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宝地矿业: 新疆宝地矿业股份有限公司简式权益变动报告书(葱岭实业)
Zheng Quan Zhi Xing· 2025-06-19 12:57
Core Viewpoint - The report outlines the equity change of Xinjiang Baodi Mining Co., Ltd. due to the acquisition of 82% equity in Xinjiang Congling Energy Co., Ltd. by issuing shares and cash payment to Kizilsu Congling Industrial Co., Ltd. [1][5] Group 1: Equity Change Details - The equity change is characterized as an increase through asset acquisition, specifically the purchase of 82% equity in Congling Energy [1][5] - After the transaction, Kizilsu Congling will hold 116,528,117 shares in Baodi Mining, representing 12.71% of the total shares [7][19] - Prior to this transaction, Kizilsu Congling did not hold any shares in Baodi Mining [5][12] Group 2: Transaction Structure - The transaction involves issuing shares and a cash payment totaling 64,575 million RMB for the acquisition of Congling Energy [10][16] - The share issuance price is set at 5.15 RMB per share, which is not lower than 80% of the average stock price over the previous 120 trading days [8][10] - The total number of shares to be issued is 116,528,117, calculated based on the transaction price and share price [10][11] Group 3: Regulatory and Approval Process - The transaction requires several approvals, including from state-owned asset supervision authorities, the shareholders' meeting, and the China Securities Regulatory Commission [2][10] - The report confirms that the necessary authorizations and approvals have been obtained for the equity change [2][5] Group 4: Financial Overview of Congling Energy - As of December 31, 2024, Congling Energy's total assets were 71,031.45 million RMB, with total liabilities of 38,619.10 million RMB, resulting in owners' equity of 32,412.35 million RMB [15] - The revenue for 2024 was reported at 35,563.38 million RMB, with a net profit of 8,491.90 million RMB [15]
鸿合科技: 简式权益变动报告书(王京)
Zheng Quan Zhi Xing· 2025-06-10 13:12
Core Viewpoint - The report outlines a significant equity change in Honghe Technology Co., Ltd., where the information disclosure obligor, Wang Jing, is transferring shares to Ruicheng Fund, resulting in a reduction of his stake from 11.07% to 8.30% [1][6][7]. Summary by Sections Section 1: Introduction - The report is prepared in accordance with relevant Chinese laws and regulations, detailing the equity change of Wang Jing in Honghe Technology Co., Ltd. [1]. Section 2: Information Disclosure Obligor - Wang Jing is identified as the information disclosure obligor, with no other significant shareholdings in other listed companies [3][4]. Section 3: Purpose of Equity Change - The purpose of the equity change is to introduce investors with substantial advantages in industrial resources and investment management, thereby optimizing the company's assets and enhancing its operational governance and competitive strength [4][5]. Section 4: Equity Change Method - Wang Jing is transferring 6,550,682 shares, representing 2.77% of the total share capital, to Ruicheng Fund through a share transfer agreement [6][9]. - Post-transfer, Ruicheng Fund will hold 25.00% of the shares, gaining control over the company [6][9]. Section 5: Share Transfer Agreement - The total consideration for the share transfer is approximately RMB 1.575 billion, with a per-share price of RMB 26.6227 [9][10]. - The agreement includes provisions for a joint account for the transfer process and stipulates payment arrangements for the share transfer price [11][12]. Section 6: Governance and Control - The agreement includes commitments from Wang Jing not to seek control of the company and to maintain stability in governance post-transfer [7][22]. - The board of directors will be restructured within 30 days post-transfer, allowing the new controlling party to nominate a majority of the board members [24][25]. Section 7: Lock-up and Voting Rights - The shares acquired by Ruicheng Fund will be subject to lock-up periods as per regulatory requirements, and there will be arrangements for the waiver of voting rights by certain shareholders to stabilize control [26][27].
鸿合科技: 国泰海通证券股份有限公司关于鸿合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· 2025-06-10 13:09
Core Viewpoint - The financial advisor, Guotai Junan Securities Co., Ltd., has issued a verification opinion on the detailed equity change report of Honghe Technology Co., Ltd., confirming the legality and compliance of the equity change process and the financial advisor's independence and objectivity [2][3][5]. Group 1: Equity Change Overview - The equity change involves the acquisition of 59,159,978 shares of Honghe Technology, representing 25.00% of the total share capital, by Ruicheng Fund [21][22]. - The total transfer price for the shares is approximately RMB 1,574,998,346.30, at a price of RMB 26.6227 per share [27]. Group 2: Financial Status of the Disclosing Obligor - As of the date of the verification opinion, Ruicheng Fund's total assets are RMB 9,174.14 million, with total liabilities of RMB 836.39 million and total equity of RMB 8,337.75 million [18]. - The net profit for the year 2024 is reported at RMB 2,462.26 million, with a return on equity of 29.53% [18]. Group 3: Compliance and Regulatory Aspects - The disclosing obligor has confirmed that it does not have any direct or indirect holdings in other listed companies that exceed 5% of their issued shares [15][16]. - The disclosing obligor and its controlling shareholder have not undergone any changes in the last two years [17]. Group 4: Future Plans and Governance - The disclosing obligor does not plan to change the main business of the listed company or make significant adjustments within the next 12 months [28]. - There are no plans for major changes to the existing employee structure or significant adjustments to the company's dividend policy following the equity change [30].
