要约收购

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12连板大牛股!上交所出手,暂停部分账户交易
Zheng Quan Shi Bao· 2025-09-18 22:32
天普股份再度涨停,斩获12连板。 9月18日,上交所发布微博称,天普股份近期多次出现异常波动情形,公司已多次发布风险提示公告,提请广大投资者审慎投资,注意投资风险。部分投 资者在交易该股过程中存在影响市场正常交易秩序、误导投资者交易决策的异常交易行为,上交所依规对相关投资者采取了暂停账户交易等自律监管措 施。上交所再次提醒投资者关注风险,审慎参与,合规交易。 值得注意的是,今日天普股份开盘涨停,开于涨停价83.6元/股。拉长时间线来看,8月22日—9月18日这12个交易日内,公司股价接连斩获12个涨停板。 四名内幕信息知情人买卖公司股票的具体情况是:原上市公司董事/财务总监陈丹萍配偶储善岳、原上市公司职工代表监事唐全良配偶陈燕秋按规定登记 为推定的内幕信息知情人;李志奇作为中昊芯英间接股东,在作为股东代表参加 2025年8月19日(停牌后)中昊芯英股东会时知悉本次交易,其配偶李慧 云登记为推定的内幕信息知情人。公司本次控制权变更事项不存在内幕信息提前泄露的情形,上述人员的股票交易行为均发生在内幕信息形成或知悉之 前,上述交易不属于内幕交易。 天普股份还表示,公司经营业绩存在下滑风险。2025年上半年公司实现营 ...
长龄液压股票异常波动,股份转让及要约收购尚在推进
Xin Lang Cai Jing· 2025-09-18 08:50
Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. experienced a significant stock price fluctuation, with a cumulative increase of 20% over three consecutive trading days, indicating abnormal volatility [1] Company Operations - The company confirmed that its main business remains unchanged and production operations are normal [1] Shareholding Changes - On July 10, 2025, Corexin Tingtao and Chenglian Shuangying planned to acquire a total of 43,211,714 shares from Xia Jifa and Xia Zemin, representing 29.99% of the total shares - Corexin Polang intends to make a tender offer for 17,290,448 shares, accounting for 12.00% of the total shares - Following the completion of these transactions, the actual controller of the company will change, although the completion of the transaction is still uncertain [1] Market Risk Advisory - The company has reminded investors to be aware of risks in the secondary market and to invest rationally [1]
锦程沙洲完成 对抚顺特钢要约收购
Zheng Quan Shi Bao· 2025-09-11 22:16
Core Viewpoint - The acquisition offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Investment Co., Ltd. aims to acquire 5% of Fushun Special Steel's shares at a price of 5.6 yuan per share, with the total shares accepted being only 1.01% [1][2] Group 1 - Jincheng Shazhou plans to acquire 9,860,500 shares, representing 5% of Fushun Special Steel's total share capital, with the acquisition period from August 12, 2025, to September 10, 2025 [1] - As of the end of the acquisition period, a total of 1,989,360 shares were accepted, equating to 1.01% of the company's total shares, which is below the expected acquisition amount [1] - After the completion of the acquisition, Jincheng Shazhou will hold 1.59% of Fushun Special Steel, while its concerted actions will collectively hold 31% of the company's shares [2] Group 2 - The acquisition price of 5.6 yuan per share has led to a decline in Fushun Special Steel's stock price, which has remained below this price for most of September [2] - In December 2023, Fushun Special Steel announced that Northeast Special Steel would transfer 251 million shares, accounting for 12.73% of the total share capital, to Shagang Group at a price of 9.3 yuan per share, totaling 2.334 billion yuan [2] - The historical context includes a significant investment by Shen Wenrong in Northeast Special Steel Group, which led to a 43% ownership stake and control over Fushun Special Steel [2]
