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东风股份: 北京市中伦律师事务所关于东风汽车集团(武汉)投资有限公司免于以要约方式收购东风汽车股份有限公司股份的法律意见书
Zheng Quan Zhi Xing· 2025-08-29 12:17
Group 1 - The legal opinion letter is issued by Beijing Zhonglun Law Firm regarding Dongfeng Motor Group (Wuhan) Investment Co., Ltd.'s exemption from making a tender offer for shares of Dongfeng Motor Co., Ltd. [1][2] - The opinion is based on the provisions of the Company Law, Securities Law, and relevant regulations issued by the China Securities Regulatory Commission [2][3] - Dongfeng Investment is a legally established limited liability company with a registered capital of 61.05 million yuan and is not subject to any circumstances that would require its termination or dissolution [9][11] Group 2 - Dongfeng Investment is eligible to acquire shares without making a tender offer as the share transfer occurs between different entities under the same actual controller, which does not change the actual controller of the listed company [11][12] - The acquisition involves Dongfeng Investment absorbing Dongfeng Group Co., Ltd., thereby inheriting 1,100,000,000 shares of Dongfeng Motor Co., Ltd., which represents 55% of its total share capital [11][12] - The acquisition has already completed necessary authorizations and approvals, and further procedures include obtaining the required votes from independent H shareholders [13][14] Group 3 - There are no foreseeable legal obstacles to the acquisition, provided all legal procedures and obligations are fulfilled [15] - Dongfeng Investment has complied with information disclosure obligations as per the relevant laws and regulations [15][16] - There have been no significant violations of securities laws by Dongfeng Investment or its executives in the six months prior to the acquisition [16]
科华控股: 北京德恒律师事务所关于《科华控股股份有限公司收购报告书》的法律意见
Zheng Quan Zhi Xing· 2025-08-27 10:16
Core Viewpoint - The acquisition of Kewah Holdings Co., Ltd. is aimed at gaining control of the company based on its intrinsic value and growth potential, with plans to enhance its operational management and competitiveness in the market [11][12]. Group 1: Acquisition Details - The acquirer, Lu Hongping, plans to acquire a total of 30,000,000 shares from Kewah Holdings, with Lu Hongping acquiring 21,000,000 shares and Tu Han acquiring 9,000,000 shares [12][19]. - The first phase of the acquisition involves Lu Hongping and Tu Han acquiring 17,846,140 shares from Shanghai Jingyou, representing 9.18% of the total shares before the issuance [12][19]. - The second phase will see Tu Han acquiring 9,766,073 shares from Chen Hongmin and his associates, representing 5.02% of the total shares before the issuance [14][19]. Group 2: Shareholding Changes - After the completion of the first phase, Lu Hongping will hold 23,794,805 shares (12.24% of total shares), while Tu Han will hold 14,383,234 shares (7.40% of total shares) [13][15]. - Following the second phase, the total shares held by Lu Hongping and Tu Han will increase to 47,944,112 shares, representing 24.66% of the total shares before the issuance [15][19]. - Post the issuance of new shares, the combined shareholding of Lu Hongping and Tu Han is expected to rise to 77,944,112 shares, accounting for 34.73% of the total shares [16][19]. Group 3: Regulatory Compliance - The acquisition has undergone necessary approval processes, including compliance checks by the Shanghai Stock Exchange and the China Securities Regulatory Commission [12][19]. - The acquirers have committed to not seeking control of the company during their ownership period, as stated in the commitment letter provided by Chen Hongmin and Chen Xiaoke [18][19]. - The acquisition process includes signing various agreements, such as the share transfer agreements and the voting rights waiver agreement, to ensure compliance with regulatory requirements [12][19].
