发行股份购买资产

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衢州发展明起停牌 拟购买先导电科股份并募资
Zhong Guo Jing Ji Wang· 2025-07-29 13:56
Core Viewpoint - Quzhou Development (600208.SH) is planning to issue shares to acquire assets and raise supporting funds, leading to a temporary suspension of its stock trading starting July 30, 2025, for no more than 10 trading days [1] Group 1: Company Actions - The company intends to purchase shares of Xian Dao Electronic Technology Co., Ltd. held by Guangdong Xian Dao Rare Materials Co., Ltd. and is also interested in acquiring shares from other shareholders of Xian Dao Electronic Technology [1] - The transaction is currently in the planning stage, and the relevant scheme has not yet been finalized [1] Group 2: Stock Suspension - To ensure fair information disclosure and protect investor interests, the company has applied for a stock suspension in accordance with the Shanghai Stock Exchange regulations [1] - The expected duration of the stock suspension is no more than 10 trading days [1]
衢州发展(600208.SH):股票7月30日起停牌
Ge Long Hui A P P· 2025-07-29 12:13
Group 1 - The company, Quzhou Development (600208.SH), is planning a significant transaction involving the acquisition of shares in Xian Dao Electronic Technology Co., Ltd. from its current shareholders, including Guangdong Xian Dao Rare Materials Co., Ltd. [1] - The transaction is in the planning stage, and the specific details of the proposal have not yet been finalized [1]. - To ensure fair information disclosure and protect investor interests, the company has applied for a trading suspension starting from July 30, 2025, for a period not exceeding 10 trading days [1].
国信证券: 关于发行股份购买资产暨关联交易报告书(草案)(注册稿)修订说明的公告
Zheng Quan Zhi Xing· 2025-07-28 16:39
Group 1 - The company plans to acquire 96.08% of Wanhe Securities Co., Ltd. through the issuance of A-shares, involving several investment groups [1][2] - The transaction is classified as a related party transaction and does not constitute a major asset restructuring or a restructuring listing [1] - The review committee of the Shenzhen Stock Exchange has approved the transaction, confirming it meets restructuring conditions and information disclosure requirements [1][2] Group 2 - The company has revised the draft report on the asset purchase and related party transaction, updating various sections compared to the previous draft disclosed on June 11, 2025 [2] - Key updates include the decision-making and approval procedures, rental property status of the target company, and supplementary evaluation information [2] - The report has undergone a thorough review and minor adjustments without affecting the restructuring plan [2]
美年健康: 关于发行股份购买资产暨关联交易相关主体买卖股票情况自查报告的公告
Zheng Quan Zhi Xing· 2025-07-25 16:37
Core Viewpoint - Meinian Health Industry Holdings Co., Ltd. is planning to acquire stakes in several health management companies through a share issuance, while ensuring compliance with insider trading regulations and confirming that no insider trading has occurred during the self-inspection period [1][2][12]. Group 1: Transaction Details - The company intends to acquire 84% of Hengyang Meinian Health Examination Center, 81% of Ningde Meinian Health Management, 75% of Yantai Meinian Health Management, and other significant stakes in various subsidiaries [2]. - The self-inspection period for insider trading activities spans from October 14, 2024, to July 11, 2025, covering six months prior to the initial disclosure of the transaction [3]. Group 2: Compliance and Self-Inspection - The company conducted a self-inspection of insider trading activities involving its directors, supervisors, senior management, and related parties during the specified period [3][4]. - The self-inspection confirmed that no insider trading occurred, as all involved parties provided declarations affirming their compliance with regulations [12][13]. Group 3: Financial Advisor and Legal Opinions - The independent financial advisor, Yuekai Securities, concluded that the trading activities during the self-inspection period did not constitute insider trading and would not pose legal obstacles to the transaction [12][13]. - The legal advisor, Beijing Junzejun Law Firm, also affirmed that the self-inspection reports and declarations were accurate and complete, indicating no insider trading violations [13].
天地在线: 关于延期回复《关于北京全时天地在线网络信息股份有限公司发行股份购买资产并募集配套资金申请的审核问询函》的公告
Zheng Quan Zhi Xing· 2025-07-24 16:11
Core Viewpoint - The company, Beijing All-Time Tian Di Online Network Information Co., Ltd., is seeking to acquire 100% equity of Shanghai Jiato Internet Technology Group Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2]. Group 1 - The company received an inquiry letter from the Shenzhen Stock Exchange on June 24, 2025, requiring a response within 30 days regarding the asset purchase and fundraising application [1]. - Due to the complexity of the matters involved in the inquiry, the company has applied for an extension to submit the written response within 30 days after the original deadline [2]. - The transaction is contingent upon approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty in the approval timeline [2].
