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至正股份重大资产置换事项获证监会同意注册批复
Zhi Tong Cai Jing· 2025-09-05 11:33
Core Viewpoint - The company plans to acquire the equity and control of Advanced Packaging Materials International Limited through a significant asset swap, issuance of shares, and cash payment, while divesting 100% of Shanghai Zhizheng New Materials Co., Ltd. and raising supporting funds [1] Group 1 - The company received approval from the China Securities Regulatory Commission on September 5, 2025, for the issuance of shares to purchase assets and raise supporting funds [1] - The company is authorized to issue shares to multiple companies for the acquisition of related assets [1] - The company is allowed to raise supporting funds not exceeding 1 billion yuan [1]
至正股份(603991.SH)重大资产置换事项获中国证监会同意注册批复
Ge Long Hui A P P· 2025-09-05 11:32
Core Viewpoint - The company plans to acquire the equity and control of Advanced Packaging Materials International Co., Ltd. through a significant asset swap, issuance of shares, and cash payment, while divesting 100% equity of Shanghai Zhizheng New Materials Co., Ltd. and raising supporting funds [1] Group 1 - The company received approval from the China Securities Regulatory Commission on September 5, 2025, for the issuance of shares to purchase assets and raise supporting funds [1] - The company is authorized to issue shares to multiple companies for the acquisition of related assets [1] - The company is allowed to raise supporting funds not exceeding 1 billion yuan [1]
至正股份(603991.SH)重大资产置换事项获证监会同意注册批复
智通财经网· 2025-09-05 11:25
Core Viewpoint - The company intends to acquire the equity and control of Advanced Packaging Materials International Limited through a significant asset swap, issuance of shares, and cash payment, while divesting 100% equity of Shanghai Zhizheng New Materials Co., Ltd. and raising supporting funds [1] Group 1 - The company received approval from the China Securities Regulatory Commission on September 5, 2025, for the issuance of shares to purchase assets and raise supporting funds [1] - The company plans to issue shares to multiple companies for the acquisition of related assets [1] - The company is authorized to raise up to 1 billion yuan through the issuance of shares [1]
中成股份: 中成股份第九届监事会第二十三次会议决议公告
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The company plans to issue shares to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. from China Technology Import & Export Group Co., Ltd. and simultaneously raise supporting funds, which does not constitute a major asset restructuring as per relevant regulations [1][2][26]. Group 1: Meeting and Voting Results - The ninth supervisory board meeting was held on August 29, 2025, with all three supervisors present, complying with legal and regulatory requirements [1]. - The proposal to issue shares for asset acquisition and raise supporting funds was approved with a voting result of 2 in favor, 0 against, and 0 abstentions [2][3]. Group 2: Asset Valuation and Transaction Details - The target asset, Zhongji Jiangsu, was valued at 115.3657 million yuan, with the final transaction price set at 151.4629 million yuan after negotiations [4][5]. - The company will issue 13,535,558 shares at a price of 11.19 yuan per share, which is not lower than 80% of the average trading price over the previous 20 trading days [5][6]. Group 3: Fundraising and Use of Proceeds - The company plans to raise up to 151.40 million yuan through the issuance of shares, with the funds allocated for the Dongguan Base Energy Saving Service Phase II project and to supplement working capital [22][19]. - The fundraising will be conducted through a private placement to no more than 35 specific investors, with the final issuance price to be determined based on market conditions [19][20]. Group 4: Performance Commitment and Compensation - The performance commitment period for the acquired assets is set for three consecutive fiscal years starting from the year of completion, with a minimum net profit commitment of 10.1566 million yuan for each year [14][15]. - In case of performance shortfalls, the performance guarantor will compensate the company, primarily through shares obtained from the transaction [16][17]. Group 5: Regulatory Compliance and Approval - The transaction is subject to approval by the company's shareholders and must comply with the relevant regulations of the Shenzhen Stock Exchange and the China Securities Regulatory Commission [23][26]. - The supervisory board confirmed that the transaction does not constitute a major asset restructuring as defined by the regulations, ensuring compliance with all legal procedures [26][27].