科华控股: 北京德恒律师事务所关于卢红萍、涂瀚收购科华控股股份有限公司免于发出要约的法律意见书
Zheng Quan Zhi Xing· 2025-08-27 10:16
Core Viewpoint - The legal opinion from Beijing Deheng Law Firm confirms that Lu Hongping and Tu Han can acquire shares of Kehua Holdings without the obligation to make a public offer, based on compliance with relevant regulations and shareholder approvals [6][11]. Group 1: Acquisition Details - Lu Hongping and Tu Han plan to acquire a total of 41,220,752 shares from the transferor, representing 21.20% of the total shares before the issuance [7]. - After the acquisition, the total shares held by the acquirers will increase to 77,944,112 shares, accounting for 34.73% of the total shares post-issuance [7]. - The acquisition includes a commitment that the newly issued shares will not be transferred for 36 months following the issuance [7]. Group 2: Legal Basis for Exemption - According to Article 63 of the Acquisition Management Measures, investors can be exempted from making a public offer if they acquire new shares that exceed 30% of the total issued shares, with the approval of non-related shareholders [6][11]. - The board of directors of Kehua Holdings has approved the proposal to exempt the acquirers from making a public offer, pending approval from the shareholders' meeting [8]. Group 3: Compliance and Approval Process - The acquisition has undergone necessary approval procedures, including compliance checks by the Shanghai Stock Exchange and the need for shareholder approval for the issuance of new shares [9]. - The acquirers have fulfilled the current disclosure obligations as required by the Acquisition Management Measures [10][11]. Group 4: Legal Status of Acquirers - Lu Hongping and Tu Han are confirmed to have the legal capacity to act as shareholders of the listed company and do not fall under any disqualifying conditions as per the Acquisition Management Measures [6][11]. - There have been no securities violations by the acquirers or their immediate family members in the six months preceding the acquisition [10][11].
科华控股: 科华控股股份有限公司收购报告书
Zheng Quan Zhi Xing· 2025-08-27 10:16
Core Viewpoint - The acquisition report outlines the acquisition of Kewah Holdings Co., Ltd. by Lu Hongping and Tu Han, aiming to gain control over the company and enhance its operational management and competitiveness [1][6][10]. Group 1: Acquisition Details - The acquisition involves Lu Hongping and Tu Han acquiring a total of 17,846,140 shares from Shanghai Jingyou, representing 9.18% of the company's total shares before the issuance [11]. - Tu Han will also acquire 13,608,539 shares from Chen Hongmin and his associates, which accounts for 7.00% of the total shares before the issuance [11]. - The acquisition is structured in two phases, with the first phase already signed and the second phase planned for completion by March 31, 2026 [10][11]. Group 2: Shareholding Changes - Following the completion of the first phase, Lu Hongping's shareholding will increase to 23,794,805 shares (12.24%), while Tu Han will hold 14,383,234 shares (7.40%) [9][10]. - After the second phase, the combined shareholding of Lu Hongping and Tu Han will rise to 47,944,112 shares, representing 24.66% of the total shares before the issuance [10][11]. - Post the planned issuance of 30,000,000 new shares, Lu Hongping and Tu Han's combined shareholding is expected to increase to 34.73% [11][13]. Group 3: Regulatory Compliance - The acquisition requires compliance with various regulatory approvals, including those from the Shanghai Stock Exchange and the China Securities Regulatory Commission [2][8]. - The report emphasizes that the acquisition's completion timeline is uncertain and dependent on obtaining necessary approvals [2][8]. Group 4: Purpose of Acquisition - The primary purpose of the acquisition is to gain control over Kewah Holdings and to enhance its operational management, thereby supporting long-term and healthy development [6][10]. - The acquirers have no immediate plans to increase or dispose of their shares within the next 12 months, barring any significant changes [6].
