要约收购

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上纬新材: 上纬新材详式权益变动报告书(修订稿)
Zheng Quan Zhi Xing· 2025-08-15 12:15
Core Viewpoint - The report details the equity changes involving Shanghai ZhiYuan HengYue Technology Partnership and Shanghai ZhiYuan New Creation Technology Equipment Partnership, focusing on their acquisition of shares in Shangwei New Materials Technology Co., Ltd. [1][2] Summary by Sections Section 1: Information Disclosure Obligors - The information disclosure obligors are Shanghai ZhiYuan HengYue Technology Partnership and Shanghai ZhiYuan New Creation Technology Equipment Partnership, both located at 2388 XiuPu Road, Shanghai [1][2]. - The nature of the equity change is an increase in shares through a contractual transfer [1]. Section 2: Legal Compliance - The report complies with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2]. - The equity change has been approved by the company's second extraordinary general meeting in 2025 and requires compliance confirmation from the Shanghai Stock Exchange [2]. Section 3: Equity Structure - The report outlines the equity structure of the information disclosure obligors, including their partners and capital contributions [5][18]. - ZhiYuan HengYue has a total capital contribution of 202,000 RMB, while ZhiYuan New Creation has a contribution of 156,908.4 RMB [18]. Section 4: Purpose of Equity Change - The purpose of the equity change is to gain control over Shangwei New Materials, with a focus on sustainable development and enhancing shareholder value [23]. - The obligors recognize the long-term value of the company and aim to leverage technological innovation to improve operations [23]. Section 5: Future Plans - The obligors plan to continue increasing their shareholding in the company through a partial tender offer, with a specified number of shares to be acquired [24]. - There are commitments regarding the lock-up period for the shares acquired, ensuring stability in ownership post-acquisition [26]. Section 6: Shareholding Changes - Following the equity change, the obligors will collectively hold 120,968,182 shares, representing 29.99% of the total share capital of Shangwei New Materials [27]. - ZhiYuan HengYue will hold 100,800,016 shares (24.99%), while ZhiYuan New Creation will hold 2,400,900 shares (0.60%) [27][28].
申科滑动轴承股份有限公司关于深圳汇理鸿晟产业控股企业(有限合伙)要约收购公司股份的第二次提示性公告
Shang Hai Zheng Quan Bao· 2025-08-14 19:21
登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码:002633 证券简称:申科股份 公告编号:2025-033 申科滑动轴承股份有限公司 关于深圳汇理鸿晟产业控股企业(有限合伙) 要约收购公司股份的第二次提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整,没有虚假记载、误导性陈述或重大遗 漏。 重要内容提示: 1、本次公告为关于深圳汇理鸿晟产业控股企业(有限合伙)(以下简称"深圳汇理"、"收购人") 要约 收购申科滑动轴承股份有限公司(以下简称"上市公司"、"公司"或"申科股份")股份的第二次提示性公 告。 2、本次预受要约申报代码:990085,申报价格:16.13元/股。 3、本次要约收购期限共计30个自然日,期限自2025年7月29日至2025年8月27日。本次要约收购期限届 满前最后三个交易日,即2025年8月25日、2025年8月26日和2025年8月27日,预受股东可撤回当日申报 的预受要约,但不得撤回已被中国证券登记结算有限责任公司深圳分公司(以下简称"中登公司深圳分 公司")临时保管的预受要约。 本次要约收购系深圳汇理通过北京产权交易所公开竞价拟取得申科股份41.8 ...
香港科技探索:要约人接获合共186.52万股要约股份的有效接纳
Zhi Tong Cai Jing· 2025-08-12 11:05
于2025年8月12日(星期二)下午四时正(即接纳该等要约的最后时间及日期),要约人已接获:合共186.52 万股要约股份的8份有效接纳,占本联合公告日期已发行股份总数约0.24%;及概无就期权要约接获有效 接纳。 香港科技探索(01137)及要约人Mission Forward Limited联合公布,该等要约已于2025年8月12日(星期二) 下午四时正截止,且并无由要约人修订或延长。 ...
