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韶能股份: 广东韶能集团股份有限公司第十一届监事会第七次临时会议决议公告
Zheng Quan Zhi Xing· 2025-07-03 16:26
Core Viewpoint - The company, Guangdong Shaoneng Group Co., Ltd., has convened its 11th Supervisory Board's 7th temporary meeting to approve the proposal for issuing A-shares to specific investors, which requires further approval from the shareholders' meeting [1][2]. Meeting Details - The meeting was held on July 3, 2025, with all four supervisors present, including one via telecommunication [1]. - The meeting's procedures complied with legal and regulatory requirements, ensuring the resolutions made were valid [1]. Resolutions Passed - The Supervisory Board approved the proposal regarding the company's eligibility to issue A-shares to specific investors, confirming compliance with relevant laws and regulations [2]. - The specific issuance plan was also approved, with the shares to be issued at a price of 3.96 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [4]. - The total amount to be raised from this issuance is capped at 400 million yuan, with net proceeds intended for replenishing working capital [5]. Issuance Details - The issuance will involve a maximum of 101,010,101 shares, not exceeding 30% of the company's total share capital prior to the issuance [5]. - The shares will be subscribed for in cash by Shaoguan Jin Cai Investment Group Co., Ltd., which is the sole designated investor [3][4]. Additional Proposals - The board also approved a feasibility analysis report regarding the use of funds raised from the issuance [10]. - A plan for shareholder returns for the next three years (2025-2027) was established to enhance transparency and protect investor interests [14]. - The company plans to amend its articles of association to reflect changes in governance, including the cancellation of the Supervisory Board [14]. Future Steps - All resolutions passed are subject to approval at the upcoming shareholders' meeting [2][9]. - The company will submit the issuance plan to the Shenzhen Stock Exchange and await approval from the China Securities Regulatory Commission [8].
卓胜微: 监事会关于调整2025年度向特定对象发行A股股票相关事项的书面审核意见
Zheng Quan Zhi Xing· 2025-06-30 17:06
Group 1 - The core viewpoint of the articles is that Jiangsu Zhuosheng Microelectronics Co., Ltd. has received written review opinions from its supervisory board regarding the adjustment of the plan to issue A-shares to specific targets in 2025, confirming that the plan does not harm the interests of the company and its shareholders, especially minority shareholders [1][2][3] - The revised plan for the issuance of A-shares has been thoroughly analyzed and deemed necessary and feasible, aligning with the company's development strategy and benefiting all shareholders [2] - The fundraising from this issuance is expected to enhance the company's core competitiveness and will not harm the interests of the company and its shareholders, particularly minority shareholders [2] Group 2 - The issuance plan requires approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission before implementation [3]
惠城环保: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-06-29 16:17
Meeting Information - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 15, 2025, at 14:00 [1] - Shareholders can participate through on-site voting or online voting on the same date [1] - The registration date for shareholders is July 8, 2025, after the Shenzhen Stock Exchange trading ends [2] Voting Procedures - All ordinary shareholders registered with voting rights can attend the meeting and appoint proxies to vote [2] - Proposals to be voted on include extending the validity period of the 2024 A-share issuance resolution and authorizing the board to handle specific matters related to the issuance [3][10] - A special resolution requires approval from more than two-thirds of the voting rights held by attending shareholders [3] Registration Requirements - Legal representatives of corporate shareholders must present identification and relevant documents for registration [3][4] - Individual shareholders must bring their identification and shareholder account cards for registration [4] - Remote shareholders can register via mail or fax, with a deadline of July 15, 2025 [5] Online Voting - Shareholders can vote through the Shenzhen Stock Exchange trading system and the internet voting system [5][6] - Specific procedures for online voting are detailed in the attached documents [6] Additional Information - The meeting will last half a day, and attendees are responsible for their own travel and accommodation expenses [5] - Contact information for the company's securities affairs department is provided for further inquiries [5]
中科星图: 北京市君合律师事务所关于中科星图股份有限公司2025年度向特定对象发行A股股票之补充法律意见书(一)
Zheng Quan Zhi Xing· 2025-06-27 16:50
