表决权委托
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联合光电2.6亿元收购背后:上市公司业绩萎靡 标的公司盈亏不定|并购谈
Xin Lang Zheng Quan· 2025-12-09 15:29
主营业务陷入增收不增利困局,联合光电正将赌注押向一家去年刚扭亏为盈、且部分交易对手将表决权 委托给上市公司实控人的公司。 近日,联合光电发布交易报告书(草案),拟通过发行股份的方式购买东莞市长益光电股份有限公司 100%股份。 联合光电解释,长益光电与公司同属光学镜头行业,本次交易有助于增强公司的加工制造能力和成本管 控能力。按照方案,发行价格为16.18元/股,交易对方中有4名股东将与实控人结成一致行动关系,并 委托表决权。 这种安排虽然表面上没有改变实控人地位,但实质上增强了实控人对上市公司的控制力,将部分标的公 司原股东纳入了一致行动人范畴。 上市公司业绩困境VS标的公司盈亏不定 长益光电的财务表现呈现出明显的波动性。根据已披露的数据,2023年至2025年1-8月,长益光电的营 业收入分别为19,751.94万元、46,476.32万元、36,399.45万元。相比之下,净利润波动更为剧烈: 2023年亏损5,476万元,2024年则扭亏为盈,实现净利润137.77万元,2025年1-8月进一步实现净利润 2,578.74万元。 这宗交易发生在联合光电自身业绩承压的背景下。2025年前三季度,公司净利 ...
连亏股高乐股份迎王帆入主提前涨停 华统集团套现4亿
Zhong Guo Jing Ji Wang· 2025-12-02 07:29
中国经济网北京12月2日讯 高乐股份(002348.SZ)今日复牌,股价一字涨停,截至发稿报5.29元,上涨9.98%,总市值50.11亿元。 值得注意的是,停牌前最后一个交易日,即2025年11月24日,高乐股份涨停,收涨10.07%。 高乐股份昨晚披露了关于控股股东签署《股份转让协议》及公司签署《附条件生效的股份认购协议》暨公司控股股东、实际控制人拟 发生变更的提示性公告显示。 2025年11月30日,华统集团有限公司(以下简称"华统集团")与北京黎曼云图科创有限公司(以下简称"黎曼云图")签署《股权转让 协议》、《表决权委托协议》,华统集团将其持有的94,720,000股股份(占公司总股本的10%)转让给黎曼云图、华统集团将其持有的 37,888,000股股份(占公司总股本的4%)对应的表决权委托给黎曼云图行使。 2025年11月30日,杨广城、興昌塑膠五金廠有限公司与北京黎曼云图科创有限公司签署《表决权委托协议》,杨广城、興昌塑膠五金 廠有限公司分别将其持有的58,222,668股股份(占公司总股本的6.15%)和15,087,960股股份(占公司总股本的1.59%)对应的表决权委托给 黎曼云图行使。 ...
高乐股份12月2日复牌 控股股东将变更为黎曼云图
Zheng Quan Shi Bao Wang· 2025-12-01 14:48
Core Viewpoint - Gao Le Co., Ltd. has undergone significant changes in its shareholding structure, with Li Man Yun Tu becoming the controlling shareholder after acquiring 10% of the company's shares and 21.74% of voting rights, which may impact the company's strategic direction and operational efficiency [1][2] Group 1: Shareholding Changes - On November 30, Gao Le's controlling shareholder, Hua Tong Group, signed agreements to transfer 10% of its shares to Beijing Li Man Yun Tu and delegated voting rights for an additional 4% of shares [1] - Following these agreements, Li Man Yun Tu directly holds 10% of the company's shares and controls 21.74% of the voting rights, thus becoming the controlling shareholder [1] Group 2: Financial Situation - Gao Le has faced challenges such as a single business structure, lack of innovation, and low asset operation efficiency, leading to continuous net losses over the past three years, with net profits of -83.63 million, -61.98 million, -57.30 million, and -11.67 million [2] - The company's cash and cash equivalents at the end of the periods were 10.21 million, 18.32 million, 32.41 million, and 19.66 million, indicating liquidity constraints that hinder business development [2] Group 3: Fundraising and Future Plans - The company plans to issue shares to Beijing Li Man Xing Tu Technology Partnership to raise up to 491 million yuan, with the funds aimed at improving liquidity and supporting business development [2] - This fundraising is expected to enhance the company's liquidity, control financial costs, and improve its sustainable profitability and asset structure [2]
华蓝集团:栩桐投资将成为公司的控股股东 11月19日起复牌
Zhi Tong Cai Jing· 2025-11-18 13:17
Core Points - Hualan Group (301027.SZ) announced a share transfer agreement involving its actual controllers, which will result in a change of control [1] - The actual controllers will transfer a total of 8.5113 million shares, representing 5.79% of the company's total equity, to Xutong Investment [1] - After the transfer, Xutong Investment will hold voting rights amounting to 19.50%, making it the controlling shareholder of the company [1] Share Transfer Details - The share transfer agreement was signed by actual controllers Lei Xiang, Zhao Cheng, Wu Guangyi, Zhong Yi, Mo Hailiang, Deng Yongjie, and Li Jia [1] - The remaining shares held by the actual controllers after the transfer will be 20.1608 million shares, which is 13.71% of the total equity, with voting rights fully entrusted to Xutong Investment [1] - The change in control will result in Lin Wei becoming the new actual controller of the company [1] Stock Resumption - The company has applied for the resumption of its stock trading, which will take effect on November 19, 2025 [2]
甘肃省敦煌种业集团股份有限公司简式权益变动报告书
Shang Hai Zheng Quan Bao· 2025-11-14 19:06
