上市公司重大资产重组
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东软集团股份有限公司关于终止发行股份购买资产相关主体买卖公司股票情况的自查报告
Shang Hai Zheng Quan Bao· 2025-09-05 21:02
Core Viewpoint - The company has conducted a self-examination regarding stock trading activities by insiders during the period of a terminated asset acquisition transaction, confirming that such trading did not involve insider information [2][5]. Group 1: Termination of Asset Acquisition - The company’s board approved the termination of the asset acquisition and related fundraising on June 30, 2025 [2]. - The termination announcement will be published in major financial newspapers on July 1, 2025 [2]. Group 2: Scope of Self-Examination - The self-examination covered various stakeholders, including the company, its directors, supervisors, senior management, transaction parties, and related intermediaries [2]. - The examination period was defined from December 31, 2024, to June 30, 2025, coinciding with the disclosure of the asset acquisition plan [3]. Group 3: Stock Trading Activities - Eight individuals were identified to have traded the company’s stock during the self-examination period [4]. - These individuals provided statements asserting that their trading decisions were based on publicly available information and did not involve insider information [4]. Group 4: Conclusion of Self-Examination - The self-examination concluded that the stock trading activities by the identified individuals did not constitute insider trading, provided their statements are accurate and complete [5]. - No other insider information participants engaged in stock trading during the examination period [5].
德尔股份: 阜新德尔汽车部件股份有限公司发行股份购买资产并募集配套资金暨关联交易报告书(草案)(修订稿)
Zheng Quan Zhi Xing· 2025-09-05 11:12
Group 1 - The core point of the news is that Fuxin Del Automotive Parts Co., Ltd. plans to issue shares to acquire 70% of Aizhuo Technology and zero-price transfer of 30% of Aizhuo Technology from a related party, while raising supporting funds from no more than 35 specific investors [9][10][12] - The transaction is classified as a major asset restructuring under the relevant regulations, and it is expected to enhance the company's revenue and profit, thereby improving its sustainable profitability [14][17] - The transaction will not change the control of the company, as the controlling shareholder's stake will decrease slightly but remain significant [17][19] Group 2 - The company aims to raise up to 82.7 million yuan through the issuance of shares, with the funds primarily allocated for the smart upgrade and expansion of Aizhuo Technology's automotive parts [12][22] - The acquisition is expected to result in a significant increase in total assets, operating income, and net profit, enhancing the company's overall financial performance [17][21] - The company has committed to strict performance guarantees and compensation arrangements to mitigate the dilution of immediate returns for investors [22][23]
武汉控股: 武汉三镇实业控股股份有限公司董事会关于本次交易采取的保密措施及保密制度的说明
Zheng Quan Zhi Xing· 2025-09-04 16:29
Group 1 - The company plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1] - The company emphasizes strict management of insider information, adhering to relevant regulations such as the Major Asset Restructuring Management Measures for Listed Companies and the Information Disclosure Management Measures for Listed Companies [1] - The company has implemented confidentiality agreements with relevant parties involved in the transaction to ensure the protection of sensitive information [1] Group 2 - To protect investor interests and prevent abnormal fluctuations in stock prices, the company applied for a trading suspension from the Shanghai Stock Exchange starting February 21, 2025, with a planned resumption on March 7, 2025 [2] - The company has established a rigorous confidentiality system and taken necessary measures to limit the knowledge of sensitive information to a defined group [2] - The company has fulfilled its obligation to maintain confidentiality regarding the transaction information prior to legal disclosure [2]
武汉控股: 武汉三镇实业控股股份有限公司董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条、第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-09-04 16:29
Group 1 - The company plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1] - The board of directors asserts that the transaction complies with Article 11, Article 43, and Article 44 of the Major Asset Restructuring Management Measures for Listed Companies, ensuring the fairness of asset pricing and the legality of debt handling [1] - The transaction does not involve any ongoing investigations by the China Securities Regulatory Commission (CSRC) regarding illegal activities [1] Group 2 - The board confirms that the transaction will not lead to significant adverse changes in the company's operational status or result in major negative impacts such as increased competition or unfair related-party transactions [1] - The company will complete the transfer of ownership within the agreed timeframe [1]
武汉控股: 武汉三镇实业控股股份有限公司董事会关于本次交易相关主体不存在不得参与任何上市公司重大资产重组情形的说明
Zheng Quan Zhi Xing· 2025-09-04 16:29
Group 1 - The company plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment [1] - The board of directors has confirmed that the relevant parties involved in this transaction do not fall under any prohibitive conditions for participating in major asset restructuring of listed companies as per the regulatory guidelines [2] - A thorough self-examination was conducted, confirming that there have been no investigations or penalties related to insider trading in the last 36 months concerning this transaction [1][2]
武汉控股: 中国国际金融股份有限公司关于武汉市政工程设计研究院有限责任公司是否存在被其股东及其关联方非经营性占用资金事项的核查意见
Zheng Quan Zhi Xing· 2025-09-04 16:28
Core Viewpoint - The independent financial advisor, China International Capital Corporation, has conducted a thorough investigation and confirmed that the target asset, Wuhan Municipal Engineering Design and Research Institute Co., Ltd., does not have any non-operating fund occupation by its shareholders or related parties [1] Group 1 - Wuhan San Zhen Industrial Holdings Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through a combination of issuing shares and cash payment [1] - The transaction will involve issuing shares to no more than 35 specific investors to raise supporting funds [1] - The independent financial advisor believes that the transaction complies with the relevant regulations of the "Guidelines for the Supervision of Listed Companies No. 9 - Supervision Requirements for Major Asset Restructuring by Listed Companies" [1]
