Workflow
关联交易
icon
Search documents
华能水电: 关于第四届董事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
Group 1 - The company held its 10th meeting of the 4th Board of Directors, with all 14 directors present, and the meeting complied with relevant laws and regulations [1] - The Board approved the 2025 semi-annual report and summary, which was reviewed by the Audit Committee [1][2] - The Board approved a risk assessment report regarding China Huaneng Financial Co., Ltd., confirming no major defects in risk management as of June 30, 2025 [2][3] Group 2 - The Board approved a risk assessment report for China Huaneng Group Hong Kong Treasury Management Co., Ltd., indicating good fund safety and liquidity as of June 30, 2025 [3] - The Board approved the performance of authorized matters for the first half of 2025, with unanimous support [3] - The Board elected Mr. Hua Shiguo as the Vice Chairman, with the term lasting until the end of the current Board [3][4] Group 3 - The Board approved the appointment of Mr. Yin Shuhong as the General Manager, with qualifications meeting legal requirements [5] - The Board nominated Mr. Yin Shuhong as a non-independent director candidate, pending shareholder meeting approval [6] - The Board approved a proposal for related parties to subscribe to the company's stock issuance, with amounts not exceeding 2 billion and 1.4 billion respectively [6][7] Group 4 - The Board authorized the Chairman to adjust the issuance price if the determined issuance amount does not meet 70% of the proposed amount [8] - The Board approved the establishment of special accounts for the funds raised from the stock issuance, with oversight agreements to be signed with banks [10]
晶合集成: 晶合集成第二届董事会独立董事专门会议第七次会议决议
Zheng Quan Zhi Xing· 2025-08-29 17:25
合肥晶合集成电路股份有限公司 公司增加 2025 年度日常关联交易预计额度系根据公司业务发展以及实际生 产经营所需,双方交易遵循了客观、公平、公允的原则,交易价格及交易方式符 合市场规则,交易价格公允,不存在损害公司和其他非关联方股东利益的情况, 不会影响公司独立性。独立董事一致同意公司本次增加 2025 年度日常关联交易 预计的事项并同意将该议案提交公司董事会审议。 表决结果:3 票同意;0 票反对;0 票弃权。 本议案尚需提交公司董事会审议。 独立董事:安广实、蔺智挺、陈绍亨 第二届董事会独立董事专门会议第七次会议决议 合肥晶合集成电路股份有限公司(以下简称"公司")第二届董事会独立董 事专门会议第七次会议于 2025 年 8 月 28 日在公司会议室以通讯方式召开。会议 通知于 2025 年 8 月 22 日以电子邮件的方式送达各位独立董事。本次会议应出席 独立董事 3 人,实际出席独立董事 3 人,本次会议由过半数独立董事推选的独立 董事安广实先生主持,会议的召集、召开和表决程序符合《中华人民共和国公司 法》等法律法规以及《合肥晶合集成电路股份有限公司章程》《合肥晶合集成电 路股份有限公司独立董事工作 ...
晶合集成: 晶合集成第二届监事会第十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:25
合肥晶合集成电路股份有限公司 第二届监事会第十五次会议决议公告 本公司监事会及全体监事保证本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、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 证券代码:688249 证券简称:晶合集成 公告编号:2025-056 (二)审议并通过《关于公司<2025 年半年度募集资金存放与实际使用情况 的专项报告>的议案》 监事会认为:公司 2025 年半年度募集资金的存放与使用符合《上海证券交 易所科创板股票上市规则》《上市公司募集资金监管规则》等法律、法规、规范 性文件以及公司《募集资金管理制度》等规定,对募集资金进行了专户存储和专 项使用,并及时履行了相关信息披露义务,募集资金的存放与使用情况同公司募 集资金相关信息披露的内容一致,不存在变相改变募集资金用途和损害股东利益 的情况,不存在违规使用募集资金的情形。因此,监事会同意《晶合集成 2025 年半年度募集资金存放与实际使用情况的专项报告》的内容。 表决情况:3 票赞成;0 票弃权;0 票反对。 具体内容详见公司同日披露于上海证券交易所网站(www.sse.com.cn)的《晶 合集成 ...