湖南发展: 湖南启元律师事务所关于湖南能源集团电力投资有限公司及其一致行动人收购湖南能源集团发展股份有限公司股份免于发出要约事宜的法律意见书
Zheng Quan Zhi Xing· 2025-08-25 17:26
湖南启元律师事务所 关于 湖南能源集团电力投资有限公司及其一致行动人 收购湖南能源集团发展股份有限公司股份 免于发出要约事宜 二〇二五年八月 致:湖南能源集团发展股份有限公司 湖南启元律师事务所(以下简称"本所")接受湖南能源集团发展股份有限公司 (以下简称"湖南发展"或"上市公司")的委托,担任湖南发展本次发行股份及支 付现金购买资产并募集配套资金暨关联交易(以下简称"本次重组"或"本次交易") 的专项法律顾问,就湖南发展本次重组是否免于发出要约条件事宜进行核查,并出具 《湖南启元律师事务所关于湖南能源集团电力投资有限公司及其一致行动人收购湖 南能源集团发展股份有限公司股份免于发出要约事宜之法律意见书》(以下简称"本 法律意见书")。 本所及经办律师依据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司收购管理办法》及《公开发行证券的公司信息披露内容与格式准则第16号—— 上市公司收购报告书(2025年修正)》《律师事务所从事证券法律业务管理办法》和 《律师事务所证券法律业务执业规则(试行)》等中国现行法律、行政法规、部门规 章及其他规范性文件之规定,审阅了上市公司提供的与本次免于发出要约相关且本 ...
湖北华嵘控股股份有限公司 关于延期回复上海证券交易所《监管工作函》的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-22 19:35
Core Viewpoint - The acquisition of 25.01% of shares in Hubei Huaron Holdings Co., Ltd. by Hainan Bocheng Huineng Technology Center (Limited Partnership) is facing significant uncertainty due to the lack of prepared funds and incomplete required documentation [2][3]. Group 1: Acquisition Details - Hainan Bocheng Huineng is required to pay a cash consideration of 450.4129 million yuan for the acquisition [2]. - The acquisition is contingent upon the completion of a detailed equity change report and the hiring of a financial advisor, which have not yet been fulfilled [2][3]. Group 2: Regulatory Compliance - The company received a regulatory letter from the Shanghai Stock Exchange regarding the transfer of control and is actively working with the acquirer to address the issues raised [3]. - The acquirer has requested an extension to respond to the regulatory letter due to the need for additional documentation [3]. Group 3: Information Disclosure - The company is committed to timely information disclosure and has designated specific media outlets for announcements [3]. - Investors are advised to stay informed through the designated media and exercise caution regarding investment risks [3].
科华控股: 科华控股股份有限公司收购报告书摘要
Zheng Quan Zhi Xing· 2025-08-22 15:15
Group 1 - The acquisition involves Kewah Holdings Co., Ltd. and is led by Lu Hongping and Tu Han, who aim to gain control of the company through this transaction [1][2][8] - The acquisition process requires compliance with regulations from the Shanghai Stock Exchange and the China Securities Regulatory Commission, including shareholder approval and registration [2][8] - The acquisition is structured in two phases, with the first phase involving the transfer of 17,846,140 shares (9.18% of total shares) and the second phase planned for 2026 [9][11][12] Group 2 - The purpose of the acquisition is to enhance the operational and management capabilities of Kewah Holdings, thereby improving its competitive position and supporting long-term growth [8][12] - The acquisition will result in Lu Hongping and Tu Han becoming the new actual controllers of Kewah Holdings, replacing the previous controllers [10][13] - The acquisition includes a commitment from the sellers not to seek control of the company during the transition period [13][19] Group 3 - The financial terms of the acquisition include a share price of 16.46 yuan per share for the first phase, with a total payment of approximately 293.75 million yuan [12][14] - Following the completion of the acquisition, the shareholding of Lu Hongping and Tu Han will increase to 34.73% of the total shares, significantly enhancing their influence over the company [12][14] - The acquisition is expected to provide Kewah Holdings with additional liquidity, as the funds raised will be used to supplement working capital [12][14]
*ST华嵘: 华嵘控股关于延期回复上海证券交易所《监管工作函》的公告
Zheng Quan Zhi Xing· 2025-08-21 09:14
Core Viewpoint - The company is facing uncertainty regarding the completion of a share acquisition due to the buyer's inability to prepare necessary funds and documentation on time [1][2]. Group 1: Acquisition Details - The buyer, Hainan Bocheng Huineng Technology Center (Limited Partnership), is set to acquire 25.01% of the company's shares for a cash consideration of 450.4129 million yuan [1]. - As of now, the buyer has not secured the required funds for the acquisition, leading to significant uncertainty about whether the acquisition will be completed [1][2]. Group 2: Regulatory Response - The company received a regulatory letter from the Shanghai Stock Exchange regarding the acquisition and control change, which requires a detailed report and financial advisor's opinion from the buyer [1]. - The buyer has requested an extension to respond to the regulatory letter, with a new deadline set for no later than August 28, 2025 [2]. - The company is actively urging the buyer to complete the necessary documentation and fulfill its disclosure obligations [2].