新股发行及今日交易提示-20250801
Shang Hai Zheng Quan Jiao Yi Suo· 2025-08-01 09:11
New Stock Issuance - Guangdong JianKe issued new shares at a price of 6.56 on August 1, 2025[1] - ShenKe Co., Ltd. has a tender offer period from July 29 to August 27, 2025[1] - ST Kelly's tender offer period is from July 17 to August 15, 2025[1] Market Alerts - ST Zitian reported significant abnormal fluctuations on July 21, 2025[1] - ST Suwu experienced abnormal fluctuations on July 30, 2025[1] - ST Xizang Tianlu reported significant abnormal fluctuations on August 1, 2025[1] Other Notable Announcements - Huaneng Electric's announcement was made on August 1, 2025, regarding its stock code 603063[1] - ST Sai Long's announcement was made on August 1, 2025, with stock code 002898[1] - ST Green Kang's announcement was made on July 31, 2025, with stock code 002868[1]
同程旅行9.6亿定增入主 大连圣亚连亏1年半负债率86%
Zhong Guo Jing Ji Wang· 2025-07-29 03:33
Core Viewpoint - Dalian Shengya (600593.SH) has announced a plan to issue A-shares to specific investors, aiming to raise approximately 956.34 million yuan to repay debts and enhance liquidity, which will lead to a change in control of the company [1][3][7]. Group 1: Share Issuance Details - The planned issuance price is set at 24.75 yuan per share, with a maximum of 38,640,000 shares to be issued, representing up to 30% of the company's total shares before the issuance [3][4]. - The specific investor for this issuance is Shanghai Tongcheng Enterprise Management Partnership, which is a holding entity established by Tongcheng Travel, listed on the Hong Kong Stock Exchange [1][3][6]. - Following the issuance, Shanghai Tongcheng will become the controlling shareholder, and the company will have no actual controller due to the lack of a controlling entity for Tongcheng Travel [3][4]. Group 2: Financial Condition and Objectives - The issuance aims to alleviate the company's debt and operational risks, positioning it as a leading enterprise in the cultural tourism sector through industry integration and IP operation [7]. - Dalian Shengya's consolidated asset-liability ratios were reported at 84.90%, 83.05%, 85.75%, and 85.60% for the end of 2022, 2023, 2024, and March 2025, respectively [7]. - The company has faced financial challenges, with net profits of -76.64 million yuan in 2022, 34.38 million yuan in 2023, and further losses projected for 2025 [8][9]. Group 3: Business Operations - Dalian Shengya primarily operates in the tourism and entertainment sector, managing attractions like Dalian Shengya Ocean World and Harbin Polar Park, focusing on scenic area operations, commercial activities, animal management, and hotel operations [6]. - Tongcheng Travel, the indirect controlling entity, offers a wide range of travel services, including transportation ticketing, accommodation booking, and tour packages, indicating potential synergies with Dalian Shengya's operations [6].
大连圣亚: 关于提请股东会批准认购对象免于发出收购要约的公告
Zheng Quan Zhi Xing· 2025-07-28 16:39
公司股东杨子平及其一致行动人蒋雪忠作为委托方与上海潼程企业管理合 伙企业(有限合伙)(以下简称"上海潼程")签署了《大连圣亚旅游控股股份 有限公司表决权委托协议》(以下简称"《表决权委托协议》"),杨子平将其 合计持有的 10,591,591 股公司股份、蒋雪忠将其持有的 2,470,941 股公司股份对 应的表决权不可撤销地委托给上海潼程行使。《表决权委托协议》签署后生效, 上海潼程接受表决权委托后,将持有公司 10.14%股份所对应的表决权 公司本次向特定对象发行股票的认购对象为上海潼程,本次发行完成后,上 海潼程将持有公司 23.08%的股份,合计控制公司 30.88%股份所对应的表决权, 根据《上市公司收购管理办法》第四十七条的规定,上海潼程认购公司本次向特 定对象发行的股票将触发要约收购义务。鉴于上海潼程承诺自本次发行结束之日 起 36 个月内不转让其认购的公司本次向特定对象发行的股票,在经公司股东会 同意上海潼程免于发出收购要约后,上述情形符合《上市公司收购管理办法》第 六十三条第一款第(三)项的规定。因此,公司董事会拟提请公司股东会同意上 海潼程免于发出收购要约。 特此公告。 大连圣亚旅游控股股 ...
国能日新:雍正及其一致行动人持股比例超30%触发要约收购
news flash· 2025-07-28 10:23
Core Viewpoint - The announcement indicates that Yongzheng and his concerted actor Ding Jiangwei subscribed to a specific issuance of 12.3621 million shares from Guoneng Rixin at a price of 30.55 yuan per share, resulting in an increase in their shareholding from 35.68% to 41.68%, triggering a mandatory tender offer obligation [1] Summary by Relevant Sections - **Share Issuance Details** - Guoneng Rixin issued 12.3621 million shares at a price of 30.55 yuan per share [1] - **Shareholding Changes** - Following the issuance, Yongzheng and Ding Jiangwei's shareholding will rise from 35.68% to 41.68% [1] - **Regulatory Compliance** - The increase in shareholding exceeds the 30% threshold, which triggers a mandatory tender offer obligation under the relevant regulations [1] - Yongzheng has committed not to transfer the newly acquired shares for 36 months from the issuance date, and the shareholders' meeting has approved the exemption from the tender offer requirement [1]
台儿庄国资拟14亿要约买申科股份 前二股东已套现10亿
Zhong Guo Jing Ji Wang· 2025-07-28 06:55
Core Viewpoint - Shenzhen Huili is initiating a public tender offer to acquire 41.89% of Shinke Co., Ltd. shares, transitioning control from He Quanbo to Shenzhen Huili, with the actual controller becoming Taierzhuang State-owned Assets [1][2]. Summary by Sections Tender Offer Details - The tender offer price is set at 16.13 yuan per share, with a total of 86,587,534 shares being offered, representing 57.73% of the circulating shares [2]. - The maximum total funds required for the tender offer amount to 1,396,656,923.42 yuan, with 279,331,384.68 yuan already deposited as a performance guarantee [1][2]. Financial Background - Shenzhen Huili is a newly established entity focused on investment activities and consulting services, with no financial data available for the past three years due to its recent formation [3]. - Shinke Co., Ltd. forecasts a net profit of 3 million to 3.8 million yuan for the first half of 2025, reflecting a decline of 42.73% to 54.79% compared to the previous year [3][4]. Historical Performance - In 2024, Shinke Co., Ltd. reported a revenue of 324.24 million yuan, a year-on-year increase of 18.70%, and a net profit of 6.86 million yuan, a significant recovery from a loss of 18.99 million yuan in 2023 [7][8]. - The company’s net profit, excluding non-recurring items, was 5.39 million yuan in 2024, compared to a loss of 20.97 million yuan in 2023, indicating a turnaround in financial performance [8]. Share Transfer Background - The share transfer agreement was signed on July 7, 2025, with He Quanbo transferring 42,187,466 shares (28.12% of total shares) and Beijing Huachuang transferring 20,643,750 shares (13.76% of total shares) to Shenzhen Huili [5][10]. - The total transaction price for the share transfer was 1,013,072,279.88 yuan, with the transfer price set at 16.12 yuan per share [5][6].