达刚控股: 详式权益变动报告书(第三次修订稿)
Zheng Quan Zhi Xing· 2025-06-05 13:36
达刚控股集团股份有限公司 详式权益变动报告书(第三次修订稿) 达刚控股集团股份有限公司 上市公司名称:达刚控股集团股份有限公司 股票上市地点:深圳证券交易所 股票简称:达刚控股 股票代码:300103 信息披露义务人一:上海曼格睿企业管理合伙企业(有限合伙) 住所:上海市崇明区新海镇星村公路 700 号(上海新海经济开发区) 通讯地址:浙江省嘉兴市南湖区嘉兴智慧创业园 9 号楼 B 座 501 室 信息披露义务人二:陈可 住所:浙江省嘉兴市秀洲区**** 通讯地址:浙江省嘉兴市秀洲区**** 一致行动人:孙建西 住所:西安市雁塔区**** 通讯地址:陕西省西安市高新区**** 一致行动人:李太杰 住所:西安市雁塔区**** 通讯地址:陕西省西安市高新区**** 权益变动性质:增加(协议转让、表决权委托) 签署日期:二〇二五年六月五日 达刚控股集团股份有限公司 详式权益变动报告书(第三次修订稿) 修订说明 信息披露义务人已于 2024 年 10 月 28 日公告了《达刚控股集团股份有限公司详式权 益变动报告书》,并于 2024 年 11 月 20 日公告了《详式权益变动报告书(修订稿)》、 于 2024 年 1 ...
川仪股份: 川仪股份简式权益变动报告书(四联集团、渝富控股)
Zheng Quan Zhi Xing· 2025-05-30 10:37
Core Viewpoint - The report outlines the equity changes of Chongqing Chuan Yi Automation Co., Ltd., indicating a reduction in shares through a transfer agreement and voting rights delegation, leading to a change in control of the company [1][2]. Group 1: Equity Change Details - The equity change involves a reduction in shares through an agreement transfer and voting rights delegation, signed in May 2025 [1]. - The equity change is subject to necessary approvals as per relevant laws and regulations, with some uncertainty regarding the approval timeline [2]. - The report confirms that the information disclosed is comprehensive and that no additional shares have been acquired or disposed of outside the report [2]. Group 2: Parties Involved - The information disclosing parties include China Four Link Instrument Group Co., Ltd. and Chongqing Yufu Holding Group Co., Ltd., with Chongqing Water Environment Holding Group Co., Ltd. acting as a concerted party [1][2]. - China Four Link Instrument Group has a registered capital of 2 billion RMB and is involved in various industrial automation and environmental equipment sectors [6]. - Chongqing Yufu Holding Group has a registered capital of 1.68 billion RMB and is a state-owned enterprise focused on investment and asset management [7]. Group 3: Shareholding Structure - After the equity change, the controlling shareholder will be Guo Ji Instrumentation, which will hold 29.91% of the voting rights in Chuan Yi Automation [14]. - The shareholding structure indicates that Four Link Group will reduce its holdings from 30.09% to 10.83%, while Yufu Holding will delegate its voting rights to Guo Ji Instrumentation [14]. - The report details the shareholding percentages before and after the equity change, highlighting the shift in control [14]. Group 4: Purpose of Equity Change - The purpose of the equity change is to optimize state-owned capital layout and enhance the development of the instrument and automation industry [12]. - The transaction aims to improve national strategic capabilities and accelerate the advancement of high-end manufacturing [12]. Group 5: Future Plans - The parties involved plan to transfer at least 10% of their shares in Chuan Yi Automation to Guo Ji Instrumentation within the next twelve months [13]. - The report indicates that the parties will comply with legal requirements for timely information disclosure regarding any future share changes [13].
光韵达: 联储证券股份有限公司关于深圳光韵达光电科技股份有限公司详式权益变动报告书之2025年第一季度持续督导报告
Zheng Quan Zhi Xing· 2025-05-13 09:26
Core Viewpoint - The acquisition of Shenzhen Guangyun Da Optoelectronics Technology Co., Ltd. by Guangyun Da Group has resulted in a change of control, with Guangyun Da Group becoming the controlling shareholder and Zeng Sanlin as the actual controller of the company [2][8]. Group 1: Equity Change and Share Transfer - Guangyun Da Group acquired a total of 107,400,017 shares from Huo Ruohong, Wang Rong, and Yao Caihong, representing 21.72% of the total share capital of the company [2][8]. - Following the transaction, Guangyun Da Group directly holds 25,498,000 shares, accounting for 5.16% of the total share capital, and enjoys voting rights for the entire 107,400,017 shares [2][8]. - The share transfer was completed on December 12, 2024, with the registration confirmed by the China Securities Depository and Clearing Corporation [2][8]. Group 2: Financial Advisory and Compliance - Lianchu Securities Co., Ltd. was appointed as the financial advisor for Guangyun Da Group during this equity change, with ongoing supervisory responsibilities for 12 months post-completion [3][9]. - The company has adhered to legal and regulatory requirements during the equity change process, ensuring compliance with the Company Law and Securities Law [9][27]. Group 3: Future Plans and Commitments - Guangyun Da Group has no immediate plans to adjust the main business operations of the company within the next 12 months, focusing instead on maintaining normal operations [16][19]. - The group has committed to not transferring shares in any manner that would affect control within 18 months post-acquisition [10][11]. - There are no significant changes planned for the company's employee hiring policies or dividend policies at this time [23][24]. Group 4: Corporate Governance and Structure - The company has established a good corporate governance structure and internal control system, ensuring independent operation of the board and management [9][12]. - Adjustments to the board of directors and management personnel are planned to enhance governance and management levels following the equity change [20][21]. - The company has also made amendments to its articles of association to improve its corporate governance structure [22].