公司吸收合并

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凌钢股份: 凌源钢铁股份有限公司2025年第一次债券持有人会议文件
Zheng Quan Zhi Xing· 2025-06-19 09:22
Core Viewpoint - Lingyuan Steel Co., Ltd. plans to absorb and merge its wholly-owned subsidiary, Beipiao Steel Pipe Co., Ltd., to improve management efficiency, reduce operational costs, and decrease the number of loss-making entities [2][4]. Group 1: Meeting Details - The first bondholders' meeting for "Ling Steel Convertible Bonds" is scheduled for June 30, 2025, at 9:00 AM, held at the company's conference center in Lingyuan City, Liaoning Province [1]. - The meeting will combine on-site and remote voting methods, with the agenda including identity verification, announcement of attendance, election of monitors, and discussion of proposals [1][2]. Group 2: Merger Proposal - The merger aims to eliminate Beipiao Steel Pipe's independent legal status, with all assets, liabilities, and personnel being inherited by Lingyuan Steel [2][4]. - The merger does not constitute a related party transaction or a significant asset restructuring as defined by relevant regulations [2]. Group 3: Financial Overview of Beipiao Steel Pipe - As of 2023, Beipiao Steel Pipe reported total assets of 1.6959 billion yuan and a net asset value of -1.3564 billion yuan, indicating ongoing financial challenges [3]. - The company generated operating revenue of 172.04 million yuan in 2023, with a net loss of 22.07 million yuan [3]. Group 4: Impact of the Merger - The merger is expected to enhance management efficiency and reduce operational costs without materially affecting the financial and operational status of Lingyuan Steel [4]. - The financial statements of Beipiao Steel Pipe have already been consolidated into Lingyuan Steel's reports, indicating that the merger will not harm the interests of the company or its shareholders [4].
冰山冷热: 关于吸收合并全资子公司通知债权人的公告
Zheng Quan Zhi Xing· 2025-05-22 12:47
Group 1 - The company plans to absorb and merge its wholly-owned subsidiary, Dalian Iceberg Group Sales Co., Ltd., to optimize management structure and improve sales operation efficiency [1] - Upon completion of the merger, all assets, liabilities, rights, and obligations of the subsidiary will be transferred to the company, and the subsidiary's independent legal status will be canceled [1] - Creditors have the right to request debt repayment or corresponding guarantees within thirty days of receiving the notice, or within forty-five days from the announcement date if they have not received the notice [1][2] Group 2 - Creditors must provide valid debt documents and related certificates to claim their debts [2] - For corporate creditors, original and photocopies of the business license and legal representative identification must be presented [2] - The announcement specifies the methods for creditors to submit their claims, including mail and email options [2]