佛塑科技: 佛塑科技关于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的审核问询函回复更新的提示性公告
Zheng Quan Zhi Xing· 2025-09-02 16:26
Core Viewpoint - The company intends to acquire 100% of Hebei Jinli New Energy Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds from its controlling shareholder, Guangdong Guangxin Holdings Group Co., Ltd. [1][2] Group 1 - The company has received an inquiry letter from the Shenzhen Stock Exchange regarding its application for the asset purchase and fundraising, dated June 24, 2025 [1] - On July 23, 2025, the company disclosed its response to the inquiry letter, which included supplementary and revised information [2] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty regarding the approval timeline [2] Group 2 - The company will continue to advance the transaction and fulfill its information disclosure obligations in accordance with relevant laws and regulations [2] - Designated media for information disclosure include China Securities Journal, Securities Times, and the Giant Tide Information Network [2] - Investors are advised to pay attention to subsequent announcements regarding the transaction [2]
远达环保: 远达环保关于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的审核问询函回复的提示性公告
Zheng Quan Zhi Xing· 2025-08-31 10:13
本公司董事会及全体董事保证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个别及连带责任。 国家电投集团远达环保股份有限公司(以下简称"公司")拟通 过发行股份及支付现金的方式向中国电力国际发展有限公司购买其 持有的五凌电力有限公司(以下简称"五凌电力")63%股权、向湖 南湘投国际投资有限公司购买其持有的五凌电力 37%股权以及向国 家电投集团广西电力有限公司购买其持有的国家电投集团广西长洲 水电开发有限公司 64.93%股权,并拟向不超过 35 名符合条件的特定 投资者发行股份募集配套资金(以上交易事项简称"本次交易" 证券代码:600292 证券简称:远达环保 编号:临 2025-055 号 国家电投集团远达环保股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易的审核问询函回复的提示性公告 公司将根据本次交易的进展情况,严格按照相关法律法规的规定 和要求及时履行信息披露义务。本次交易有关信息均以公司在指定信 息披露媒体发布的公告为准,敬请广大投资者关注公司后续公告并注 意投资风险。 特此公告。 国家电投集团远达环保股份有限公司董事会 )。 ...
*ST松发: 关于重大资产置换及发行股份购买资产并募集配套资金暨关联交易之标的资产过渡期损益情况的公告
Zheng Quan Zhi Xing· 2025-08-29 09:25
Core Viewpoint - Guangdong Songfa Ceramics Co., Ltd. is undertaking a significant asset swap and share issuance to acquire 100% equity of Hengli Heavy Industry Group Co., Ltd. from several entities, with the approval from the China Securities Regulatory Commission [1][2] Group 1: Transaction Details - The company plans to purchase the equity from Suzhou Zhongkun Investment Co., Ltd., Suzhou Hengneng Supply Chain Management Co., Ltd., Hengneng Investment (Dalian) Co., Ltd., and Chen Jianhua [1] - The company will issue shares to no more than 35 specific investors to raise supporting funds for this transaction [1] - The China Securities Regulatory Commission granted approval for the share issuance and asset purchase on May 14, 2025 [1] Group 2: Asset Transition Period - The asset transition period profit and loss arrangement states that profits from the incoming assets will be enjoyed by the company, while losses from the outgoing assets will be borne by Zhongkun Investment [3] - The review of the transition period profit and loss has been completed by Zhonghui Accounting Firm and Guangdong Sinong Accounting Firm, which issued respective reports on the matter [3][4] Group 3: Financial Outcomes - During the transition period, the incoming assets generated profits, which will be retained by the company, while the outgoing assets incurred losses, which will be covered by Zhongkun Investment [4]
南京化纤: 南京化纤股份有限公司重大资产置换、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报告书(草案)摘要(修订稿)
Zheng Quan Zhi Xing· 2025-08-27 16:41
Core Viewpoint - Nanjing Chemical Fiber Co., Ltd. is planning a major asset swap, issuing shares, and cash payment to acquire 100% of Nanjing Process Equipment Manufacturing Co., Ltd. This transaction aims to enhance the company's asset quality and profitability while transforming its business focus to rolling functional components [1][22]. Group 1: Transaction Overview - The transaction involves a major asset swap, issuance of shares, and cash payment to acquire assets, which are interdependent and must all be approved for the transaction to be effective [15]. - The company plans to issue shares to specific investors, including Nanjing New Industry Investment Group, to raise up to 500 million