600421,收购方被监管警示
Shang Hai Zheng Quan Bao· 2025-08-20 05:53
8月19日,上海证券交易所官网披露,因未按规则要求在签订股权转让协议后及时披露详式权益变动报告书,也未聘请财务顾问出具核查意见,影响投资 者的知情权和合理预期,对*ST华嵘(600421)收购方海南伯程汇能科技中心(简称"海南伯程")、林木顺予以监管警示。 交易所据此认定,收购方海南伯程、林木顺违反了《上市公司收购管理办法》第十七条,《上海证券交易所股票上市规则(2025年4月修订)》第1.4条、 第2.1.1条等有关规定,因此做出对其予以监管警示的决定。 为何迟迟不披露披露详式权益变动报告书?交易是否还存在实质性障碍?8月20日上午,记者多次致电*ST华嵘公开的联系电话,但均无人接听。 8月11日,*ST华嵘提交《关于控股股东及其一致行动人签署股权转让协议暨控制权拟发生变更的提示性公告》当天,公司即收到交易所《关于公司控股 股东及其一致行动人协议转让暨控制权变更有关事项的监管工作函》。上交所对公司、控股股东及收购人提出四项监管要求,包括海南伯程及林木顺等合 伙人核实并说明收购所需资金的具体来源、筹备情况及资金保证,是否具备实际履约能力,是否存在将拟取得股票进行质押等高杠杆融资安排,是否存在 其他影响收购后控 ...
湖北华嵘控股股份有限公司 股票交易风险提示公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-14 08:39
Core Viewpoint - The announcement highlights the acquisition of 25.01% of Hubei Huaron Holdings Co., Ltd. by Hainan Bocheng Huineng Technology Center, with a cash consideration of approximately 450.41 million yuan. However, the acquisition faces significant uncertainties as the required funds have not yet been secured, and necessary reports have not been prepared [2][7]. Group 1: Acquisition Details - The acquisition involves Zhejiang Hengshun Investment Co., Ltd. and its action-in-concert party Shanghai Tianji Investment Co., Ltd. transferring shares to Hainan Bocheng Huineng, with a total of 48,904,775 shares being transferred [6][18]. - The cash consideration for the acquisition is set at 9.21 yuan per share, totaling approximately 450.41 million yuan [20]. - The acquisition is subject to regulatory approvals and the completion of necessary documentation, which has not yet been fulfilled [24]. Group 2: Financial Performance and Risks - The company reported a negative net profit for the fiscal year 2024, with revenues from core business activities falling below 300 million yuan, triggering a risk warning for delisting [3][8]. - The projected net profit for the first half of 2025 is expected to be between -4 million and -2.7 million yuan, indicating ongoing financial difficulties [3][8]. - The stock has experienced significant price fluctuations, with trading halts occurring on multiple days, raising concerns about market volatility [5][6]. Group 3: Operational Status - The company's production and operational activities are reported to be normal, with no significant changes in the main business operations [4]. - There are no undisclosed major events that could affect the stock price, indicating a stable operational environment despite financial challenges [4].