股份认购
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韶能股份: 广东韶能集团股份有限公司关于与特定对象签署附条件生效的股份认购协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The company plans to issue shares to Jin Cai Investment, raising up to RMB 400 million, with Jin Cai Investment committing to purchase all shares issued, which will result in both Jin Cai Investment and the company's largest shareholder becoming controlling shareholders [1][2][10]. Group 1: Issuance Details - The company intends to issue no more than 30% of its total share capital prior to the issuance, with total fundraising not exceeding RMB 400 million [1][2]. - The issuance price is set at RMB 3.96 per share, which is not less than 80% of the average trading price over the previous 20 trading days [4][7]. - The issuance is subject to approval from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission [1][12]. Group 2: Related Party Transactions - Jin Cai Investment is considered a related party as it is controlled by the same entity as the company's largest shareholder, and both parties have signed a concerted action agreement [2][3]. - The transaction does not constitute a major asset restructuring as defined by relevant regulations [2][10]. - The shares subscribed by Jin Cai Investment will be subject to a lock-up period of 18 months post-issuance [8]. Group 3: Financial Impact - The funds raised will be used to supplement working capital, which is expected to enhance the company's financial strength and reduce its debt-to-asset ratio [10][11]. - The transaction aims to optimize the shareholder structure and improve the company's competitive position in the market [10][11]. - Following the issuance, both total assets and net assets of the company will increase, leading to a more reasonable financial structure [11].
九华旅游: 九华旅游关于与特定对象签署附条件生效的股份认购协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-05-20 13:37
Group 1 - The company is planning to issue A-shares to specific investors, including its controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism and Health Group Co., Ltd, which constitutes a related party transaction [1][2] - The issuance requires approval from higher-level state-owned asset management departments, the company's shareholders' meeting, and must be reviewed and registered by the Shanghai Stock Exchange and the China Securities Regulatory Commission [1][12] - The controlling shareholder holds 29.93% of the company's shares and is recognized as a related party under the Shanghai Stock Exchange's regulations [2][3] Group 2 - The transaction involves the subscription of A-shares at a price not lower than 80% of the average trading price over the previous 20 trading days, and not lower than the latest audited net asset value per share [4][5] - The final issuance price will be determined after the review and registration process, and the controlling shareholder will not participate in the pricing process but agrees to subscribe at the same price as other investors [5][7] - The funds raised will be used for various projects, including the renovation of hotels and improvements to transportation facilities, which will enhance the company's competitiveness and profitability [11][12] Group 3 - The company will not change its controlling shareholder or management structure as a result of this issuance [12] - The board of directors has approved the related party transaction, with related directors abstaining from voting [13] - The transaction is subject to various procedural requirements, including approvals from state-owned asset management departments and the shareholders' meeting [12][13]