yuan, which will not exceed 100% of the transaction price for the asset acquisition [19][20]. - The estimated value of the assets to be swapped is 729.27 million yuan, while the value of the assets to be acquired is 1.60667 billion yuan [16][19]. Group 2: Impact on Business and Financials - Post-transaction, the company's main business will shift to the research, production, and sales of rolling functional components, which are essential for high-end manufacturing sectors [23]. - The transaction is expected to improve key financial metrics, including total assets, net profit attributable to the parent company, and basic earnings per share, with significant increases projected [27][28]. - The asset-liability ratio is anticipated to decrease from 71.90% to 32.62%, indicating improved financial stability [27]. Group 3: Shareholder and Governance Aspects - The controlling shareholder, Nanjing New Industry Investment Group, has expressed support for the transaction, stating it aligns with the long-term development and interests of all shareholders [28]. - The total share capital of the company will increase from 366,346,010 shares to 558,017,919 shares after the transaction, reflecting changes in the ownership structure [25][26].
天津津投城市开发股份有限公司2025年半年度报告摘要
Core Viewpoint - Tianjin Jintou Urban Development Co., Ltd. is undergoing a significant business transformation by acquiring 100% stakes in Tianjin Jinneng Co., Tianjin Heat Co., and Tianjin Port Yigong Heat Co., shifting its main business focus from real estate development to urban centralized heating services, which is expected to enhance asset quality and profitability [3]. Company Overview - The company reported a new land reserve of 31,280 square meters in the first half of 2025 [4]. - As of the end of the first half of 2025, the company had a construction area of 936,500 square meters, reflecting a 5.49% increase year-on-year [5]. - There were no new construction areas initiated during the reporting period, and the completed area was 19,000 square meters, down 94.37% compared to the previous year [6]. Sales and Leasing Performance - In the first half of 2025, the company achieved a contract sales area of 34,600 square meters, a year-on-year increase of 6.13%, with a contract sales amount of 599 million yuan, up 2.04% year-on-year [7]. - The company rented out 56,500 square meters of real estate, generating rental income of 6.6988 million yuan during the reporting period [9]. Asset Impairment - The company has recognized an asset impairment provision of 72,579,210.64 yuan for the first half of 2025, primarily related to inventory of subsidiaries, which will reduce the total profit for the reporting period by the same amount [11].
狮头股份: 关于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报告书(草案)(修订稿)修订说明的公告
Zheng Quan Zhi Xing· 2025-08-26 14:12
Core Viewpoint - The company plans to acquire 97.4399% of Hangzhou Lipo Technology Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds through share issuance to specific management companies [1][2]. Group 1: Transaction Overview - The company’s board approved the transaction on August 7, 2025, and the first extraordinary general meeting of shareholders was held on August 22, 2025, to review the related proposals [2]. - The transaction involves 14 counterparties, including Wang Xulongqi and Deng Haoyu, who hold the majority shares of the target company [1]. Group 2: Updates and Revisions - The company updated the transaction documents due to a change in the review institution to Tianjian Accounting Firm, which issued a review report [2][3]. - The revised report includes updates on the decision-making and approval processes that still need to be fulfilled for the transaction [3][4]. Group 3: Compliance and Financial Information - The revised report also contains updates on the compliance analysis of the transaction and the financial accounting information as per the review report from Tianjian Accounting Firm [5][6]. - The company has conducted a thorough review and self-check of the entire restructuring report, ensuring that minor adjustments do not affect the transaction plan [6].