Core Viewpoint - The report outlines the equity changes involving Gansu Dunhuang Seed Industry Group Co., Ltd., specifically detailing the transfer of voting rights and shareholdings by Jiuquan Iron and Steel (Group) Co., Ltd. [1][2] Group 1: Equity Changes - As of November 6, 2024, Jiuquan Iron and Steel signed a voting rights delegation agreement, acquiring the voting rights of 51,792,875 shares, representing 9.81% of the total shares of Dunhuang Seed Industry [8][12] - Prior to this agreement, Jiuquan Iron and Steel held 58,216,600 shares, accounting for 11.03% of the total shares, leading to a combined voting power of 110,009,475 shares, or 20.84% of the total [8][12] - Following a share transfer agreement on November 14, 2025, Jiuquan Iron and Steel's voting rights decreased to 25,292,875 shares, resulting in a total voting power of 83,509,475 shares, or 15.82% of the total [9][13] Group 2: Share Transfer Details - The share transfer involved 26,500,000 shares, which accounted for 5.0208% of Dunhuang Seed Industry's total shares, with a transfer price of 6.44 CNY per share, totaling 170.66 million CNY [30][56] - The transfer was executed through an agreement between Dunhuang City Supply and Marketing Cooperative and Dunhuang City Shazhou Energy Development Co., Ltd. [51][53] - The funds for the share transfer were sourced from the legal self-owned or self-raised funds of the acquiring entity [32] Group 3: Future Plans - Jiuquan Iron and Steel has no plans to increase or decrease its shareholding in the next 12 months, but intends to delegate the voting rights of the shares acquired from Shazhou Energy after the completion of the share transfer [10][28] - The report confirms that there are no restrictions on the shares involved in the equity changes, such as pledges or freezes [13][52]
共进股份控制权拟变 大股东等套现9.47亿唐山国资入主
Zhong Guo Jing Ji Wang· 2025-11-03 06:31
Core Viewpoint - The major shareholder of Gongjin Co., Ltd. (603118.SH) has signed a share transfer agreement with Tangshan Industrial Holding Group Co., Ltd., indicating a change in control of the company [1][6]. Share Transfer Details - The total number of shares to be transferred is 88,055,885, accounting for 11.1849% of the company's total shares, at a price of 10.75 yuan per share, totaling approximately 946.6 million yuan [1][2]. - Tang Fonan will transfer 41,020,806 shares (5.2105%) for 440,973,664.50 yuan, while Wang Davi will transfer 39,137,075 shares (4.9712%) for 420,723,556.25 yuan [2]. - The funds for the share acquisition by Tangshan Industrial Holding will come from its own resources, with no involvement from the listed company or its affiliates [2]. Voting Rights Delegation - Wang Davi has signed a voting rights delegation agreement, entrusting the voting rights of 117,411,228 shares (14.9136%) to Tangshan Industrial Holding [3]. - The delegation period will last until the shares are registered under Tangshan Industrial Holding's name or until certain conditions are met [3]. Future Share Transfers - Tang Fonan and Wang Davi have agreed to transfer additional shares to Tangshan Industrial Holding by June 30, 2026, with specific amounts of 30,715,605 shares (3.9015%) and 29,352,807 shares (3.7284%) respectively [4]. - The agreements for the first and second share transfers are independent, meaning the failure of the second transfer will not affect the first [4]. Regulatory Compliance - The share transfer process is structured to comply with regulations governing the transfer of shares by company directors and senior management, which limits the amount of shares that can be transferred during their tenure [5]. Control Change Announcement - Following the completion of the share transfer and voting rights delegation, the controlling shareholder will change to Tangshan Industrial Holding, with the actual controller being the Tangshan Municipal Government's State-owned Assets Supervision and Administration Commission [6]. - The company's stock will resume trading on November 3, 2025, after the completion of the share transfer and control change [6].
