向特定对象发行A股

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开开实业: 北京市中伦律师事务所关于上海开开实业股份有限公司2024年度向特定对象发行A股股票之发行过程和认购对象合规性的法律意见书
Zheng Quan Zhi Xing· 2025-07-10 16:09
Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms the compliance of Shanghai Kaikai Industrial Co., Ltd.'s issuance of A-shares to specific targets for the year 2024, ensuring that all necessary approvals and regulatory requirements have been met [1][10][15]. Group 1: Issuance Approval and Authorization - The internal approvals for the issuance include multiple resolutions regarding the conditions for issuing A-shares, feasibility analysis, and agreements with the controlling shareholder [7][8]. - The issuance has received approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission (CSRC), confirming compliance with relevant regulations [9][10]. Group 2: Issuance Process and Results - The issuance involves a total of 19,651,945 shares at an adjusted price of 8.09 yuan per share, raising a total of 158,984,235.05 yuan [12][13]. - The subscription agreement has been signed with the controlling shareholder, detailing the terms of the subscription, including price, quantity, and payment methods [12][14]. Group 3: Compliance of Subscription Objects - The subscription object, Shanghai Kaikai (Group) Co., Ltd., is the controlling shareholder and has been verified as a qualified institutional investor, meeting the suitability requirements [17][18]. - The funds for the subscription are confirmed to be from legitimate sources, with no involvement of prohibited financing methods [18][19].
国星光电: 关于2025年度向特定对象发行A股股票摊薄即期回报的风险提示及填补回报措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-07-10 11:12
Core Viewpoint - The announcement details the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to compensate for this dilution and commitments from relevant parties [1][4][14]. Financial Impact - The company plans to raise a maximum of 981.32 million yuan (approximately 98.13 million) through the issuance of up to 185,543,150 shares, which will increase the total share capital from 618,477,169 shares to 804,020,319 shares [1][2]. - The basic earnings per share (EPS) under three scenarios (flat, 20% increase, and 20% decrease in profit) are projected to be 0.0833 yuan, 0.1000 yuan, and 0.0667 yuan respectively, indicating a potential dilution effect [2][3]. - The weighted average return on equity (ROE) is expected to decrease from 1.35% to 1.08% under the scenario of a 20% decrease in profit [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects related to Mini/Micro LED production, optical sensing, smart home displays, and other initiatives that align with the company's existing business and national industrial policies [4][5]. - The projects are expected to enhance the company's core competitiveness and sustainable development capabilities, providing a strong market outlook [4][11]. Project Implementation Readiness - The company has established a solid foundation in terms of personnel, technology, and market management to ensure the successful implementation of the fundraising projects [5][6][7]. - The company has a strong R&D capability, with a 2024 R&D investment of 190.85 million yuan, representing 5.50% of revenue, and has filed over 1,200 patents [7][8]. Measures to Mitigate Dilution Risk - The company will enhance fundraising management, accelerate project implementation, and ensure efficient use of raised funds to improve profitability [11][12]. - It will strengthen strategic partnerships with existing clients and explore new business markets to maintain competitive advantage [12][13]. - The company will also improve its governance structure to protect shareholder rights and ensure compliance with relevant regulations [12][13]. Commitments from Relevant Parties - The company's board and senior management have committed to ensuring the effectiveness of measures to compensate for the dilution of immediate returns [14][15]. - The controlling shareholder and actual controller have also made commitments to not interfere with the company's management and to compensate for any losses incurred due to non-compliance with these commitments [14][15].