影石创新: 中信证券股份有限公司关于影石创新科技股份有限公司放弃参股公司优先增资权暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Core Viewpoint - The company, Ying Shi Innovation Technology Co., Ltd., has decided to waive its preferential subscription rights for the capital increase of its associate company, Dongguan Rongguang Optical Co., Ltd., as part of its overall strategic development considerations [2][14]. Summary by Sections 1. Related Transactions Overview - The company holds a 20% stake in Dongguan Rongguang Optical, which plans to raise capital by introducing new investors, including He Xie Chao Yue Fund and Shenzhen Wen Zheng Chang You Fund, with a total capital increase amounting to RMB 58.7 million [1][2]. - The capital increase will result in a new registered capital of RMB 5.465315 million and an increase in capital reserve of RMB 53.234685 million [1]. 2. Impact on Shareholding - Following the capital increase, the registered capital of Rongguang Optical will rise from RMB 15.828 million to RMB 21.293315 million, reducing the company's shareholding from 20% to approximately 14.8666% [2][14]. 3. Compliance with Regulations - The waiver of preferential subscription rights constitutes a related transaction but does not qualify as a major asset restructuring under relevant regulations [2][3]. - The company’s board of directors approved the waiver on August 27, 2025, after a review by independent directors [2][14]. 4. Financial Data of Rongguang Optical - As of the latest audited report, Rongguang Optical has total assets of approximately RMB 48.46 million and total liabilities of about RMB 30.63 million, resulting in a net asset value of around RMB 17.83 million [5]. - The company reported a net loss of approximately RMB 2.53 million in the last fiscal year [5]. 5. Transaction Pricing and Agreements - The pricing for the capital increase was determined based on the actual operating conditions of Rongguang Optical, ensuring fairness and compliance with legal regulations [6][14]. - The agreement includes provisions for the rights of existing shareholders to waive their preferential subscription rights [8][9]. 6. Approval Process - The independent directors and the board of directors have both approved the transaction, confirming that it does not require further shareholder approval [14][15].
上海银行: 国泰海通证券股份有限公司关于上海银行股份有限公司关联交易事项的专项核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
Summary of Key Points Core Viewpoint - The report outlines the special verification opinions regarding related party transactions of Shanghai Bank Co., Ltd., confirming that the transactions do not constitute significant asset restructuring as per relevant regulations [1][2]. Group 1: Overview of Related Transactions - The company approved adjustments to the payment schedule for asset transfers to Up Silver International (Shenzhen) Co., Ltd., which is a related party [1]. - The company granted a credit limit of RMB 400 million to Shanghai Xinwei Technology Group Co., Ltd. for debt financing, which is also a related party [1]. Group 2: Related Party Information - Up Silver International (Shenzhen) is indirectly controlled by the company, with a board member serving as its chairman, thus qualifying as a related party [2]. - Shanghai Xinwei Technology Group is controlled by a major shareholder of the company, making it a related party as well [2]. Group 3: Transaction Pricing Policy - The transactions with both Up Silver International (Shenzhen) and Shanghai Xinwei Technology Group adhere to general commercial rules, ensuring that pricing and conditions are not more favorable than those offered to non-related parties [3]. Group 4: Purpose and Impact of Transactions - The adjustment of payment schedules with Up Silver International (Shenzhen) and the credit limit to Shanghai Xinwei Technology Group are considered normal business operations, with no significant impact on the company's financial status [3][4]. Group 5: Approval Procedures - The transactions require re-approval due to changes in the main terms of previously approved related party transactions [4]. Group 6: Verification Opinions - The sponsor institution found the transaction conditions to be fair and in line with market principles, confirming that the transactions do not harm the interests of the company or its shareholders [5][6].
泓淋电力: 中信证券股份有限公司关于威海市泓淋电力技术股份有限公司孙公司接受财务资助暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:25
中信证券股份有限公司(以下简称"中信证券"、"保荐机构")作为威海市 泓淋电力技术股份有限公司(以下简称"泓淋电力"、"上市公司"或"公司") 首次公开发行股票并在创业板上市的保荐机构,根据《证券发行上市保荐业务管 理办法》 中信证券股份有限公司 关于威海市泓淋电力技术股份有限公司 孙公司接受财务资助暨关联交易的核查意见 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自律 监管指引第 2 号——创业板上市公司规范运作》《深圳证券交易所上市公司自律 监管指引第 13 号——保荐业务》等有关法律法规规定,对本次泓淋电力孙公司 接受关联方财务资助事项进行了核查,并发表如下意见: 一、财务资助事项概述 为 满 足 日 常 生 产 经 营 的 资 金 需 求 , 公 司 的 孙 公 司 HONGZHAN TECHNOLOGY(THAILAND) CO., LTD.(以下简称"HONG ZHAN")拟接受公 司关联方 HONGLIN TECHNOLOGY(THAILAND) CO., LTD.(以下简称"泰国 泓淋集团")不超过 2 亿泰铢的财务资助,期限自本事项经公司董事会审议通过 之日起不超过 12 ...
