Core Viewpoint - The company has adjusted the share issuance price and quantity for the acquisition of assets due to the implementation of the 2024 annual equity distribution, with the share price changing from 14.00 CNY to 13.70 CNY and the number of shares increasing from 43,931,249 to 44,893,247 [1][4]. Group 1: Transaction Overview - The company plans to acquire a 71% stake in Zhuoerbo (Ningbo) Precision Electromechanical Co., Ltd. by issuing shares and paying cash, with a total transaction price of 1,118.25 million CNY [2]. - The payment structure includes 503.21 million CNY in cash and 615.04 million CNY through share issuance, calculated at the original price of 14.00 CNY per share [2][4]. - The company intends to raise up to 520.00 million CNY from no more than 35 specific investors as part of the transaction [2]. Group 2: Equity Distribution Implementation - The company held its 2024 annual shareholders' meeting on April 29, 2025, where it approved a cash dividend of 3.00 CNY per 10 shares (including tax) based on the number of shares registered on the equity distribution date [3]. - The profit distribution plan was implemented on June 25, 2025, with a total share capital of 985,121,171 shares as of the equity distribution registration date [4]. Group 3: Adjustments to Share Issuance - The share issuance price was adjusted to 13.70 CNY per share following the implementation of the 2024 annual profit distribution, resulting in an increase in the number of shares to be issued from 43,931,249 to 44,893,247 [4]. - The adjustments were made in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange regarding equity distribution [3][4]. Group 4: Regulatory Approval - The transaction is subject to approval by the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission, with uncertainties regarding the approval timeline [5].

Core Viewpoint - The special legal opinion issued by Beijing Dacheng Law Firm confirms that the stock trading activities of insiders related to Guangdong Yinsai Brand Marketing Group Co., Ltd. during the self-inspection period do not constitute insider trading related to the company's upcoming asset restructuring [1][14]. Group 1: Background and Legal Framework - The special legal opinion is based on the Securities Law, Major Asset Restructuring Management Measures, and relevant disclosure guidelines [1]. - The self-inspection period for insider trading is defined as the six months prior to the stock suspension application until the day before the restructuring report disclosure, specifically from April 22, 2024, to June 4, 2025 [4]. Group 2: Stock Trading Activities - During the self-inspection period, Zhuhai Xuri Investment Partnership sold 358,205 shares of Yinsai Group, with the trading activities unrelated to the restructuring [5]. - Guangdong Chengmeng Investment Partnership sold 113,700 shares on October 10, 2024, also unrelated to the restructuring, and had previously disclosed its reduction plan [7]. - China Merchants Securities and CITIC Securities conducted their trading activities based on publicly available information and maintained strict information isolation to prevent insider trading [10][12]. Group 3: Legal Responsibility and Conclusions - The law firm asserts that the self-inspection reports and declarations from the involved parties are true, accurate, and complete, indicating no insider trading occurred [14]. - The opinion concludes that the trading activities of the relevant institutions during the self-inspection period do not pose a substantial legal obstacle to the upcoming restructuring [14].

Group 1 - The company plans to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, involving multiple stakeholders [1][2] - The Shenzhen Stock Exchange has accepted the application for the share issuance and asset purchase, confirming that the application documents are complete [1] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty in the approval timeline [2]

Group 1 - The company plans to acquire 100% equity of Sichuan Yichong Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2] - The board of directors has approved several related proposals regarding the transaction, including the draft report for the issuance of shares and cash payment [1][2] - The company has made revisions to the draft report, updating the decision-making procedures and approval status related to the transaction [2][3] Group 2 - The revised draft report includes additional disclosures regarding the classification principles of the target company's business asset groups [3] - New disclosures confirm that the transaction complies with relevant regulations, including the restructuring management measures and stock exchange rules [3] - Financial analysis of the target company's asset groups has been added to the management discussion and analysis section of the report [3]

德尔股份（300473）公告，公司拟向上海德迩实业集团有限公司等交易对方以发行股份等方式购买其持 有的爱卓智能科技(上海)有限公司100%股权，并拟向不超过35名特定投资者发行股份募集配套资金。公 司于2025年6月18日收到深圳证券交易所出具的《关于受理阜新德尔汽车部件股份有限公司发行股份购 买资产并募集配套资金申请文件的通知》。深交所根据相关规定对公司报送的申请文件进行了核对，认 为申请文件齐备，决定予以受理。本次交易尚需通过深交所审核并取得中国证监会同意注册的批复，最 终能否通过审核、取得注册，以及最终通过审核、取得注册的时间仍存在不确定性。 ...

