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上纬新材: 华泰联合证券有限责任公司关于上纬新材料科技股份有限公司详式权益变动报告书之财务顾问核查意见
Zheng Quan Zhi Xing· 2025-07-09 16:25
Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Shanghai Shuangwei New Materials Technology Co., Ltd., confirming the authenticity, accuracy, and completeness of the disclosed information [1][9]. Summary by Sections Financial Advisor's Responsibilities - The financial advisor has fulfilled its due diligence obligations and believes that there are no substantial discrepancies between its professional opinions and the contents of the disclosure documents provided by the information disclosure obligor [2]. - The advisor has verified that the announcement documents comply with the required formats and regulations [2]. Equity Change Details - The equity change involves the transfer of 100,800,016 unrestricted circulating shares, representing 24.99% of the total shares of the listed company, from SWANCOR Samoa to Zhiyuan Hengyue [5]. - Additionally, 2,400,900 shares (0.60%) will be transferred from SWANCOR Samoa to Zhiyuan New Creation, and 17,767,266 shares (4.40%) from Jinfeng Investment Holdings to Zhiyuan New Creation [5]. Purpose of the Equity Change - The purpose of the equity change is to gain control of the listed company, with a focus on sustainable development and enhancing shareholder rights, particularly for minority shareholders [9]. - The information disclosure obligor plans to further increase its stake through a partial tender offer for 149,243,840 shares, which accounts for 37.00% of the total share capital [10]. Future Plans and Commitments - The information disclosure obligor has committed to not transferring the shares acquired through the equity change for 18 months following the completion of the transfer [12]. - The actual controller, Mr. Deng Taihua, has pledged to maintain control of the listed company for 36 months after acquiring control [12]. Financial Sources - The funding for the equity change will come from the self-owned and self-raised funds of the information disclosure obligor, with no financial support from the listed company or its affiliates [22][29]. Corporate Structure and Control - The information disclosure obligor, Zhiyuan Hengyue, is a limited partnership established by Mr. Deng Taihua and his core team, focusing on technology innovation and industry integration [9][18]. - The actual controller, Mr. Deng Taihua, has a background in technology and management, previously holding senior positions at Huawei [18].
申科股份: 关于控股股东、实际控制人与第二大股东通过公开征集转让方式转让公司全部股份与受让方签署《产权交易合同》的提示性公告暨权益变动进展公告
Zheng Quan Zhi Xing· 2025-07-09 14:10
Core Viewpoint - The announcement details the transfer of all shares of Shenkai Co., Ltd. from its controlling shareholder and second-largest shareholder to Shenzhen Huili Hongsheng Industrial Holdings, triggering a mandatory general offer for the remaining shares held by other shareholders [1][3][4]. Summary by Sections Agreement Transfer Overview - The controlling shareholder He Quanbo and second-largest shareholder Beijing Huachuang will transfer a total of 62,831,216 shares, representing 41.89% of the company's total equity, to Shenzhen Huili at a price of 16.12 yuan per share, totaling approximately 1.01 billion yuan [3][4][6]. - After the transfer, the controlling shareholder will change from He Quanbo to Shenzhen Huili, with the actual controller becoming the Zaozhuang Tai'erzhuang District State-owned Assets Administration [1][3]. Background and Purpose of the Transfer - The transfer is part of Shenzhen Huili's strategic development, aiming to enhance the company's governance and profitability while sharing the development results with all shareholders [6][7]. Required Approvals and Procedures - The transfer requires compliance with the "Mergers and Acquisitions Management Measures" and will trigger a mandatory general offer to all other shareholders of Shenkai Co., Ltd. [3][4][6]. - Shenzhen Huili has obtained approval from the state-owned assets regulatory authority for the offer [1][3]. Parties Involved - The transferors include He Quanbo and Beijing Huachuang, while the transferee is Shenzhen Huili Hongsheng Industrial Holdings, which is controlled by the Zaozhuang Tai'erzhuang District State-owned Assets Administration [10][11]. Key Terms of the Transfer Agreement - The agreement stipulates that the transfer price is not lower than 90% of the closing price on the trading day prior to the agreement signing [3][4]. - The agreement includes provisions for the payment of the transfer price, with a guarantee deposit of approximately 249.89 million yuan and the remaining amount to be paid within five working days [13][25]. Future Steps and Compliance - The transfer will only be completed after obtaining necessary approvals from regulatory bodies and completing the mandatory general offer [7][26]. - The parties are committed to facilitating the completion of the transfer in compliance with relevant laws and regulations [25][26].
