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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]
东睦股份: 东睦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申请文件获得上海证券交易所受理的公告
Zheng Quan Zhi Xing· 2025-09-02 16:15
Group 1 - The company plans to acquire a 34.75% stake in Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payments to five counterparties [2] - The Shanghai Stock Exchange has accepted the company's application for the issuance of shares to purchase assets and raise supporting funds, indicating that the application documents are complete and meet legal requirements [2] - The transaction is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the approval timeline [2][3] Group 2 - The company emphasizes its commitment to timely information disclosure in accordance with relevant regulations as the transaction progresses [2] - The board of directors guarantees the accuracy and completeness of the announcement, taking responsibility for any false statements or omissions [1]
浙江建投: 浙江省建设投资集团股份有限公司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· 2025-09-01 12:19
Core Viewpoint - Zhejiang Construction Investment Group Co., Ltd. is undergoing a share issuance to acquire a 24.78% stake in Zhejiang First Construction Group Co., Ltd. and is seeking to raise matching funds through share issuance, but the review of the transaction has been suspended due to the expiration of the asset evaluation report [1][2][3][4] Group 1: Transaction Details - The company plans to purchase a 24.78% stake in Zhejiang First Construction Group Co., Ltd. through a share issuance to Guoxin Jianyuan Equity Investment Fund (Chengdu) Partnership [1] - The asset evaluation report for the transaction has a valuation base date of August 31, 2024, which has since expired, leading to the suspension of the review by the Shenzhen Stock Exchange [2][3] - The company is required to update the evaluation materials and submit additional documentation to maintain the validity of the assessment during the review period [1][2] Group 2: Progress and Impact - The company is actively working with relevant intermediaries to advance the updated evaluation and application documents, aiming to submit the revised materials to the Shenzhen Stock Exchange promptly [3][4] - The suspension of the review is not expected to have a significant adverse impact on the company's operations, which remain normal [3][4] - The transaction is contingent upon approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with uncertainties regarding the timing of these approvals [4]
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 )。 ...
华懋科技: 华懋科技关于控股股东增持公司股份计划的进展公告
Zheng Quan Zhi Xing· 2025-08-29 17:57
Core Viewpoint - The announcement details the progress of the shareholding increase plan by the controlling shareholder of Huamao (Xiamen) New Materials Technology Co., Ltd., indicating that the plan has not yet been implemented due to ongoing asset acquisition preparations [1][2][3] Group 1: Shareholding Increase Plan - The controlling shareholder, Dongyang Huasheng Enterprise Management Partnership (Limited Partnership), plans to increase its shareholding in the company starting from May 7, 2025, with an investment amount not less than 100 million RMB [1][2] - As of the announcement date, the increase period has passed the halfway mark, but the plan has not been executed primarily due to the company's ongoing preparations for issuing shares to acquire assets, to avoid potential insider trading issues [1][2][3] Group 2: Shareholder Information - Dongyang Huasheng currently holds 49,228,260 shares, accounting for 14.96% of the company's total share capital [2] - There have been no reductions in shareholding by Dongyang Huasheng in the six months prior to the announcement of the increase plan [2] Group 3: Implementation Uncertainty - The implementation of the shareholding increase plan may face uncertainties due to changes in the capital market or delays in securing the necessary funds [3][4] - The company will continue to monitor the situation and fulfill its information disclosure obligations as required by relevant regulations [4]
宁波建工: 宁波建工股份有限公司发行股份购买资产暨关联交易报告书(草案)(修订稿)
Zheng Quan Zhi Xing· 2025-08-29 17:12
Core Viewpoint - Ningbo Construction Co., Ltd. plans to acquire 100% equity of Ningbo Traffic Engineering Construction Group Co., Ltd. through a share issuance, which is expected to enhance the company's operational capabilities and market competitiveness [1][9][12]. Transaction Overview - The transaction involves issuing shares to purchase assets from Ningbo Traffic Investment Group Co., Ltd. and does not include raising additional funds [9][12]. - The transaction price for the acquisition of Ningbo Traffic Engineering Construction Group Co., Ltd. is set at approximately RMB 1.527 billion [9][10]. Impact on Company Operations - Post-transaction, Ningbo Traffic Engineering will become a wholly-owned subsidiary, integrating construction and municipal engineering operations, which is expected to optimize resource allocation and enhance competitiveness [11][12]. - The transaction is anticipated to improve the company's financial metrics, including total assets, revenue, and net profit, thereby strengthening its risk resistance and sustainable profitability [12][13]. Financial Metrics - Before the transaction, the total assets were approximately RMB 3.204 billion, projected to increase to RMB 4.235 billion post-transaction, reflecting a growth of 32.19% [12]. - The net profit is expected to rise from RMB 32.19 million to RMB 45.16 million, indicating a growth of 40.29% [12]. Shareholding Structure - After the transaction, the controlling shareholder, Ningbo Traffic Investment Group, will increase its stake from 26.87% to 47.86%, while public shareholders will hold over 10% of the total shares, maintaining compliance with listing requirements [12][13]. Compliance and Approval - The transaction has undergone necessary decision-making and approval processes, including board meetings and independent director reviews, ensuring adherence to legal and regulatory standards [12][14]. - The company has committed to strict information disclosure and compliance with regulations throughout the transaction process [14][15]. Investor Protection Measures - The company has engaged independent financial advisors and legal counsel to ensure fair pricing and compliance with regulations, protecting the interests of minority shareholders [14][15]. - A network voting platform will be provided for shareholders to participate in decision-making, ensuring transparency and accessibility [15]. Future Strategies - The company plans to enhance operational efficiency and governance structures post-transaction, aiming for improved economic benefits and shareholder returns [16][17]. - Measures will be implemented to mitigate any potential dilution of earnings per share resulting from the transaction [16][17].
