transaction Details - The company plans to engage in transactions with Vision Technology Co., Ltd., including the sale of silicon-based OLED microdisplay modules and the receipt of performance guarantees [4][5]. - The performance guarantees will not be used to offset payment for goods and will be returned based on actual procurement amounts [4]. Approval Process - The related party transactions have been reviewed and approved by the board of directors and will be presented to the shareholders for final approval [3][5]. - Independent directors and non-related board members participated in the decision-making process to ensure fairness [3]. Necessity and Fairness of Transactions - The related party transactions are necessary for the company's operational needs and are conducted under fair market conditions [5]. - The company maintains a stable partnership with related parties, which supports its ongoing business development without compromising independence [5].
华北制药与关联财务公司签约,预计2025年发生金融业务20亿元
Xin Lang Cai Jing· 2025-05-23 13:16
Core Viewpoint - Huabei Pharmaceutical (600812.SH) has recently announced a series of agreements with its affiliated company regarding financial services, which has attracted investor attention [1]. Financial Services Agreement - Huabei Pharmaceutical plans to sign a financial services agreement with Jizhong Energy Group Financial Co., Ltd. to enhance capital efficiency, secure better deposit and loan rates, and reduce financing costs. The agreement will be valid for three years [2]. - The company expects to engage in various financial transactions totaling 2 billion yuan in 2025, including deposit and loan services [2][3]. Financial Company Overview - Jizhong Energy Group Financial Co., Ltd. has total assets of 20.63 billion yuan and liabilities of 14.64 billion yuan as of March 31, 2025. The company reported a net profit of 64.27 million yuan for the first quarter of 2025 [4][6]. - The financial company is controlled by the Hebei Provincial State-owned Assets Supervision and Administration Commission and provides services such as accepting deposits and granting loans [3][4]. Risk Management Measures - To ensure the safety of funds deposited with the financial company, Huabei Pharmaceutical has established a risk management plan, including a leadership group responsible for monitoring and managing risks [7]. - The company has also conducted a risk assessment report detailing the shareholding structure of the financial company, with Huabei Pharmaceutical holding a 20% stake [7]. Financial Performance - In the first quarter of 2025, Huabei Pharmaceutical achieved a revenue of 2.57 billion yuan, a year-on-year increase of 0.65%, and a net profit of 57.49 million yuan, up 216.72% compared to the previous year [10][11]. - The company's total assets increased by 2.43% year-on-year, reaching approximately 21.99 billion yuan [11]. Upcoming Shareholder Meeting - Huabei Pharmaceutical will hold its 2024 annual shareholder meeting on June 11, 2025, to discuss various proposals, including the 2024 Board of Directors' work report [10].
优优绿能IPO:大客户入股公允性存疑,业绩稳定性或埋下隐患
Sou Hu Cai Jing· 2025-05-23 08:35
Core Viewpoint - Shenzhen Youyou Green Energy Co., Ltd. is set to launch its IPO on May 26, aiming to raise 700 million yuan for the construction of a charging module production base, headquarters, R&D center, and to supplement working capital [2][3]. Investment Projects - The total investment for the charging module production base is 272.82 million yuan, with 270 million yuan funded by the IPO proceeds [3]. - The headquarters and R&D center project has a total investment of 274.65 million yuan, also utilizing 270 million yuan from the IPO [3]. - The company plans to allocate 160 million yuan for working capital [3]. Customer Dependency and Revenue - The top five customers, including Wanbang Digital and ABB, have significant equity relationships with Youyou Green Energy, contributing a high proportion of revenue [4][5]. - Sales revenue from the top five customers over the reporting periods were 299.81 million yuan, 613.34 million yuan, 617.14 million yuan, and 254.21 million yuan, representing 69.63%, 62.08%, 44.86%, and 35.21% of total revenue respectively [5][6]. Related Party Transactions - The company has been questioned regarding the fairness of pricing in related party transactions, particularly concerning equity stakes held by major customers [9]. - Youyou Green Energy asserts that sales to Wanbang Digital increased post-investment due to the latter's business growth, with average sales prices remaining consistent with other customers [9][10]. Market Position and Competition - Youyou Green Energy has established stable partnerships with major clients, but there are concerns about dependency on these relationships, especially with Wanbang Digital and ABB [13]. - The company has signed three-year cooperation framework agreements with ABB and Wanbang Digital, although specific details of these agreements remain undisclosed [13]. Financial Performance - The gross profit margins for domestic sales were 24.32%, 19.96%, and 23.79% over the reporting periods, while international sales margins were higher at 49.48%, 46.25%, and 44.94% [15]. - The company’s sales to ABB have shown a consistent increase, aligning with ABB's own revenue growth in the electric transportation sector [14][15].