要约收购市场升温 年内A股已有9家公司发生10起要约收购
Zheng Quan Ri Bao Wang· 2025-07-27 12:45
Core Viewpoint - The A-share market has seen an increase in takeover bids this year, with 10 cases involving 9 companies reported by July 26, 2023, indicating a growing trend in acquisition activities [1][2]. Group 1: Overview of Takeover Bids - A takeover bid is defined as a written offer made by the acquirer to all shareholders of the target company to purchase their shares under specified conditions [2]. - The year 2023 has witnessed a significant rise in takeover bids, with the number of cases matching the total for the entire year of 2024 by July 26 [2][3]. - The 10 takeover bids include both voluntary and involuntary offers, as well as competitive bids from multiple acquirers for the same company [2][3]. Group 2: Specific Cases - The recent takeover bid by Ningbo Meishan Bonded Port Area Jincheng Shazhou Investment Co., Ltd. for Fushun Special Steel Co., Ltd. involves a partial offer to acquire 98.605 million shares, representing 5% of the company's total equity [1][3]. - In February, a passive takeover bid was triggered for Liaoning Chengda Biological Co., Ltd. due to a change in control of its parent company, highlighting the different motivations behind takeover bids [3]. Group 3: Characteristics of Takeover Bids - Out of the 10 takeover bids this year, 7 were voluntary, indicating a trend where acquirers aim to gain control or increase their stake in the target companies [4]. - Jincheng Shazhou, prior to the bid, held 29.99% of Fushun Special Steel's shares, and if the bid is successful, their stake could rise to 34.99% [4]. - The proactive nature of these bids is seen as a positive signal, reflecting the acquirer's confidence in the target company's future and a commitment to its long-term development [5]. Group 4: Implications for Companies - Active takeover bids can enhance the stability of a company's equity structure and potentially bring in new resources, technology, or management expertise, thereby increasing competitiveness and market value [6]. - Jincheng Shazhou has expressed intentions to leverage its resources to support Fushun Special Steel in seizing opportunities in the special steel and alloy materials market, promoting long-term growth [6].
抚顺特钢: 抚顺特钢:关于收到要约收购报告书摘要的提示性公告
Zheng Quan Zhi Xing· 2025-07-25 16:37
Core Viewpoint - The announcement details a voluntary tender offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Equity Investment Co., Ltd. to acquire 98,605,000 shares of Fushun Special Steel Co., Ltd. at a price of 5.60 yuan per share, representing 5% of the total share capital of the company [1][2][3] Group 1: Tender Offer Details - The purpose of the tender offer is to increase the shareholding ratio in Fushun Special Steel and enhance the stability of its equity structure, aligning with the acquirer's development strategy and recognition of the company's value and future prospects [1][2][3] - The tender offer is classified as a proactive offer and is not a fulfillment of a statutory obligation [1][3] - The total number of shares being offered is 98,605,000, which constitutes 5% of the total issued shares of Fushun Special Steel [1][4] Group 2: Financial Aspects - The offer price is set at 5.60 yuan per share, with a maximum total funding requirement of 552,188,000 yuan for the acquisition [4] - The funding for the tender offer will come from the acquirer's own and self-raised funds, with no involvement of the listed company in the funding process [4] Group 3: Future Plans and Compliance - The acquirer does not currently plan to increase or dispose of shares in the next 12 months following the completion of the tender offer [3] - The tender offer will not aim to terminate the listing status of Fushun Special Steel, and the equity distribution will continue to meet the listing requirements of the Shanghai Stock Exchange [3][4]