吸收合并
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本立科技: 长城证券股份有限公司关于浙江本立科技股份有限公司吸收合并全资子公司暨变更部分募集资金投资项目实施主体的核查意见
Zheng Quan Zhi Xing· 2025-08-29 16:41
Core Viewpoint - The company, Zhejiang Benli Technology Co., Ltd., is undergoing a merger with its wholly-owned subsidiary, Linhai Benli Technology Co., Ltd., which involves changing the implementation subject of certain fundraising investment projects. This merger aims to optimize the management structure and enhance operational efficiency without adversely affecting the company's financial status or business development [10][12][13]. Group 1: Basic Information of the Companies - Zhejiang Benli Technology Co., Ltd. was established on May 13, 2011, with a registered capital of 106 million RMB and operates in various technology and chemical sectors [1]. - Linhai Benli Technology Co., Ltd. was founded on April 19, 2022, with a registered capital of 300 million RMB, focusing on pharmaceutical production and technology services [2][4]. Group 2: Financial Overview - As of the latest audited figures, Zhejiang Benli Technology has total assets of approximately 1.59 billion RMB, total liabilities of about 294 million RMB, and owner’s equity of around 1.30 billion RMB [2]. - Linhai Benli Technology's total assets are approximately 357 million RMB, with total liabilities of about 55 million RMB and owner’s equity of around 303 million RMB [4]. Group 3: Merger Details - The merger will involve the absorption of all assets, liabilities, and equity of Linhai Benli, with the company continuing its operations post-merger and applying for the cancellation of Linhai Benli's independent legal status [4][10]. - The management of the company is authorized to handle all matters related to the merger, including asset transfers and regulatory compliance [4][10]. Group 4: Fundraising and Investment Projects - The company raised a total of 751.4 million RMB through its initial public offering, with a net amount of approximately 683.26 million RMB after deducting issuance costs [5]. - The investment projects funded by the raised capital include various technology and infrastructure projects, with the total investment amounting to approximately 47.61 million RMB [7][11]. Group 5: Changes in Implementation Subjects - The implementation subjects for the "Research and Development Center Construction Project" and "Acquisition of Land Use Rights and Preliminary Infrastructure Construction" will change from Linhai Benli to Zhejiang Benli, while the investment amounts and project purposes remain unchanged [10][11]. - The change in implementation subjects is expected to enhance resource allocation and improve the efficiency of fundraising utilization without altering the intended use of the funds [11][13]. Group 6: Approval Process - The merger and changes in project implementation subjects have been approved by the company's board of directors and supervisory board, and will be submitted for shareholder approval [12][13]. - The supervisory board supports the merger as it aligns with the company's strategic development needs and will not materially impact the company's financial condition [12][13].
并购重组热度不减 上市公司吸收合并案例频现
Zheng Quan Shi Bao· 2025-08-28 17:56
Core Viewpoint - The merger and acquisition (M&A) market is experiencing increased activity, with a rise in the number of cases involving listed companies, particularly in cross-industry and cross-market mergers, reflecting accelerated industrial integration and diversified payment methods [1][2]. Group 1: M&A Activity - Recently, Zhenyang Development announced a significant asset restructuring plan involving a merger with Zhejiang Huhangyong, where Zhejiang Huhangyong will issue A-shares to acquire Zhenyang Development through a share swap [2][3]. - Zhenyang Development operates in the chemical raw materials and products manufacturing sector, while Zhejiang Huhangyong focuses on high-grade highway construction and management, highlighting the rarity of cross-market mergers [2][3]. - The merger is part of a broader trend, with an increase in absorption mergers among listed companies, including four A-to-A mergers and one A-to-H merger in the past year [4]. Group 2: Policy and Market Environment - The recent surge in absorption mergers is closely linked to supportive policies, with the China Securities Regulatory Commission (CSRC) encouraging such mergers as a key focus of the current M&A policy [4][5]. - The revised M&A regulations introduced by the CSRC in May included over 20 adjustments, establishing simplified review procedures for absorption mergers among listed companies [4][5]. Group 3: Payment Methods - The current M&A wave is characterized by diversified payment methods, moving beyond traditional cash and stock options to include convertible bonds, acquisition loans, and acquisition funds [7]. - The use of various payment tools allows acquirers to tailor their payment strategies according to their financial situations, potentially reducing risks associated with single payment methods [7].