抚顺特钢要约收购期满 实施后控股股东持股合计31%
Zheng Quan Shi Bao Wang· 2025-09-11 13:21
抚顺特钢(600399)9月11日晚间公告,宁波梅山保税港区锦程沙洲股权投资有限公司(下称"锦程沙 洲")在要约收购期间,计划接受要约收购的股权数量为1.01%,要约收购实施后,抚顺特钢控股股东持 股合计31%。 抚顺特钢于2025年8月7日披露《抚顺特殊钢股份有限公司要约收购报告书》,锦程沙洲作为收购人,向 除自身及其一致行动人以外的公司全体股东发出部分要约。此次要约收购股份数量为9860.5万股,占公 司总股本的5%,要约收购价格为5.6元/股,收购期限自2025年8月12日起至2025年9月10日止。 本次要约收购完成后,锦程沙洲持有抚顺特钢总股本的1.59%;收购人的一致行动人东北特殊钢集团股 份有限公司持有抚顺特钢总股本的13.99%;收购人的一致行动人江苏沙钢集团有限公司持有抚顺特钢 总股本的15.43%。收购人及其一致行动人合计持有公司31%股权。 锦程沙洲给出的要约收购价格为5.6元/股,而当时股价已达到5.97元/股(截至2025年7月25日)。该要约收 购报告出炉后,抚顺特钢股价不涨反跌,9月份至今多数时间在5.6元之下,这也是有部分投资者接受要 约收购的原因,不过沙钢集团远未达到收购5% ...
11连板大牛股 再次停牌核查!
Zheng Quan Shi Bao· 2025-09-10 11:52
又停牌了。 天普股份(605255)9月10日晚间公告,公司股票价格自2025年8月22日至2025年9月3日连续9个交易日涨停,其间4次触及股票交 易异常波动、2次触及股票交易严重异常波动,公司已就上述股票交易波动情况进行停牌核查,于2025年9月9日公告核查结果并 复牌;复牌后自2025年9月9日至2025年9月10日连续2个交易日涨停,再次触及股票交易异常波动,鉴于公司股价连续涨停期间已 累积巨大交易风险,为进一步维护投资者利益,公司就近期股票交易波动情况进行停牌核查。 截至目前,天普股份总股本为13408万股,公司控股股东浙江天普控股有限公司、实际控制人尤建义及其一致行动人合计持有公 司股票10056万股,占公司总股本的75%;其余为外部流通股,流通盘较小,可能存在非理性炒作风险。 同时,公司市盈率和市净率显著高于行业平均水平。截至2025年9月10日,公司收盘价为76.00元/股,最新市盈率为329.8倍,最 新市净率为12.61倍,公司所处的汽车零部件行业市盈率为30.8倍,市净率为3.22倍。 天普股份股价连续大涨缘于一份要约收购。8月21日晚间,天普股份发布公告,中昊芯英(杭州)科技有限公司( ...
曙光数创: 关于要约收购事项的进展公告
Zheng Quan Zhi Xing· 2025-09-05 09:16
Core Viewpoint - The acquisition of Shuguang Data Infrastructure Innovation Technology (Beijing) Co., Ltd. by Haiguang Information through a share swap merger with Zhongke Shuguang is progressing, with Haiguang Information required to issue a comprehensive tender offer to shareholders of Shuguang Data after the merger is completed [1][2]. Group 1 - Haiguang Information has signed a share swap merger agreement with Zhongke Shuguang, where Haiguang will issue A-shares to all shareholders of Zhongke Shuguang in exchange for their shares [1]. - Following the completion of the merger, Zhongke Shuguang will be delisted, and Haiguang Information will inherit all assets, liabilities, businesses, personnel, contracts, and rights and obligations of Zhongke Shuguang [1][2]. - The tender offer is a legal obligation resulting from the indirect acquisition of Shuguang Data by Haiguang Information, and it is not intended to terminate the listing status of Shuguang Data [1][2]. Group 2 - The completion of the acquisition is contingent upon several approvals, including board resolutions from both Haiguang Information and Zhongke Shuguang, shareholder meetings, and regulatory approvals from the State Administration for Market Regulation and the Shanghai Stock Exchange [2]. - Haiguang Information is actively advancing the necessary steps for the tender offer, but it cannot announce the full tender offer report within 60 days from the summary disclosure [2]. - The company will provide updates on the progress of the acquisition every 30 days until the full tender offer report is announced [2].