三一重能: 三一重能第二届监事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:14
Meeting Overview - The second meeting of the Supervisory Board of SANY Heavy Energy Co., Ltd. was held, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1] Financial Reporting - The Supervisory Board approved the 2025 semi-annual report, confirming that the report accurately reflects the company's financial status and operational results, and that the preparation process adhered to confidentiality regulations [1][2] - The voting result for this agenda was unanimous, with 3 votes in favor [2] Fund Management - The Supervisory Board approved the special report on the storage and actual use of raised funds for the first half of 2025, confirming compliance with relevant regulations and that there were no violations in the use of raised funds [2][3] - This agenda also received unanimous approval with 3 votes in favor [2] Related Transactions - The Supervisory Board approved an increase in the estimated daily related transactions for 2025, stating that these transactions are normal market activities and do not adversely affect the company or its shareholders [3][4] - This agenda will be submitted for approval at the shareholders' meeting [3] Governance Changes - The Supervisory Board agreed to abolish the Supervisory Board and amend the company's articles of association, transferring the supervisory functions to the Audit Committee of the Board of Directors [4] - This agenda will also be submitted for approval at the shareholders' meeting [4] Risk Management - The Supervisory Board approved an increase in the futures hedging business quota for 2025, stating that the decision aligns with actual business needs and includes appropriate risk control measures [4] - This agenda did not require submission to the shareholders' meeting and received unanimous approval [4]
钱江水利: 钱江水利开发股份有限公司关于购买大湾区科创中心办公楼暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-29 17:14
Core Viewpoint - Qianjiang Water Development Co., Ltd. plans to purchase the 16th floor of the China Electric Power Construction Group's Greater Bay Area Science and Technology Innovation Center in Guangzhou for a total price of RMB 33,860,000, which is based on a unit price of RMB 15,552 per square meter [1][2][6]. Summary by Sections 1. Overview of Related Transactions - The transaction involves the purchase of 2,177.2357 square meters of office space in the Greater Bay Area Science and Technology Innovation Center, which is part of a strategy to expand business in Guangdong Province [2][6]. - The transaction does not constitute a major asset restructuring as defined by regulations, and the amount is within the board's authority, thus not requiring shareholder approval [1][2]. 2. Transaction Details - The purchase price is set at RMB 33,860,000, including tax, with a VAT rate of 9% [1][2]. - The seller, China Electric Power Construction Group (Guangzhou) Urban Investment Development Co., Ltd., is an affiliate of the company, and there have been no non-routine related transactions in the past 12 months [1][5]. 3. Financial and Operational Impact - The acquisition is expected to meet the company's future office needs in Guangzhou and is aligned with its operational development strategy [6][16]. - The transaction price is based on market evaluations and comparable office building prices, ensuring it does not adversely affect the company's independence or the interests of minority shareholders [6][16]. 4. Approval Process - The independent directors unanimously agreed that the transaction aligns with the company's operational needs and does not harm the interests of shareholders, particularly minority shareholders [5][17]. - The board meeting held on August 27, 2025, approved the transaction with a unanimous vote of 7 in favor and no opposition [5][17].
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].
西安银行: 西安银行股份有限公司第六届董事会第三十次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 17:11
Core Points - The board of directors of Xi'an Bank held its 30th meeting on August 28, 2025, where several key resolutions were passed [1][2][9] Group 1: Meeting Resolutions - The proposal to abolish the supervisory board was approved with 8 votes in favor [2] - Amendments to the Articles of Association were approved and will be submitted to the shareholders' meeting for review [2] - The proposal to revise the rules for the shareholders' meeting was approved [2] - The proposal to revise the rules for the board meeting was approved [2] - The proposal to revise the audit committee's working rules was approved [2] - The 2025 semi-annual financial report was approved [2][3] - The 2025 semi-annual report and summary were approved [2][3] - The third pillar information disclosure report for 2025 was approved [5] - The updated recovery plan for 2024 was approved [5] - The optimization of the expected credit loss model and key parameter changes were approved [5] - A credit cooperation agreement with Xi'an Public Transport Group Co., Ltd. for 1.5 billion yuan was approved [6][7] - A credit cooperation agreement with Xi'an Municipal Engineering Group Co., Ltd. for 500 million yuan was approved [6][7] - A credit cooperation agreement with Xi'an Datang Xishi Real Estate Co., Ltd. for 293.5 million yuan was approved, with the related director abstaining from the vote [8] - The three-year action plan for inclusive finance was approved [8] - The proposal to convene the third extraordinary shareholders' meeting of 2025 was approved [9]