罗欣药业: 关于合计持股5%以上股东协议转让公司部分股份进展暨签署补充协议的公告
Zheng Quan Zhi Xing· 2025-07-09 11:12
Group 1 - The announcement details the progress of a share transfer agreement involving major shareholders of Luoxin Pharmaceutical Group Co., Ltd, specifically Chengdu De Yi Xin Hua Equity Investment Partnership and Karamay De Yi Heng Jia Equity Investment Partnership [1][2] - Chengdu De Yi Xin Hua plans to transfer 18,589,668 unrestricted circulating shares, while Karamay De Yi Heng Jia intends to transfer 35,789,757 unrestricted circulating shares to Shanghai Zhong Jue Private Fund Management Co., Ltd, resulting in a total transfer of 54,379,425 shares, which represents 5% of the company's total share capital [3][5] - A supplementary agreement has been signed, stipulating that the transferee, Zhong Jue Fund, commits not to transfer the acquired shares for 18 months following the completion of the share transfer [5][6] Group 2 - The agreement ensures compliance with relevant laws and regulations, confirming that the transfer does not harm the interests of the company or its shareholders, particularly minority shareholders [6] - The completion of the share transfer is subject to regulatory approval and may face uncertainties, which investors are advised to consider [6]
上纬新材: 上纬新材关于控股股东、5%以上股东协议转让股份暨控制权拟发生变更的提示性公告
Zheng Quan Zhi Xing· 2025-07-08 16:19
Core Viewpoint - The announcement details a significant share transfer involving the controlling shareholder of Shangwei New Materials Technology Co., Ltd., indicating a potential change in control to Zhiyuan Hengyue Technology Partnership [1][3][10] Group 1: Share Transfer Agreements - On July 8, 2025, SWANCOR IND.CO.,LTD. (Samoa) and other parties signed a share transfer agreement, where Zhiyuan Hengyue intends to acquire 24.99% of the company's shares from SWANCOR Samoa [1][6] - Additionally, Zhiyuan Hengyue will acquire 0.60% of shares from SWANCOR Samoa and 4.40% from Jinfeng Investment Holdings Limited, totaling 29.99% post-transfer [1][6][10] Group 2: Voting Rights and Control Change - Following the share transfer, SWANCOR Samoa and Strategic Capital Holding Limited will irrevocably waive their voting rights, leading to Zhiyuan Hengyue becoming the new controlling shareholder with 29.99% of the voting rights [2][10] - Mr. Deng Taihua will become the actual controller of the company after the transfer [3][10] Group 3: Lock-up Period and Commitments - Shares acquired through the transfer will be locked for 18 months post-registration, with commitments from partners to maintain control stability for 36 months [4][5][10] - The parties involved have made commitments to not transfer their shares during the lock-up period [4][5] Group 4: Offer to Purchase - Zhiyuan Hengyue plans to further increase its stake through a partial tender offer for 149,243,840 shares, representing 37.00% of the total share capital [3][10] - SWANCOR Samoa has committed to tendering 135,643,860 shares for this offer, which constitutes 33.63% of the total shares [3][10] Group 5: Financial Terms - The first payment for the share transfer is to be made on the day of registration, with a total transfer price of approximately 784.22 million RMB [17][18] - The second payment is contingent upon the completion of the company's 2025 performance audit [18][19]
上纬新材: 上纬新材简式权益变动报告书(SWANCOR萨摩亚、STRATEGIC萨摩亚)
Zheng Quan Zhi Xing· 2025-07-08 15:12
Core Viewpoint - The report outlines a significant equity change involving SwanCor Ind. Co., Ltd. and Strategic Capital Holding Limited, which will result in a reduction of their shareholding in Shangwei New Materials Technology Co., Ltd. and a relinquishment of voting rights, aiming to introduce a new actual controller to support the company's long-term development [1][8][13]. Group 1: Equity Change Details - SwanCor Ind. Co., Ltd. will transfer 100,800,016 shares, representing 24.99% of the total shares, to Zhiyuan Hengyue [10][11]. - Strategic Capital Holding Limited will transfer an additional 2,400,900 shares, accounting for 0.60% of the total shares [10]. - Following the transfers, SwanCor will hold 155,028,476 shares (38.43%) and Strategic will maintain 61,287,730 shares (15.19%) [9][13]. Group 2: Voting Rights and Control - SwanCor and Strategic will irrevocably