抚顺特殊钢股份有限公司关于宁波梅山保税港区锦程沙洲股权投资有限公司要约收购公司股份的第三次提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-03 23:03
Group 1 - The announcement is regarding the third advisory notice of the voluntary tender offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Equity Investment Co., Ltd. for shares of Fushun Special Steel Co., Ltd. [1] - The tender offer is valid from August 12, 2025, to September 10, 2025, with the last three trading days being September 8, 9, and 10, during which shareholders cannot withdraw their acceptance of the offer [2][8] - The number of shares to be acquired is 98,605,000, representing 5% of the total share capital of Fushun Special Steel, at a price of 5.60 yuan per share [2][4] Group 2 - The offer price of 5.60 yuan per share is based on the weighted average price of Fushun Special Steel's shares over the last 30 trading days, which was 5.36 yuan per share [2] - The purpose of the tender offer is to increase the holding ratio in the listed company, consolidate control, and enhance the stability of the company's equity structure [2][5] - The total maximum funds required for the tender offer amount to 552,188,000 yuan, which will be sourced from the acquirer's own and self-raised funds [7] Group 3 - The tender offer is classified as a voluntary offer and is not a fulfillment of statutory tender offer obligations [6] - The acquisition does not aim to terminate the listing status of the company, and the share distribution will still comply with the listing conditions of the Shanghai Stock Exchange [5] - As of September 2, 2025, the total number of shares accepted for the tender offer is 839,800, accounting for approximately 0.043% of the total share capital [28]
抚顺特钢: 抚顺特钢:关于宁波梅山保税港区锦程沙洲股权投资有限公司要约收购公司股份的第三次提示性公告
Zheng Quan Zhi Xing· 2025-09-03 16:08
Core Viewpoint - The announcement serves as the third reminder regarding the tender offer by Ningbo Meishan Bonded Port Area Jincheng Shazhou Equity Investment Co., Ltd. to acquire shares of Fushun Special Steel Co., Ltd. [1] Group 1: Tender Offer Details - The tender offer is valid from August 12, 2025, to September 10, 2025, with the last three trading days being September 8, 9, and 10, during which shareholders cannot withdraw their acceptance of the offer [2][4] - The offer price is set at 5.60 yuan per share, which is not lower than the highest price paid by the acquirer for the shares in the last six months prior to the announcement [2][3] - The total maximum funds required for the acquisition, based on the offer price and the number of shares to be acquired (98,605,000 shares), amounts to 552,188,000 yuan [3][4] Group 2: Purpose and Strategy - The purpose of the tender offer is to increase the acquirer's shareholding in the company, consolidate control, and enhance the stability of the company's equity structure [2][3] - The acquirer aims to leverage its resources to introduce more strategic and business resources to the company, facilitating its long-term and healthy development in the special steel and alloy materials market [2][3] Group 3: Funding and Compliance - The funds for the acquisition will come from the acquirer's own and self-raised funds, with a bank guarantee already submitted to ensure the fulfillment of the tender offer [3][4] - The tender offer does not aim to terminate the company's listing status, and the share distribution post-offer will still comply with the listing conditions of the Shanghai Stock Exchange [3][4] Group 4: Acceptance and Withdrawal Procedures - Shareholders can submit their acceptance of the tender offer through their securities companies during the trading hours within the offer period [5][6] - Shareholders can withdraw their acceptance of the tender offer during the offer period, but not during the last three trading days [8][6] Group 5: Additional Information - As of September 2, 2025, the total number of shares accepted for the tender offer will be disclosed, and further details can be found in the tender offer report published on August 7, 2025 [7][8]
济川药业: 北京博星证券投资顾问有限公司关于曹飞要约收购湖北济川药业股份有限公司之2025年第二季度持续督导意见