国信证券：公司发行股份购买资产暨关联交易事项6月19日上会 智通财经6月12日电，国信证券(002736.SZ)公告称，公司拟通过发行A股股份的方式购买万和证券股份 有限公司96.08%股份。根据深圳证券交易所并购重组审核委员会公告，该事项将于2025年6月19日进行 审议。该交易尚需通过深圳证券交易所审核并取得中国证券监督管理委员会同意注册的批复，存在不确 定性。 ...

证券代码：300757 证券简称：罗博特科 公告编号：2025-045 序号 发行对象名称 发行股数（股） 台州城投沣收一号股权投资合伙企业（有限合 伙） 青岛鹿秀投资管理有限公司-鹿秀长颈鹿 6 号私 募证券投资基金 罗博特科智能科技股份有限公司 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。 罗博特科智能科技股份有限公司（以下简称"公司"或"罗博特科"）拟以 发行股份及支付现金方式购买建广广智（成都）股权投资中心（有限合伙）、苏 州工业园区产业投资基金（有限合伙）、南京永鑫融合创业投资合伙企业（有限 合伙）、上海超越摩尔股权投资基金合伙企业（有限合伙）、尚融宝盈（宁波） 投资中心（有限合伙）、常州朴铧投资合伙企业（有限合伙）、南通能达新兴产 业母基金合伙企业（有限合伙）持有的苏州斐控泰克技术有限公司合计 81.18% 的股权；拟以支付现金方式购买境外交易对方 ELAS Technologies Investment GmbH 持有 ficonTEC Service GmbH 和 ficonTEC Automation GmbH 各 6.97%股 权。同时向 ...

Group 1 - The company plans to acquire a 27.46% stake in Jiangxi Taihao Military Industry Group Co., Ltd. through a share issuance to several investment funds [1] - The transaction is expected to be classified as a related party transaction and will not result in a change of the company's actual controller [1] - The company's stock was suspended from trading on March 24, 2025, due to uncertainties regarding the transaction, with plans to resume trading on April 8, 2025 [2] Group 2 - As of the announcement date, the audit and evaluation work related to the transaction has not been completed, and the company has decided not to convene a shareholders' meeting for the transaction at this time [3] - The company will hold a board meeting to review the transaction once the audit and evaluation are completed, followed by a shareholders' meeting to approve the related proposals [3]

Core Viewpoint - The company, United Optoelectronics, plans to acquire 100% of Dongguan Changyi Optoelectronics through a share issuance and raise matching funds from specific investors, with the stock resuming trading today [1][2]. Group 1: Transaction Details - The share issuance will involve 12 specific investors, with a price set at 16.18 yuan per share, which is at least 80% of the average trading price over the last 20 trading days [2]. - The total amount of matching funds raised will not exceed 100% of the asset purchase price, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [2][3]. - The funds raised will be used for tax payments, intermediary fees, project construction, and to supplement working capital or repay debts, with a maximum of 25% of the transaction price or 50% of the total raised funds allocated for working capital or debt repayment [3]. Group 2: Financial Performance of Target Company - The financial performance of Changyi Optoelectronics shows revenues of 244.17 million yuan, 559.73 million yuan, and 132.85 million yuan for the years 2023 to Q1 2025, with net profits of -50.93 million yuan, 6.10 million yuan, and 7.18 million yuan respectively [5]. Group 3: Control and Governance - Prior to the transaction, there is no existing relationship between the trading parties and the company. However, a voting rights delegation agreement has been signed, indicating a potential future alignment of interests [4]. - The actual controller of the company has not changed due to this transaction, and it does not constitute a major asset restructuring as per regulatory guidelines [5].

中成股份（000151）公告，公司正在筹划发行股份购买中国技术进出口集团有限公司持有的中技江苏清 洁能源有限公司100%股权并募集配套资金。2025年5月27日，公司召开第九届董事会第二十二次会议， 审议通过了关于中成进出口股份有限公司发行股份购买资产并募集配套资金暨关联交易方案的议案。因 本次交易构成关联交易，关联董事已回避表决。具体内容详见公司于同日披露的相关公告。鉴于本次交 易的相关审计、评估等工作尚未完成，公司董事会决定暂不召开股东大会审议本次交易有关事项。待本 次交易涉及的审计、评估等事项完成后，公司将再次召开董事会，对本次交易相关事项作出决议，披露 相关信息，并依照法定程序发布召开股东大会的通知。 ...