relinquish their voting rights for all shares held in the company [11][13]. - The actual control of Shangwei New Materials will shift from SwanCor to Zhiyuan Hengyue, with Mr. Deng Taihua becoming the new actual controller [13][22]. Group 3: Purpose of the Equity Change - The equity change aims to support the long-term development of the company by integrating resources and enhancing management and operational efficiency [8][22]. - The new controller is expected to leverage technological innovation to overcome industry challenges and promote sustainable growth [8][22]. Group 4: Future Plans - SwanCor and Strategic have committed not to increase or decrease their shareholding in the company within the next 12 months, except for the agreed transfers [9][22]. - The report indicates that any future changes will comply with relevant laws and regulations [9][22]. Group 5: Financial Commitments - The share transfer agreements include performance commitments, with specific profit targets set for the years 2025 to 2027 [22]. - If the company fails to meet these targets, the transferring parties will be liable for compensation [22].
退市锦港: 锦州港股份有限公司关于聘请主办券商的公告
Zheng Quan Zhi Xing· 2025-07-07 11:12
Group 1 - The company, Jinzhou Port Co., Ltd., has received a decision from the Shanghai Stock Exchange to terminate its stock listing, effective June 30, 2025, with a 15-day trading period for delisting [1][2] - The company has appointed Shanxi Securities Co., Ltd. as its main sponsor to facilitate the transfer of shares to the National Equities Exchange and Quotations system following the delisting [2] - The appointment of Shanxi Securities was approved during the company's board meeting on June 5, 2025, and the necessary agreements have been signed to ensure compliance with the regulations [2] Group 2 - The main sponsor, Shanxi Securities Co., Ltd., was established on July 28, 1988, and is based in Taiyuan, with a business scope that includes securities services [2] - The company will announce further details regarding the procedures for share confirmation, registration, and custody after the stock is officially delisted [2]
000633,控制权拟变更!今日复牌
中国基金报· 2025-06-30 16:15
Core Viewpoint - The control transfer of Alloy Investment (000633) to Jiuzhou Hengchang Logistics Co., Ltd. is set to occur at a significant premium, indicating a strategic shift in ownership and potential for operational synergies in the logistics sector [2][3][5]. Group 1: Control Transfer Details - The control transfer plan for Alloy Investment was revealed on June 30, following a one-week suspension of trading [2]. - Jiuzhou Hengchang intends to acquire 20.74% of Alloy Investment's shares from its current controlling shareholder, Guanghui Energy [5]. - The share transfer price is set at 7.5 yuan per share, totaling approximately 599 million yuan for 79.88 million shares, representing a premium of over 20% compared to the pre-suspension price of 6.15 yuan per share [3][5]. Group 2: Strategic Implications - Guanghui Energy stated that the transaction is based on market principles, involving due diligence and financial analysis to determine the share value, considering Alloy Investment's historical performance and future prospects [5]. - Alloy Investment has indicated that the transaction will not adversely affect its normal operations or the interests of minority shareholders [6]. - Post-transaction, Guanghui Energy aims to optimize resource allocation and enhance its core energy business, which may lead to improved operational efficiency and profitability [6]. Group 3: Business Operations and Synergies - Alloy Investment operates in two main sectors: nickel-based alloy materials and new energy heavy-duty truck transportation, with a focus on coal transportation in the Hami region [8]. - Jiuzhou Hengchang is the largest private bulk logistics operator in Xinjiang, with a significant fleet of over 2000 electric heavy-duty trucks, primarily handling coal and other bulk energy logistics [8]. - The collaboration between Alloy Investment and Jiuzhou Hengchang is expected to leverage their respective strengths in logistics, potentially leading to enhanced operational capabilities and market competitiveness in the new energy transportation sector [9].
