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仕佳光子: 第四届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-07-10 11:07
Group 1 - The company plans to acquire 82.3810% equity of Dongguan Fuke Xima Communication Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising matching funds [1][2] - The board of directors has approved the proposal for the acquisition and fundraising, which will be submitted to the shareholders' meeting for further approval [2][12] - The issuance of shares will be A-shares with a par value of RMB 1.00, and the shares will be listed on the Shanghai Stock Exchange [2][3] Group 2 - The issuance price for the shares will be set at 28.24 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [4][5] - The number of shares to be issued will be determined based on the transaction price, which is yet to be finalized, and will be disclosed in the restructuring report [5][9] - A lock-up period of 12 months will apply to shares obtained by most transaction parties, while a 6-month lock-up will apply to one specific party [6][10] Group 3 - The company will share profits and losses from the acquired assets based on the equity proportion held in the target company during the profit and loss attribution period [6][8] - The company intends to raise matching funds not exceeding 30% of the total transaction price through the issuance of shares to no more than 35 specific investors [8][10] - The funds raised will be used for working capital, cash payment for the transaction, intermediary fees, and transaction taxes [10][11] Group 4 - The transaction is expected to constitute a related party transaction due to the involvement of the optical electronics fund, which is a significant partner of the company [12][13] - The board has confirmed that the transaction does not constitute a major asset restructuring or a restructuring listing [12][14] - The company will ensure compliance with relevant regulations and guidelines throughout the transaction process [15][16]
*ST宝实: 第十届董事会第二十次会议决议公告
Zheng Quan Zhi Xing· 2025-07-01 16:40
Group 1 - The board of directors of Baota Industrial Co., Ltd. held its 20th meeting on June 30, 2025, with all 7 directors present, ensuring compliance with relevant laws and regulations [1][2] - The board approved the proposal to postpone the second temporary shareholders' meeting originally scheduled for July 2025, with the record date remaining unchanged on July 1, 2025 [1][2] - The board also approved the proposal to add temporary proposals related to a major asset swap and cash purchase of assets as temporary agenda items for the upcoming shareholders' meeting [2][3] Group 2 - The proposal to add temporary agenda items was initiated by Ningguoyun, which holds 334 million shares, accounting for 29.33% of the company's total share capital, meeting the qualifications set by relevant regulations [2] - The board confirmed that the temporary proposals fall within the scope of the shareholders' meeting's review authority and have clear topics and specific resolutions [2]
安孚科技: 安徽安孚电池科技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报告书(草案)(五次修订稿)修订说明的公告
Zheng Quan Zhi Xing· 2025-06-27 16:49
Core Viewpoint - Anhui Anfu Battery Technology Co., Ltd. plans to acquire a 31% stake in Anhui Anfu Energy Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1] Group 1: Transaction Overview - The company has updated the decision-making and approval procedures that have been completed for the transaction [1] - The report includes an updated assessment of the target company's agency business and future operational plans [1] - A new assessment of the target company has been added based on a secondary evaluation as of December 31, 2024 [1] Group 2: Document Updates - The report has undergone a thorough review and minor textual improvements, with no impact on the restructuring plan [2] - The company has supplemented and updated the reference documents according to the latest situation [2]
梦网科技: 关于召开2025年第二次临时股东会的通知
Zheng Quan Zhi Xing· 2025-06-26 16:51
Meeting Information - The company will hold its second extraordinary general meeting of shareholders on August 25, 2025, at 14:00 [1] - The meeting will be conducted both in-person and via online voting through the Shenzhen Stock Exchange systems [1][2] Shareholder Rights and Participation - All shareholders registered by the close of trading on the day before the meeting are entitled to attend and vote, with the option to appoint a proxy [2] - Proxies do not need to be shareholders of the company [2] Agenda Items - The meeting will review several proposals, including the issuance of shares and cash for asset purchases, which is categorized as a major asset restructuring [5][13] - Specific proposals include signing conditional agreements related to asset purchases and performance compensation [5][12] Voting Procedures - Voting will be conducted through both in-person and online methods, with specific instructions provided for online participation [7][9] - Shareholders can express their voting opinions as "agree," "disagree," or "abstain" for non-cumulative voting proposals [9][10] Additional Information - The company has outlined the registration process for both individual and corporate shareholders, including necessary documentation [6][7] - The company will ensure compliance with relevant regulations regarding the major asset restructuring process [5][13]
梦网科技: 第八届董事会2025年第二次独立董事专门会议审核意见
Zheng Quan Zhi Xing· 2025-06-26 16:51
Core Viewpoint - The independent directors of the company have approved a proposal for the acquisition of 100% of the target assets through a combination of issuing shares and cash payment, which is deemed compliant with relevant laws and beneficial for the company's business structure and profitability [1][3]. Group 1 - The independent directors convened on June 26, 2025, to review and approve the proposal for the acquisition and fundraising plan [1]. - The transaction involves issuing shares to no more than 35 qualified investors to raise supporting funds [1]. - The proposal is considered reasonable and operable, aligning with the company's strategic development plan and not harming the interests of shareholders, especially minority shareholders [1][3]. Group 2 - The transaction constitutes a related party transaction and a major asset restructuring but will not lead to a change in the actual controller of the company [2]. - The evaluation report used for the transaction is deemed fair and does not harm the legal rights of the company and its shareholders [2]. - The legal documents related to the transaction comply with relevant laws and regulations, ensuring the legality and effectiveness of the transaction [2].