宁波建工: 北京大成律师事务所关于宁波建工股份有限公司发行股份购买资产暨关联交易之补充法律意见书(四)
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Viewpoint - The supplementary legal opinion letter indicates that the transaction involving Ningbo Construction Co., Ltd. is progressing with adjustments to share issuance price and quantity due to a profit distribution plan, while remaining compliant with relevant regulations and not constituting a major asset restructuring [3][4][15]. Transaction Plan - The share issuance price has been adjusted from 3.59 yuan to 3.49 yuan per share, and the number of shares to be issued has increased from 425,404,059 to 437,593,287 shares due to the implementation of a profit distribution plan [3][4]. Subject Qualifications - The qualifications of the listed company and the transaction counterpart,交投集团, have not changed during the supplementary verification period, confirming their eligibility to engage in the transaction [4][5]. Approvals and Authorizations - New approvals and authorizations have been obtained during the supplementary verification period, including the approval of the asset evaluation report and the revised transaction report [4][5]. Related Agreements - The related agreements for the transaction have remained unchanged during the supplementary verification period [5]. Target Assets - The basic situation, shareholding structure, and historical evolution of the target company have not changed during the supplementary verification period [5][6]. Business Qualifications - The main business of the target company has not changed, and one new major qualification has been added during the supplementary verification period [8]. Debt and Liability Handling - The handling of debts and liabilities related to the transaction has not changed during the supplementary verification period [9]. Information Disclosure - New information disclosures related to the transaction have been made, including announcements regarding the asset evaluation report and the revised transaction report [10][11]. Substantial Conditions - The transaction meets the substantial conditions outlined in the restructuring management measures, including compliance with industry policies and absence of significant legal obstacles [11][12][14]. Conclusion - The legal opinion concludes that the transaction complies with relevant laws and regulations, does not constitute a major asset restructuring, and has no substantial legal obstacles to its implementation [15][16].
宁波建工: 宁波建工第六届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:51
Group 1 - The board of directors of Ningbo Construction Co., Ltd. held its 22nd meeting of the 6th session on August 28, 2025, via telecommunication, with all 9 directors participating and voting [1] - All proposals presented during the board meeting were approved unanimously, with no dissenting or abstaining votes [1][2] - The meeting included the review of the revised draft of the asset purchase and related transaction report, necessitated by an extension of the asset evaluation report [1][2] Group 2 - The company engaged Zhejiang Yinxin Asset Appraisal Co., Ltd. to conduct an asset evaluation of Ningbo Traffic Engineering Construction Group Co., Ltd. as part of the transaction process, with the evaluation date set for December 31, 2024 [2] - The updated asset evaluation report confirmed that the asset values had not decreased, and the results will be used for information disclosure and regulatory submissions, but will not affect the transaction pricing [2][3]
宁波建工: 宁波建工第六届监事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:50
Group 1 - The sixth meeting of the supervisory board of Ningbo Construction Co., Ltd. was held via communication, with all five supervisors participating and voting, and no dissenting or abstaining votes were recorded [1][2] - The supervisory board reviewed the revised draft of the asset purchase report related to the issuance of shares for asset acquisition, confirming that the revisions mainly involved updates to the evaluation data and did not constitute substantial changes to the report's content [1][2] - The supervisory board concluded that the revisions comply with relevant laws and regulations, do not harm the interests of the company or minority shareholders, and will not significantly impact the company's operations [1][2] Group 2 - The company approved the asset evaluation report for the transaction, which was conducted by Zhejiang Yinxin Asset Appraisal Co., Ltd. as of June 30, 2024, and a subsequent extension evaluation as of December 31, 2024, confirming that the asset valuation had not decreased [2] - The evaluation results are not to be used as a basis for pricing but are intended for information disclosure and submission to regulatory authorities, indicating that the transaction plan remains unaffected [2][3]