Core Viewpoint - The document discusses the supplementary legal opinion regarding the issuance of A-shares by Zhongke Xingtou Co., Ltd. to specific investors in 2025, focusing on compliance with relevant laws and the necessity of the fundraising projects [3][4]. Group 1: Fundraising Projects - The total amount of funds to be raised from the issuance will not exceed RMB 1 billion, allocated for the construction of three main projects: the Flight Service Digital Infrastructure Platform, the Xingtou Luoshu Defense and Public Safety Big Data Intelligent Analysis Platform, and supplementary working capital [6][7]. - The company’s business includes data services, primarily selling data products processed from raw data using self-developed software [6][7]. - As of December 31, 2024, the funds raised from the company's initial public offering in 2020 and the specific issuance in 2021 have not been fully utilized [6][7]. Group 2: Compliance and Legal Assurance - The supplementary legal opinion confirms that the company has conducted thorough investigations and discussions to ensure compliance with relevant laws, including the Personal Information Protection Law, Data Security Law, and Cybersecurity Law [9][12]. - The company has obtained necessary business qualifications for the implementation of the fundraising projects, ensuring no violations in data procurement or services [9][12]. - The company has committed to taking measures to ensure that its data procurement and service operations comply with applicable laws and regulations [11][12]. Group 3: Project Implementation and Data Procurement - The projects have not yet provided data services to third parties, with only the Xingtou Cloud Project having conducted two preliminary data procurements [8][13]. - The data procurement for the Xingtou Cloud Project is legally compliant, with contracts ensuring that the supplier has the necessary qualifications and that the data provided does not violate any laws [8][13]. - The company has outlined specific data procurement and service content for each project, focusing on high-quality data sets and comprehensive services across various industries [8][9].
中国软件: 中国软件与技术服务股份有限公司2024年度向特定对象发行A股股票发行情况报告书
Zheng Quan Zhi Xing· 2025-06-27 16:38
| 股票代码:600536 | | | | | | 股票简称:中国软件 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 中国软件与技术服务股份有限公司 | | | | | | | | | | 发行情况报告书 | | | | | | | | | | 保荐人(主承销商) | | | | | | | | | | 8 | | | | | | 广东省深圳市福田区中心三路 号卓越时代广场(二期)北座 | | | | 二〇二五年六月 | | | | | | | | | | 2024 | | | | | | 中国软件与技术服务股份有限公司 年度向特定对象发行 A | | 股股票发行情况报告书 | | 发行人全体董事、监事、高级管理人员声明 | | | | | | | | | | 本公司全体董事、监事及高级管理人员承诺本发行情况报告书不存在虚假记 | | | | | | | | | | 载、误导性陈述或重大遗漏,并对其真实性、准确性、完整性承担相应的法律责 | | | | | | | | | | 任。 | | | | | | | | | | 全体董 ...
西宁特钢: 西宁特殊钢股份有限公司十届十二次监事会决议公告
Zheng Quan Zhi Xing· 2025-06-26 16:29
证券代码: 西宁特钢 公告编号: 临 2025-037 西宁特殊钢股份有限公司 十届十二次监事会决议公告 本公司监事会及全体监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、准确性和完整性承 担法律责任。 一、监事会会议召开情况 西宁特殊钢股份有限公司(以下简称"公司")监事会十届十二 次会议通知于 2025 年 6 月 16 日以书面(邮件)方式向各位监事发出, 会议于 2025 年 6 月 26 日在公司综合楼 104 会议室现场及网络通讯方 式召开。公司监事会现有成员 3 名,出席会议的监事 3 名。会议的召 开符合《公司法》和《公司章程》的相关规定。 二、监事会会议审议情况 本次监事会以书面表决方式,审议通过了以下议案: (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》 公司拟向特定对象发行人民币普通股(A 股)(以下简称"本次 发行") ,根据《公司法》 《证券法》 《上市公司证券发行注册管理办法》 等法律、法规和规范性文件中对上市公司向特定对象发行 A 股股票的 相关资格和条件的要求,公司监事会经过对公司实际情况及相关事项 进行逐项自查和论证 ...
五洲新春: 五洲新春2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-06-26 16:16
Core Viewpoint - Zhejiang Wuzhou New Spring Group Co., Ltd. is planning to issue A-shares to specific investors in 2025, aiming to raise funds for various projects and enhance shareholder returns [2][8][14]. Group 1: Share Issuance Proposals - The company proposes to issue A-shares to no more than 35 specific investors, including qualified institutional investors and natural persons [9][10]. - The total amount of funds to be raised through this issuance is capped at 1 billion yuan (100,000 million yuan) [12][13]. - The issuance will not exceed 30% of the company's total share capital prior to the issuance, amounting to a maximum of 109,902,150 shares [10][11]. Group 2: Fund Utilization and Project Investment - The raised funds will be allocated to projects such as the development and industrialization of intelligent robots and core components for automotive intelligent driving, with a total investment of 1.3458625 billion yuan [13]. - The company may initially use self-raised funds for project progress before the raised funds are available, with plans to replace them once the funds are secured [13]. Group 3: Shareholder Return and Voting Procedures - A three-year shareholder return plan (2025-2027) has been proposed to enhance transparency and provide stable returns to investors [16][17]. - The company will seek authorization from the shareholders to manage all matters related to the issuance, including timing, quantity, and pricing [19]. - The voting process for the proposals will be conducted during the shareholders' meeting, with specific procedures outlined for participation and voting [6][7].