江苏新能: 江苏新能关于控股子公司与江苏国信扬州发电有限责任公司签署补偿协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-05-23 08:11
证券代码:603693 证券简称:江苏新能 公告编号:2025-019 江苏省新能源开发股份有限公司 关于控股子公司与江苏国信扬州发电有限责任公司 签署补偿协议暨关联交易的公告 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。 重要内容提示: ? 为配合国信扬电 2×100 万千瓦三期扩建项目(以下简称"扬电三期项 目")实施需要,江苏省新能源开发股份有限公司(以下简称"江苏新能"、"公 司")控股子公司江苏新能昊扬新能源发展有限公司(以下简称"新能昊扬") 拟移除移建部分布置在江苏国信扬州发电有限责任公司(以下简称"国信扬电") 厂区的光伏项目,该事项对新能昊扬造成的损失由国信扬电向其进行补偿。本次 移除移建损失以评估结论为依据,金额为 47,020,015.69 元,由国信扬电以现金 方式补偿给新能昊扬;若无法按照协议约定完成 10MWp 移建并恢复发电的,国信 扬电按照差异容量以最高 400 万元/MWp 现金补偿给新能昊扬,该部分补偿金额 以实际发生的损失金额为准。 ? 国信扬电为公司关联法人,本次交易构成关联交易。 ? ...
卧龙新能: 卧龙新能第十届监事会第七次会议决议公告
Zheng Quan Zhi Xing· 2025-05-22 15:18
Core Viewpoint - The company plans to sell 90% of its stake in Shanghai Mining to Zhejiang Wolong Shunyu Investment Co., Ltd for a transaction price of 220.5 million yuan, which is based on an asset valuation report as of December 31, 2024 [1][3][4]. Group 1: Meeting Resolutions - The supervisory board approved the major asset sale, confirming compliance with relevant laws and regulations [2][6]. - The transaction requires approval from the company's shareholders' meeting [2][7]. - The board's decision is valid for twelve months from the date of shareholder approval [6][8]. Group 2: Transaction Details - The transaction involves a cash payment for the 90% stake in Shanghai Mining, with the company no longer holding any shares post-transaction [2][3]. - The transaction price is based on an evaluation by Zhonglian Asset Appraisal Group, with the assessed value serving as a reference [3][16]. - The agreement includes provisions for adjustments in the transaction price if the target company issues cash dividends before the completion of the deal [3][5]. Group 3: Compliance and Approvals - The transaction must meet several conditions, including approvals from the board, shareholders, and relevant regulatory bodies [4][11]. - The company has ensured that all necessary legal procedures have been followed, confirming the completeness and legality of the transaction [14][15]. Group 4: Financial Implications - The transaction is expected to result in a dilution of immediate returns, but the company has outlined measures to mitigate this impact [17][18]. - The company aims to enhance its core competitiveness and optimize asset quality through this transaction, which is anticipated to improve overall company value [17][18]. Group 5: Independent Assessment - The selected appraisal agency is deemed independent, and the valuation methods used are considered appropriate and fair [15][16]. - The company has committed to maintaining transparency and protecting shareholder interests throughout the transaction process [17][18].