中元股份表决权委托加定增 鼎龙股份朱氏兄弟拟入主
Zhong Guo Jing Ji Wang· 2025-11-03 06:15
Core Viewpoint - Zhongyuan Co., Ltd. is undergoing a change in control, with a new framework agreement signed by the current and new controlling parties, leading to a significant shift in ownership and voting rights [1][2][3] Group 1: Control Change Announcement - Zhongyuan Co., Ltd. announced the resumption of trading on November 3, 2025, following the application to the Shenzhen Stock Exchange [1] - The company disclosed the signing of a framework agreement for the change of control, along with a voting rights entrustment agreement and a concerted action agreement [1][2] Group 2: New Control Structure - The new controlling parties, Zhu Shuangquan, Zhu Shunquan, and Zhu Mengqian, have signed agreements that terminate previous action agreements and establish new voting rights arrangements [2][3] - The voting rights entrusted to Zhu Shuangquan and Zhu Shunquan amount to 20.71% of the total share capital of Zhongyuan Co., Ltd. [2][3] Group 3: Capital Raising Plans - Zhongyuan Co., Ltd. plans to raise up to 500 million yuan through a private placement of A-shares, with the funds intended to supplement the company's working capital [3][4] - The share issuance price is set at 8.15 yuan per share, which is at least 80% of the average trading price over the previous 20 trading days [4] Group 4: Shareholding Post-Issuance - After the issuance, both Zhu Shuangquan and Zhu Shunquan are expected to hold approximately 5.61% of the company's shares each, maintaining their status as controlling parties along with Zhu Mengqian [5] - The company has a registered capital of approximately 4.8 billion yuan and is primarily engaged in the manufacturing of electrical machinery and equipment [5]
A股重磅!4家公司公告,下周一复牌!
Zheng Quan Shi Bao· 2025-10-31 15:29
Core Points - Four A-share listed companies announced their resumption of trading on November 3, 2025 [1][3][4] Group 1: Company Announcements - Gongjin Co., Ltd. (603118) announced a share transfer agreement with Tangshan Industrial Holding Group, changing its controlling shareholder to Tangshan Industrial Holding and actual controller to the Tangshan Municipal Government State-owned Assets Supervision and Administration Commission [1] - Weigao Blood Products (603014) plans to acquire 100% equity of Weigao Purui Pharmaceutical Packaging Co., Ltd., which is part of the Weigao Group, indicating an internal asset optimization without changing the actual controller [2] - Zhongyuan Co., Ltd. (300018) reported a delegation of voting rights to Zhu Shuangquan and Zhu Shunquan, resulting in a change of actual controller to these individuals and Zhu Mengqian [3] - Dongtu Technology (300353) intends to acquire 100% of Beijing Gaoweike Electric Technology Co., Ltd. through a combination of share issuance and cash payment, with the specific transaction price yet to be determined [4] Group 2: Strategic Implications - The acquisition by Weigao Blood Products aims to expand its product line into the pharmaceutical packaging sector and leverage synergies in biopharmaceutical filter business [2] - The change in control at Zhongyuan Co., Ltd. may lead to strategic shifts in governance and operational focus under the new controlling parties [3] - Dongtu Technology's acquisition of Gaoweike is expected to enhance its capabilities in industrial automation services, although details on the financial aspects are pending [4]
A股重磅!4家公司公告,下周一复牌!
证券时报· 2025-10-31 14:48
Group 1 - Four A-share listed companies announced their resumption of trading on November 3, 2025 [1][3][4] - Gongjin Co., Ltd. will change its controlling shareholder to Tangshan Industrial Holding Group after signing a share transfer agreement [1] - Weigao Blood Products plans to acquire 100% equity of Weigao Purui, enhancing its product line into pharmaceutical packaging [2] Group 2 - Zhongyuan Co., Ltd. has transferred voting rights to Zhu Shuangquan and Zhu Shunquan, changing its actual controller [3] - Dongtu Technology intends to acquire 100% of Gaoweike, focusing on industrial automation services [4]
中元股份实际控制人将变更为朱双全、朱顺全、朱梦茜 11月3日起复牌
Zhi Tong Cai Jing· 2025-10-31 12:21
Group 1 - The actual controllers of Zhongyuan Co., Ltd. signed a voting rights entrustment agreement, transferring voting rights of 100.5 million shares to Zhu Shuangquan and Zhu Shunquan, resulting in a voting rights proportion of 20.71% for them [1] - Zhu Shuangquan, Zhu Shunquan, and Zhu Mengqian signed a concerted action agreement, leading to a combined voting rights proportion of 25.63%, thus changing the actual controllers of the company to Zhu Shuangquan, Zhu Shunquan, and Zhu Mengqian [1] Group 2 - The company approved a proposal for a private placement of A-shares, with a maximum issuance of 61.35 million shares, not exceeding 30% of the total share capital before the issuance, and raising up to 500 million RMB [2] - The issuance targets are Zhu Shuangquan and Zhu Shunquan [2] Group 3 - The company's stock will resume trading on November 3, 2025 [3]