芯联集成: 华泰联合证券有限责任公司关于芯联集成电路制造股份有限公司发行股份及支付现金购买资产暨关联交易实施情况之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-09-04 16:20
Core Viewpoint - The independent financial advisor, Huatai United Securities, has provided an opinion on the implementation of the asset acquisition and related transactions by ChipLink Integrated Circuit Manufacturing Co., Ltd, indicating that the transaction has followed the necessary legal and regulatory procedures [1][15]. Group 1: Transaction Overview - The transaction involves the acquisition of a 72.33% stake in ChipLink Yuezhou Integrated Circuit Manufacturing Co., Ltd by issuing shares and paying cash, making it a wholly-owned subsidiary of the listed company [7][10]. - The total assessed value of 100% equity of ChipLink Yuezhou is 815,200 million RMB, with the agreed transaction price for the equity set at 589,661.33 million RMB [7][10]. - The cash portion of the transaction will be funded from the company's own resources [7]. Group 2: Transaction Details - The share issuance price is set at 4.04 RMB per share, which is not lower than the average trading price over the 20 trading days prior to the pricing benchmark date [9][10]. - A total of 1,313,601,972 shares will be issued as part of the transaction, with the total payment to the transaction parties comprising 530,695.20 million RMB in shares and 58,966.13 million RMB in cash [11][12]. Group 3: Implementation Status - As of the date of the independent financial advisor's opinion, all necessary decision-making and approval processes for the transaction have been completed [15]. - The transfer of the target assets has been finalized, and the company now holds 100% equity in the target company [13][14]. - The cash payment to the transaction parties has been completed, and the registration of the newly issued shares has been finalized [14][15]. Group 4: Compliance and Future Steps - The independent financial advisor confirms that the transaction complies with relevant laws and regulations, and there are no significant discrepancies with previously disclosed information [15][16]. - Future steps include the completion of any necessary registration or filing procedures related to the transaction [15].
上海奥浦迈生物科技股份有限公司第二届董事会第十三次会议决议公告
Shang Hai Zheng Quan Bao· 2025-09-03 21:19
Group 1 - The company held its 13th meeting of the second board on September 2, 2025, where all 7 directors attended, confirming the legality and validity of the meeting [2][4] - The board approved the adjustment of the fundraising plan for the acquisition, reducing the total amount to 362.05 million yuan, with cash payment and fees adjusted accordingly [2][5] - The board confirmed that the adjustments do not constitute a major change to the transaction plan, as there are no changes to the target assets or transaction parties [5][20] Group 2 - The company’s supervisory board also convened on September 2, 2025, with all 3 supervisors present, and unanimously approved the same adjustments made by the board [13][16] - The independent financial advisor confirmed that the adjustments do not constitute a major change according to relevant regulations [22] - The company plans to acquire 100% equity of Pengli Bio-pharmaceutical Technology (Shanghai) Co., Ltd. through a combination of share issuance and cash payment [19][24]
中成股份: 中成进出口股份有限公司董事会关于本次交易相关主体不存在《上市公司监管指引第7号——上市公司重大资产重组相关股票异常交易监管》第十二条及《深圳证券交易所上市公司自律监管指引第8号——重大资产重组》第三十条规定情形的说明
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The board of Zhongcheng Import and Export Co., Ltd. confirms that there are no circumstances that would prevent the related parties from participating in the major asset restructuring as per the relevant regulatory guidelines [1][2]. Group 1 - The company plans to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. held by China Technology Import and Export Group Co., Ltd. and simultaneously raise supporting funds [1]. - The board states that there have been no investigations or criminal charges related to insider trading concerning this transaction in the last 36 months [1][2]. - The related parties do not fall under any prohibitive conditions outlined in the regulatory guidelines regarding major asset restructuring [2].
中成股份: 中成进出口股份有限公司董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条及第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The company intends to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China National Technical Import and Export Corporation, while simultaneously raising supporting funds for this transaction [1][2]. Group 1: Compliance with Regulations - The transaction complies with the relevant provisions of the "Management Measures for Major Asset Restructuring of Listed Companies," specifically Articles 11, 43, and 44 [1][2]. - The acquisition does not involve any legal or administrative approvals related to environmental protection, land management, foreign investment, or external investment, aligning with national industrial policies and antitrust laws [1][2]. - The transaction will not affect the company's compliance with stock listing conditions post-completion [1][2]. Group 2: Asset and Financial Considerations - The transaction price is based on an assessment from a qualified securities and futures institution, which has been filed with the state-owned assets supervision authority, ensuring fair pricing and protection of the company's and shareholders' rights [1][2]. - The assets involved in the transaction have clear ownership, and there are no legal obstacles to the transfer of these assets [2]. - The transaction is expected to enhance the company's operational capabilities and will not result in a situation where the main assets post-restructuring are cash or lack specific business operations [2]. Group 3: Independence and Governance - The transaction will help maintain the independence of the company in terms of business, assets, finance, personnel, and organization from its actual controller and related parties, in accordance with the China Securities Regulatory Commission's regulations on independence [2]. - The company will retain a sound corporate governance structure post-transaction [2]. - The transaction is expected to improve asset quality and enhance sustainable operational capabilities without causing significant adverse changes to the company's financial status [2].