晶丰明源: 上海晶丰明源半导体股份有限公司第三届董事会第二十六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 10:49
Group 1 - The board of directors of Shanghai Jingfeng Mingyuan Semiconductor Co., Ltd. held its 26th meeting on June 20, 2025, with all seven directors participating and unanimously agreeing to waive the advance notice period for the meeting [1] - The board approved several proposals related to the issuance of shares and cash payment for asset acquisition, confirming compliance with relevant laws and regulations [2][3] - All proposals received unanimous support from the directors, with no votes against or abstentions [2][3][4] Group 2 - The independent directors reviewed and approved the proposals prior to the board meeting, and the board was authorized by the company's first extraordinary general meeting of 2025 to proceed without further shareholder approval [2][3][4] - The board confirmed the completeness and compliance of the legal procedures related to the transaction, ensuring the validity of submitted legal documents [3][4]
安孚科技: 安徽安孚电池科技股份有限公司第五届监事会第九次会议决议公告
Zheng Quan Zhi Xing· 2025-06-19 14:07
Core Points - The company plans to adjust its asset acquisition and fundraising strategy, proposing to purchase a 31% stake in Anhui Anfu Energy Technology Co., Ltd. through a combination of issuing shares and cash payments [1][2] - The total amount of funds to be raised has been reduced from 38 billion to 20.4 billion, with specific allocations for cash payments and intermediary fees [2][8] - The company has established performance commitments for the acquired entity, ensuring net profits for the years 2025 to 2027 meet specified thresholds [5][6] Group 1: Transaction Details - The company will issue shares to no more than 35 specific investors to raise funds for the acquisition [1] - The cash payment for the transaction is set at 190.0368 million [2] - The newly issued shares will be locked for 36 months post-issuance, with additional conditions for performance-related adjustments [4][9] Group 2: Performance Commitments - Ninege Zonglan, as the performance guarantor, commits to specific net profit targets for Anhui Anfu Energy Technology for the years 2025 to 2027, with amounts set at no less than 350.9607 million, 377.4343 million, and 398.0791 million respectively [5][6] - If the transaction is completed in 2025, the performance commitment period will be adjusted accordingly [5][6] Group 3: Approval and Compliance - The adjustments to the transaction plan were unanimously approved by the supervisory board, with all votes in favor [8][10] - The company confirmed that the transaction does not constitute a change in control, adhering to relevant regulations [11][12]
嘉必优: 嘉必优生物技术(武汉)股份有限公司第四届监事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-10 10:17
Meeting Overview - The fourth supervisory board meeting of Jia Bi You Biotechnology (Wuhan) Co., Ltd. was held on June 9, 2025, with all three supervisors present [1] - The meeting was convened and chaired by Wang Ji, ensuring compliance with relevant laws and regulations [1] Resolutions Passed - The supervisory board approved the adjustment of the asset acquisition and fundraising plan, which involves issuing shares and cash to purchase Shanghai Ouyi Biomedical Technology Co., Ltd. The adjustment includes changes to the performance compensation calculation method and the addition of impairment compensation clauses [1][2] - The board also approved the revised draft of the asset acquisition report and its summary, ensuring compliance with the Securities Law and relevant regulations [2][3] - A supplementary agreement regarding the asset acquisition agreement with certain counterparties was approved [3] - A supplementary agreement concerning performance compensation commitments was also approved [4] - The board confirmed that the transaction complies with the relevant provisions of the Major Asset Restructuring Management Measures [4][5] - The board affirmed that the transaction meets the regulatory requirements for major asset restructuring [4][5] - The board determined that there are no circumstances that would prevent the company from issuing shares to specific targets [5] - The board approved the pro forma financial statements related to the transaction and their review report [5] - Measures to mitigate the dilution of immediate returns from the transaction were also approved [5]
嘉必优: 嘉必优生物技术(武汉)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报告书(草案)修订说明的公告
Zheng Quan Zhi Xing· 2025-06-10 10:16
Core Viewpoint - The company plans to acquire 63.2134% equity of Shanghai Ouyi Biomedical Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1] Group 1: Transaction Overview - The company intends to purchase assets and raise supporting funds, which involves a significant equity acquisition [1] - The transaction is subject to regulatory scrutiny, as indicated by the inquiry letter received from the Shanghai Stock Exchange [2] Group 2: Amendments and Updates - The company has revised its transaction report to address the requirements outlined in the inquiry letter and updated legal regulations [3] - Key updates include adjustments to the transaction plan, analysis of the impact on the company's equity structure and earnings per share, and additional agreements related to the transaction [3][4] Group 3: Risk Factors - The report highlights risks associated with the concentration of suppliers for production equipment and potential limitations in the procurement of related equipment and reagents [5]
友阿股份: 关于召开2025年第二次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-06-06 08:08
Group 1 - The company, Hunan Friendship Apollo Commercial Co., Ltd., will hold its second extraordinary general meeting of shareholders on June 23, 2025 [1][2] - The meeting will allow shareholders to vote on various proposals, including the issuance of shares and cash for asset purchases and related transactions [3][4] - Shareholders can participate in the meeting either in person or through online voting platforms provided by the Shenzhen Stock Exchange [2][7] Group 2 - The specific proposals to be voted on include the compliance of the company with regulations regarding the issuance of shares and cash for asset purchases [5][6] - The meeting will also address the approval of related audit reports and the independence of evaluation institutions involved in the transactions [6][12] - The company will ensure that the voting process is transparent, with provisions for proxy voting and the handling of potential duplicate votes [2][10]