石大胜华: 石大胜华2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The company is holding a temporary shareholders' meeting on July 17, 2025, to discuss extending the validity period of the resolution for the non-public issuance of A-shares from 2022 [1][4] - The meeting will be conducted both in-person and via an online voting platform, ensuring participation from shareholders [1][2] - The company aims to extend the validity period of the resolution for issuing A-shares by an additional twelve months, as the current validity is set to expire soon [3][4] Meeting Details - The meeting will take place at the company's office in Dongying, Shandong Province, starting at 14:00 [1] - Shareholders must arrive 30 minutes early for registration and must present valid identification to attend [2] - The meeting will include a voting process overseen by designated representatives to ensure transparency [2][3] Agenda Items - The primary agenda item is to extend the validity period of the 2022 resolution regarding the non-public issuance of A-shares and the authorization for the board of directors to handle related matters [3][4] - The company has previously held several meetings to discuss and approve related resolutions, indicating a structured approach to governance [3]
高新兴: 第六届监事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-07-09 11:13
证券代码:300098 证券简称:高新兴 公告编号:2025-039 高新兴科技集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确和完整,没有虚 假记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 及相关法律法规的规定。 二、监事会会议审议情况 与会监事对本次会议审议的议案进行讨论,并以表决票表决的方式进行了审 议表决: (一)审议通过了《关于公司符合向特定对象发行 A 股股票条件的议案》 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司证券 发行注册管理办法》等有关法律法规的规定,对照上市公司向特定对象发行 A 股股票的条件,经逐项自查论证后,公司已符合向特定对象发行 A 股股票的资 格和条件。 议案表决结果:本议案 3 票同意,0 票反对,0 票弃权获得通过。本议案尚 需提交股东大会审议。 (二)逐项审议通过了《关于公司 2025 年度向特定对象发行 A 股股票方案 的议案》 本次向特定对象发行的股票种类为境内上市人民币普通股(A 股),每股面 值为人民币 1.00 元。 九次会议于 2025 年 7 月 9 日在广州市黄埔区科学城开创大道 2819 号一号楼一楼 党建 ...
石大胜华: 石大胜华第八届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 11:12
Group 1 - The supervisory board of Shida Shenghua New Materials Group Co., Ltd. held its tenth meeting of the eighth session on July 7, 2025, via email and telephone, ensuring compliance with relevant laws and regulations [1] - The meeting was attended by all three supervisory board members, and the chairman, Mr. Gao Jianhong, presided over the meeting [1] - The supervisory board approved the adjustment of the 2022 A-share issuance plan, reducing the total fundraising amount from no more than 1,990 million yuan to no more than 1,000 million yuan, with unanimous support from all members [1]
德昌股份: 宁波德昌电机股份有限公司第二届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 10:12
Meeting Overview - The second supervisory board meeting of Ningbo Dechang Electric Motor Co., Ltd. was held on July 5, 2025, with all three supervisors present, and all proposals were approved without opposition or abstentions [1][7]. Fundraising Plan Adjustment - The company has adjusted its plan for the issuance of A-shares to specific targets, with a total fundraising amount not exceeding 1,523.801 million yuan (including principal) [2][5]. - The total investment amount for the projects funded by the raised capital is 2,140.104 million yuan, with specific allocations for various projects [2][5]. Project Investment Details - The company plans to invest 414.8976 million yuan in a project approved by the board, which involves the production of 1.2 million smart kitchen appliances annually, expanding capacity to 1.8 million units [2][3]. - Another project, involving the production of 5.6 million automotive steering and braking system motors, has a total investment of 240.98374 million yuan, with 154.0313 million yuan allocated from the raised funds [5][6]. Approval and Compliance - The supervisory board unanimously agreed that the adjusted fundraising plan complies with relevant laws and regulations, and it is in the best interest of the company and all shareholders, particularly minority shareholders [6][8]. - The proposals will be submitted for approval at the shareholders' meeting [7][9].
海思科: 中信证券股份有限公司关于海思科医药集团股份有限公司向特定对象发行A股股票之发行保荐书
Zheng Quan Zhi Xing· 2025-07-07 04:12
中信证券股份有限公司 关于 海思科医药集团股份有限公司 向特定对象发行A股股票 之 发行保荐书 保荐人(主承销商) 广东省深圳市福田区中心三路8号卓越时代广场(二期)北座 二〇二五年六月 海思科医药集团股份有限公司向特定对象发行 A 股股票申请文 件 发 (以下简称"《证券法》")、 《证券发行上市保荐 业务管理办法》、《上市公司证券发行注册管理办法》(以下简称"《注册管理办 法》 ")等有关法律、行政法规和中国证券监督管理委员会、深圳证券交易所的规 定,诚实守信,勤勉尽责,严格按照依法制定的业务规则和行业自律规范出具发 行保荐书,并保证所出具文件真实、准确、完整。 行保荐书 目 录 五、本次发行符合《 <注册管理办法> 第九条、第十条、第十一条、第十三 条、第四十条、第五十七条、第六十条有关规定的适用意见——证券期货 六、对发行人符合《关于首发及再融资、重大资产重组摊薄即期回报有关事 海思科医药集团股份有限公司向特定对象发行 A 股股票申请文件 发行保荐书 声 明 本保荐人及保荐代表人根据《中华人民共和国公司法》(以下简称"《公司 法》 ")、 《中华人民共和国证券法》 本发行保荐书中如无特别说明,相关用语 ...