上海南方模式生物科技股份有限公司简式权益变动报告书
Group 1 - The core point of the news is the equity change report regarding Shanghai Southern Model Biotechnology Co., Ltd, where Suzhou Haiwang Hezong No. 1 Equity Investment Partnership (Limited Partnership) is increasing its shareholding in the company [1][2] - The report indicates that the equity change is based on the confidence in the company's future development and long-term investment value recognition [9] - The report outlines that the equity change requires compliance confirmation from the Shanghai Stock Exchange and registration procedures with the China Securities Depository and Clearing Corporation [5][38] Group 2 - The information disclosing party, Suzhou Haiwang Hezong, has not held shares in the company prior to this equity change, while its action partner, Shanghai Pudong New Industry Investment Co., Ltd., held 2,160,000 shares, accounting for 2.77% of the total share capital [12][13] - After the equity change, the information disclosing party will hold 8,679,727 shares, representing 11.13% of the total share capital, while the combined holdings with its action partner will total 10,839,727 shares, or 13.90% of the total share capital [12][13] - The share transfer agreement specifies that the shares will be transferred at a price of 27.369 yuan per share, with the total transfer price amounting to approximately 127.27 million yuan [15][56] Group 3 - The report confirms that the equity change does not trigger a mandatory tender offer and will not lead to changes in the controlling shareholder or actual controller of the company [39] - The report also states that the equity change complies with relevant laws and regulations, including the Securities Law and the Acquisition Measures [39] - The information disclosing party has committed to not reduce its holdings in the company for 12 months following the completion of the share transfer [11]
退市龙宇: 关于聘请主办券商的公告
Zheng Quan Zhi Xing· 2025-06-27 16:24
Group 1 - The company Shanghai Longyu Data Co., Ltd. has received a decision from the Shanghai Stock Exchange to terminate its stock listing, effective from June 10, 2025, with a trading period of 15 days before delisting [1] - The last trading day for the company's stock is expected to be June 30, 2025, after which the stock will be delisted within five trading days [1] - The company has appointed Shichuang Securities Co., Ltd. as its main sponsor to facilitate the transfer of shares to the National Equities Exchange and Quotations system [2] Group 2 - The main sponsor, Shichuang Securities Co., Ltd., is a publicly listed company established on February 3, 2000, and is based in Beijing [3] - The company provides a range of services including securities brokerage, investment consulting, financial advisory related to securities transactions, and asset management [2][3]
求购小红书老股份额;求购宇树机器人老股份额|资情留言板第164期
3 6 Ke· 2025-06-27 08:30
Group 1 - The article presents various asset trading opportunities, including the transfer of shares and LP interests in several companies with estimated valuations ranging from 25 billion to 3,270 billion RMB [1][2][3][4][5][6][7][8]. - Notable transactions include the transfer of shares in leading companies such as ByteDance, Xiaohongshu, and quantum technology firms, indicating a diverse range of investment opportunities [2][3][4][5][6][7][8]. - The article emphasizes the importance of connecting buyers and sellers in the asset trading market, highlighting the challenges faced in achieving successful transactions [1]. Group 2 - The article lists specific asset offerings, including the transfer of LP interests in companies like Songyan Power and Suiyuan Technology, with valuations discussed on a case-by-case basis [1][4][5][6][7][8]. - There are also requests for acquisitions in various sectors, such as medical devices and small household appliances, indicating active interest in strategic investments [10][11][12][13][14]. - The article mentions the ongoing collaboration with well-known funds to facilitate transactions, showcasing the platform's role in the investment ecosystem [25].