美年健康: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-11 13:14
Meeting Announcement - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 28, 2025, at 14:50 in Shanghai [1][2] - The meeting will combine on-site voting and online voting, with online voting available from 9:15 to 15:00 on the same day [1][2] Voting Procedures - Shareholders can choose either on-site voting or online voting, and duplicate votes will be counted based on the first submission [2] - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [6][7] Agenda Items - The meeting will review several proposals, including the issuance of shares for asset acquisition and related transactions [4][12] - Proposals require a two-thirds majority of valid votes from attending shareholders, with related shareholders required to abstain from voting on certain items [6][12] Compliance and Reporting - The proposals have been approved by the company's board and supervisory committee, and details were published in various financial news outlets [5][12] - The company will ensure compliance with relevant regulations regarding asset restructuring and share issuance [5][13]
美年健康: 美年大健康产业控股股份有限公司发行股份购买资产暨关联交易报告书(草案)与预案差异情况对比说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company has disclosed the differences between the draft report and the restructuring proposal regarding the issuance of shares for asset acquisition and related transactions, highlighting updates and changes in the transaction details and risk factors [1][2][3]. Group 1: Transaction Overview - The restructuring report includes updated definitions and clarifications to aid investor understanding, as well as specific updates to the transaction plan [1]. - The report supplements the performance commitments and compensation arrangements related to the transaction [2]. Group 2: Financial and Operational Information - The report provides additional disclosures on the financial data of the target company, including major financial indicators and recent financial statements [3][4]. - It also includes information on the compliance and integrity of the transaction parties and their management over the past five years [4][5]. Group 3: Risk Factors and Compliance - The report outlines various risks associated with the transaction, including acquisition integration risks and potential dilution of immediate returns [1][6]. - New sections in the report address compliance analysis and management discussions regarding the transaction [6][7]. Group 4: Independent Opinions - The report features updated opinions from independent directors and financial advisors regarding the transaction's fairness and compliance [6][7]. - It also includes statements from legal advisors and audit institutions related to the transaction [6].
宁波建工: 宁波建工关于发行股份购买资产暨关联交易申报文件评估资料更新中止审核的公告
Zheng Quan Zhi Xing· 2025-06-30 16:22
Core Viewpoint - Ningbo Construction Co., Ltd. has announced the suspension of the review process for its application to issue shares for asset acquisition, specifically for the purchase of Ningbo Transportation Engineering Construction Group Co., Ltd. [1] Group 1: Transaction Overview - The company received a notice from the Shanghai Stock Exchange on June 30, 2025, indicating that the review of its application for issuing shares to purchase assets has been suspended [1]. - The suspension is due to the expiration of the evaluation materials included in the application documents, necessitating an extension of the evaluation and updates to the relevant content [1]. Group 2: Progress of the Transaction - The company received a notice of acceptance for its application on December 31, 2024, and disclosed the draft report for the asset purchase on January 3, 2025 [2]. - Subsequent communications included an inquiry letter from the Shanghai Stock Exchange on January 10, 2025, and responses to the inquiries were disclosed on March 15, 2025 [2]. - The company received a notice to resume the review process on May 19, 2025, and disclosed a revised response to the inquiry on May 20, 2025 [2]. Group 3: Impact of Suspension and Future Arrangements - The suspension of the review is not expected to have a significant adverse impact on the transaction, and the company's operations remain normal [4]. - The company is actively working with relevant intermediaries to expedite the extension of the evaluation and update the application documents, aiming to submit the updated materials to the Shanghai Stock Exchange promptly [4].
中成股份: 中成进出口股份有限公司关于发行股份购买资产并募集配套资金暨关联交易的进展公告
Zheng Quan Zhi Xing· 2025-06-26 16:29
Group 1 - The company plans to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China Technology Import and Export Group Co., Ltd. and raise supporting funds through issuing shares to no more than 35 specific investors [1][2] - The transaction is expected not to constitute a major asset restructuring but will be classified as a related party transaction, requiring approval from the board of directors, shareholders' meeting, and relevant regulatory authorities [2][3] - The company has completed the appointment of major intermediaries for the transaction, including China Galaxy Securities as the independent financial advisor and other firms for auditing, legal, and valuation services [3][4] Group 2 - The company’s stock was suspended from trading starting May 16, 2025, due to the planning of this transaction, and resumed trading on May 28, 2025, after the board approved the transaction proposal [2][3] - The formal plan for the transaction still requires approval from the board and shareholders, as well as registration or approval from regulatory authorities, which introduces uncertainty regarding the timing and outcome of these approvals [4]
南京商旅: 南京商旅:上海市锦天城律师事务所关于南京商贸旅游股份有限公司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之补充法律意见书(一)
Zheng Quan Zhi Xing· 2025-06-25 20:28
Core Viewpoint - The document outlines the legal opinions regarding Nanjing Commercial Tourism Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the fundraising for related transactions, emphasizing compliance with relevant laws and regulations [2][5][16]. Transaction Overview - The overall transaction consists of two parts: acquiring 100% equity of Huangpu Hotel for a transaction price of 198.8736 million yuan and raising matching funds through share issuance [7][8]. - The original assessed value of Huangpu Hotel was 221.5854 million yuan, which was adjusted to 198.8736 million yuan due to market changes [7][8]. - The payment for the acquisition will be made through a combination of issuing A-shares and cash [8]. Fundraising Details - The total amount for the fundraising has been adjusted from a maximum of 80 million yuan to 39.831 million yuan, with the funds intended for cash payment, intermediary fees, and related taxes [14][15]. - The fundraising is contingent upon the successful implementation of the asset acquisition [14]. Legal Compliance - The transaction does not constitute a major asset restructuring as per the relevant regulations, and it is classified as an issuance of shares for asset acquisition [16]. - The transaction is deemed a related party transaction since the counterparty is the controlling shareholder, Tourism Group [16]. Asset Information - The target asset is 100% equity of Huangpu Hotel, which has a registered capital of 13.848759 million yuan and operates under various licenses [20][21]. - Huangpu Hotel's equity structure remains unchanged, with Tourism Group as the controlling shareholder [20][21]. Financial Metrics - As of the latest financial data, Huangpu Hotel's total assets amount to 129.7046 million yuan, with a net asset value of 78.3091 million yuan and operating income of 67.9571 million yuan [16].