海思科: 北京市中伦律师事务所关于海思科医药集团股份有限公司2025年度向特定对象发行A股股票的法律意见书
Zheng Quan Zhi Xing· 2025-07-07 04:12
Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Haisco Pharmaceutical Group Co., Ltd. has obtained the necessary internal approvals and authorizations for its upcoming issuance of A-shares to specific investors, pending review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission [1][4][25]. Group 1: Approval and Authorization - The shareholders' meeting of the issuer has legally approved the issuance and authorized the board of directors to handle related matters [4]. - The issuer has obtained all necessary internal approvals and authorizations for the issuance of shares [4][25]. Group 2: Subject Qualification - The issuer is a joint-stock company established in accordance with the Company Law and has been registered since August 23, 2010 [4]. - The issuer is currently in good standing and possesses the qualifications required for the issuance of shares [4]. Group 3: Substantial Conditions for Issuance - The issuance complies with the conditions set forth in the Company Law and Securities Law, as well as relevant regulations [4][11]. Group 4: Share Capital Evolution - The issuer's total share capital has undergone several changes since its initial public offering, with the current total share capital amounting to 1,119,917,970 shares as of the latest issuance [5][8][17]. Group 5: Major Shareholders and Control - As of March 31, 2025, major shareholders include Wang Junmin, Fan Xiulian, and Zheng Wei, with Wang Junmin holding 35.68% of the total shares [9][10]. - Wang Junmin is identified as the actual controller of the issuer, with significant influence over strategic decisions [9][10]. Group 6: Independence of the Issuer - The issuer maintains independence in its assets, personnel, finance, and operations, ensuring its ability to operate continuously in the market [10]. Group 7: Business Operations - The issuer's main business involves the research, production, and sale of pharmaceuticals, with operations running normally and no significant changes in business nature [11]. Group 8: Related Transactions and Competition - The issuer has established clear procedures for related transactions, ensuring fairness and compliance with regulations, and there are no significant competitive issues with related parties [12][13]. Group 9: Major Assets - As of March 31, 2025, the issuer owns various assets, including land use rights, trademarks, and patents, with no disputes affecting the issuance [17][19]. Group 10: Fund Utilization - The total amount to be raised from the issuance is not to exceed 1,365.2567 million yuan, which will be used for new drug research and development projects and to supplement working capital [21][23].
汇得科技: 汇得科技关于第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Meeting Overview - The fourth board meeting of Shanghai Huidet Technology Co., Ltd. was held on July 4, 2025, with all six directors present, confirming the legality and validity of the meeting [1][2]. A-Share Issuance Proposal - The board approved the proposal for the company to issue A-shares to specific investors, meeting the conditions set by relevant laws and regulations [2][3]. - The issuance will involve no more than 35 specific investors, including qualified institutional investors and natural persons [3][6]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [3][4]. Fundraising and Use of Proceeds - The total amount to be raised from the issuance is capped at RMB 580 million, with net proceeds allocated entirely to polyurethane new material projects [7][9]. - If the actual net proceeds are less than the planned investment, the board will adjust the investment projects accordingly [7][9]. Stock Issuance Details - The maximum number of shares to be issued will not exceed 30% of the total shares before the issuance, amounting to a maximum of 42,339,800 shares [6][7]. - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [6][7]. Shareholder Meeting - The proposals will be submitted for approval at the company's first extraordinary general meeting of 2025, scheduled for July 21, 2025 [17].
超讯通信: 超讯通信:2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-04 16:12
Group 1 - The company is holding a shareholders' meeting to discuss important resolutions and ensure the orderly conduct of the meeting [1][2] - Shareholders are entitled to rights such as speaking, consulting, and voting, but must follow the company's arrangements for these activities [1][2] - The meeting will include the reporting of attendance, deliberation of proposals, voting, and announcement of results [2][5] Group 2 - Proposal 1 involves extending the validity period of the resolution for the issuance of A-shares to specific targets until 12 months after the second extraordinary shareholders' meeting in 2025 [4][6] - Proposal 2 seeks to extend the authorization for the board of directors and its authorized personnel to handle the issuance of A-shares until 12 months after the second extraordinary shareholders' meeting in 2025 [6]