利安隆: 关于控股子公司间吸收合并及减资暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-27 16:18
Core Viewpoint - The company, Tianjin Lianlong New Materials Co., Ltd., has approved a merger between its subsidiaries, Tianjin Aoruifei Biopharmaceutical Co., Ltd. and Tianjin Aolife Biotechnology Co., Ltd., to optimize resource allocation and improve management efficiency [1][9]. Summary by Sections 1. Overview of Related Transactions - The merger will involve Aoruifei absorbing Aolife, leading to Aolife's termination and cancellation of its legal status. Aoruifei will inherit all assets, liabilities, and rights from Aolife, and its registered capital will be reduced from 1.5 billion to 1.282 billion yuan [1][7]. 2. Basic Information of Related Parties - Tianjin Jukanglong Enterprise Management Partnership (Limited Partnership) holds a 30% stake in Aoruifei. The partnership is formed by the company's directors and senior management [2][4]. 3. Basic Information of the Merged Entities - Aolife has a registered capital of 5 million yuan and focuses on biochemistry product R&D and manufacturing. Aoruifei has a registered capital of 10 million yuan and engages in medical research and specialized chemical product sales [4][6]. 4. Arrangements for Merger and Capital Reduction - After the merger, Aoruifei will reduce its registered capital by 218 million yuan, and all assets and liabilities of Aolife will be transferred to Aoruifei [7][8]. 5. Pricing Policy and Basis for the Transaction - The pricing for the merger is based on the profitability and net asset scale of Aoruifei and Aolife, ensuring fairness and reasonableness in the transaction [9][11]. 6. Impact and Purpose of the Merger - The merger aims to optimize resource allocation, enhance management efficiency, and reduce management costs, with no substantial impact on the company's operations or shareholder interests [9][10]. 7. Board and Independent Director Review - The independent directors and the board's audit committee have reviewed and approved the merger, concluding it benefits the company and does not harm shareholder interests [10][11].
东风股份: 东风汽车股份有限公司关于控股股东权益变动暨控股股东拟被吸收合并的提示性公告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Core Viewpoint - Dongfeng Motor Corporation's indirect controlling shareholder, Dongfeng Motor Group Co., Ltd., is set to be absorbed by its wholly-owned subsidiary, Dongfeng Motor Group (Wuhan) Investment Co., Ltd., which will become the direct controlling shareholder of Dongfeng Motor Co., Ltd. after the merger [1][4]. Summary by Sections 1. Basic Information of the Merger - The merger involves Dongfeng Motor Group (Wuhan) Investment Co., Ltd. as the absorbing party and Dongfeng Motor Group Co., Ltd. as the absorbed party [2]. - Dongfeng Motor Group (Wuhan) Investment Co., Ltd. has a registered capital of 61.05 million yuan and was established on December 31, 1992 [2]. - Dongfeng Motor Group Co., Ltd. has a registered capital of 858.937 million yuan and was established on May 18, 2001 [2]. 2. Shareholding Control Before and After the Merger - Before the merger, Dongfeng Group Co., Ltd. directly held 55% of Dongfeng Motor Co., Ltd.'s shares [3]. - After the merger, Dongfeng Investment will directly hold 55% of the shares, while Dongfeng Group Co., Ltd. will no longer hold any shares [4]. 3. Impact of the Merger - The merger will not change the actual controller of the company, which remains under the State-owned Assets Supervision and Administration Commission [4]. - The financial status of Dongfeng Motor Co., Ltd. will not be affected, and there will be no significant impact on its production and operation [4].
天通股份: 天通股份关于吸收合并事项通知债权人的公告
Zheng Quan Zhi Xing· 2025-08-25 16:35
本次吸收合并事项不构成《上市公司重大资产重组管理办法》规定的重大资 产重组。本次事项在董事会审批权限范围内,无需提交公司股东大会审议。董事 会授权公司经营管理层负责办理吸收合并的相关事宜。 证券代码:600330 证券简称:天通股份 公告编号:2025-044 二、需债权人知晓的相关信息 根据《中华人民共和国公司法》等相关法律、法规的规定,相关债权人自接 到通知之日起三十日内、未接到通知者自本公告披露之日起四十五日内,均有权 凭有效债权文件及相关凭证要求公司清偿债务或者提供相应担保。债权人如未在 上述规定期限内行使上述权利的,不会因此影响其债权的有效性,在吸收合并后 由天通智能继续履行。债权人可持证明债权债务关系合法存续的合同、协议及其 他相关凭证的原件及复印件到公司申报债权。 天通控股股份有限公司 关于吸收合并事项通知债权人的公告 债权人为法人的,需同时携带该法人的营业执照副本原件及复印件、法定代 表人身份证明文件;委托他人申报的,除上述文件外,还需携带授权委托书和代 理人有效身份证件的原件及复印件。 本公司董事会及全体董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 ...