Zheng Quan Zhi Xing· 2025-09-03 09:17
Summary of Key Points Core Viewpoint - The acquisition of Hubei Jichuan Pharmaceutical Co., Ltd. by Cao Fei through Jichuan Holdings is a strategic move that complies with legal requirements, ensuring the company's continued operation and governance integrity [1][2]. Group 1: Acquisition Overview - Cao Fei acquired 10.10% of Jichuan Holdings for 10.1 million yuan, resulting in a 60% ownership stake in Jichuan Holdings, which indirectly controls 516,757,360 shares of Jichuan Pharmaceutical, representing 56.07% of the total share capital [1][2]. - The acquisition triggered a mandatory tender offer due to holding over 30% of the company's shares, aimed at fulfilling legal obligations rather than delisting the company [2]. Group 2: Tender Offer Details - The initial offer price was set at 26.93 yuan per share, later adjusted to 24.85 yuan based on the 2024 profit distribution plan, with a tender offer period from June 18, 2025, to July 17, 2025 [3]. - By the end of the tender offer period, only 34 shareholders accepted the offer, totaling 16,300 shares, which is 0.0018% of the total share capital [3]. Group 3: Post-Acquisition Shareholding Structure - After the acquisition, Cao Fei directly holds 16,300 shares and indirectly controls 516,773,660 shares, maintaining a 56.07% stake in the company [4]. - The combined control of Cao Fei and his associate Cao Longxiang amounts to 61.15% of the total share capital, ensuring compliance with listing requirements [4]. Group 4: Compliance and Governance - During the continuous supervision period, Cao Fei and associates adhered to legal and regulatory requirements, ensuring proper governance and independent operation of Jichuan Pharmaceutical [5]. - The company has improved its governance structure and information disclosure practices, aligning with regulatory standards [5]. Group 5: Commitments and Future Plans - Commitments were made to reduce and regulate related party transactions, avoid competition, and maintain the independence of the company’s operations [6][7]. - No plans were disclosed for significant changes to the company's main business, asset sales, mergers, management adjustments, or amendments to the company’s articles of association within the next 12 months [8][9][10]. Group 6: Financial Integrity - There were no violations regarding the provision of guarantees or loans to the acquirer or related parties that could harm the interests of Jichuan Pharmaceutical [11]. - The financial advisor confirmed that all actions taken during the supervision period were compliant with regulations and did not violate any commitments [11].
申科股份: 关于深圳汇理鸿晟产业控股企业(有限合伙)要约收购结果暨复牌公告
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) has completed a tender offer for Shinke Bearings Co., Ltd., acquiring 14,565,471 shares, which is 9.71% of the total share capital, and will become the controlling shareholder after the transfer of additional shares [1][5]. Group 1: Tender Offer Details - The tender offer price was set at 16.13 CNY per share for a total of 86,587,534 shares, representing 57.73% of the company's total issued shares [2][3]. - The tender offer was initiated to fulfill the legal obligation of a comprehensive tender offer due to Shenzhen Huili acquiring 41.89% of the shares from the previous controlling shareholders [2][3]. Group 2: Shareholder Impact - Following the completion of the tender offer, Shenzhen Huili will hold a total of 51.60% of Shinke Bearings' shares after the transfer of the additional 41.89% shares [5]. - The tender offer does not aim to terminate the listing status of Shinke Bearings, and the share distribution will still comply with the listing conditions of the Shenzhen Stock Exchange [1][5]. Group 3: Stock Resumption - Shinke Bearings' stock will resume trading on September 2, 2025, after the confirmation of the tender offer results [5][6]. - Shenzhen Huili has committed not to reduce its holdings in Shinke Bearings for 18 months following the completion of the tender offer [5].