掌趣科技:拟吸收合并全资子公司聚游掌联
Ge Long Hui· 2025-08-22 12:57
Core Viewpoint - The company, Changqu Technology, has decided to absorb its wholly-owned subsidiary, Beijing Juyou Zhanglian Technology Co., Ltd., to optimize resource allocation and improve operational efficiency [1] Group 1 - The absorption merger will result in the cancellation of Juyou Zhanglian, with all its debts and credits being inherited by the merged entity [1] - All rights and obligations attached to the assets and liabilities of Juyou Zhanglian will be legally enjoyed and undertaken by the company after the merger [1]
推迟21天!国泰海通将于9月12日实施法人切换,公司回应
Nan Fang Du Shi Bao· 2025-08-20 08:53
Core Viewpoint - Guotai Haitong has postponed the planned transition of legal entities and customer and business migration from August 22 to September 12, 2023, to ensure thorough preparation and orderly progress of related matters [2][4]. Group 1: Announcement Details - The postponement of the legal entity transition and customer migration has received support from various institutions, including China Securities Depository and Clearing Corporation and multiple stock exchanges [4]. - The transition involves complex coordination with numerous external institutions, and the adjustment aims to ensure smooth implementation while safeguarding customer interests [4][5]. Group 2: Business Impact - The company assures that the main business and services will continue to operate normally during the transition, with only minor disruptions to some cross-period services [5]. - Guotai Haitong's performance has significantly improved due to the acquisition, with a projected net profit for the first half of 2025 expected to increase by 205% to 218% year-on-year [5]. - As of August 20, Guotai Haitong's stock price rose by 1.52%, reaching 20.70 CNY per share, with a total market capitalization of 348.1 billion CNY, reflecting a 26.53% increase since the name change on April 11 [5].
联泓新科:拟吸收合并全资子公司联泓化学
Mei Ri Jing Ji Xin Wen· 2025-08-15 08:41
每经AI快讯,8月15日,联泓新科(003022.SZ)公告称,为实现一体化管理,提升管理效能和降低成本, 公司拟吸收合并全资子公司联泓化学。吸收合并后,联泓化学的资产、负债、权益、业务及其他一切权 利与义务将由公司承担,并向相关主管部门申请注销其法人资格。本次吸收合并不构成关联交易或重大 资产重组,已通过董事会和监事会审议,尚需提交股东大会审议。联泓化学财务报表已纳入公司合并报 表,本次吸收合并不会对公司财务状况产生影响,符合公司发展战略和全体股东利益。 ...
湖南和顺石油股份有限公司第四届董事会第四次会议决议公告
Shang Hai Zheng Quan Bao· 2025-08-08 18:52
Group 1 - The company held its fourth board meeting on August 8, 2025, where all seven directors attended, ensuring the meeting's legality and validity [2][4] - The board unanimously approved the proposal to use up to RMB 200 million of idle funds for securities investment, which can be rolled over within 12 months [3][18] - The investment will include new stock subscriptions, stock and depositary receipt investments, bond investments, and other recognized investment activities [3][20] Group 2 - The board also approved the establishment of a securities investment management system to regulate investment decision-making and trading management [6][10] - The company plans to absorb and merge its wholly-owned subsidiary, Xiangtan Zhongyou Sales Co., Ltd., to enhance resource utilization and operational efficiency [8][28] - This merger will not constitute a related party transaction or a significant asset restructuring, thus not requiring shareholder approval [28][31]
和顺石油: 和顺石油第四届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 16:23
Group 1 - The company held its fourth board meeting on August 8, 2025, with all seven directors present, ensuring compliance with legal and regulatory requirements [1] - The board unanimously approved the proposal to use up to RMB 200 million of idle funds for securities investment, with a 12-month rolling usage period [1][2] - The investment scope includes new stock subscriptions, stock and depositary receipt investments, bond investments, and other recognized investment activities [1] Group 2 - The board approved the establishment of a securities investment management system, with details available on the Shanghai Stock Exchange website [2] - The company plans to absorb and merge its wholly-owned subsidiary, Xiangtan Zhongyou Sales Co., Ltd., to enhance resource utilization, operational efficiency, and reduce management costs [2][3] - Following the merger, Xiangtan Zhongyou will be legally dissolved, and all its business, assets, personnel, debts, and claims will be inherited by the company [2][3]