建设银行: 中信证券股份有限公司、国泰海通证券股份有限公司关于中国建设银行股份有限公司向特定对象发行A股股票之上市保荐书
Zheng Quan Zhi Xing· 2025-06-25 20:16
Core Viewpoint - China Construction Bank Corporation is issuing A-shares to specific investors, with the aim of raising capital to strengthen its core tier one capital and support sustainable business development [12][15]. Group 1: Basic Information about the Issuer - Company Name: China Construction Bank Corporation [2] - Legal Representative: Zhang Jinliang [2] - Established Date: September 17, 2004 [2] - Registered Capital: 250.01 billion CNY [2] - Headquarters: Financial Street, Xicheng District, Beijing [2] - Total Assets: 40,571.15 billion CNY as of December 31, 2024 [6] - Total Liabilities: 37,227.18 billion CNY as of December 31, 2024 [6] - Total Equity: 3,343.97 billion CNY as of December 31, 2024 [6] Group 2: Business Overview - The issuer is a leading state-owned commercial bank in China, providing comprehensive financial services to 771 million individual customers and 11.68 million corporate clients [3]. - Main business segments include corporate banking, personal banking, asset management, and other services including overseas operations [4][5]. Group 3: Financial Performance - Total Operating Income for 2024: 750.15 billion CNY, a decrease from 769.74 billion CNY in 2023 [5]. - Operating Profit for 2024: 384.27 billion CNY, slightly down from 389.23 billion CNY in 2023 [5]. - Net Profit Attributable to Shareholders: 335.58 billion CNY for 2024, compared to 332.65 billion CNY in 2023 [5]. Group 4: Issuance Details - Type of Shares: A-shares with a par value of 1.00 CNY each [12]. - Issuance Method: Directed issuance to specific investors, specifically the Ministry of Finance [12][13]. - Issuance Price: Initially set at 9.27 CNY per share, adjusted to 9.06 CNY after dividend distribution [13][14]. - Total Number of Shares Issued: 11,589,403,973 shares, not exceeding 30% of the total share capital prior to issuance [15]. Group 5: Use of Proceeds - Total proceeds from the issuance are expected to be 105 billion CNY, which will be used entirely to supplement the issuer's core tier one capital [15]. Group 6: Regulatory Compliance - The issuance has been approved by the China Banking Regulatory Commission and has passed the review of the Shanghai Stock Exchange [24][25]. - The issuer has followed necessary decision-making procedures as per the Company Law and Securities Law [23][24]. Group 7: Underwriter Information - CITIC Securities is the underwriter for this issuance, ensuring compliance with relevant laws and regulations [12][22]. - Key representatives from CITIC Securities include Zhou Yu and Shi Guoping, both with extensive experience in underwriting and securities issuance [16][17].
欧林生物: 成都欧林生物科技股份有限公司关于以简易程序向特定对象发行A股股票摊薄即期回报与采取填补措施及相关主体承诺(修订稿)的公告
Zheng Quan Zhi Xing· 2025-06-25 16:36
证券代码:688319 证券简称:欧林生物 公告编号:2025-024 成都欧林生物科技股份有限公司关于 以简易程序向特定对象发行 A 股股票摊薄即期回报 与采取填补措施及相关主体承诺(修订稿) 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、准确性和完整性依法承担法律责任。 成都欧林生物科技股份有限公司(以下简称"公司")根据《国务院办公厅 关于进一步加强资本市场中小投资者合法权益保护工作的意见》(国办发 2013110 号)、《国务院关于进一步促进资本市场健康发展的若干意见》(国 发201417 号)及中国证监会《关于首发及再融资、重大资产重组摊薄即期回 报有关事项的指导意见》(证监会公告201531 号)等有关规定,为保障中小 投资者利益,公司就向特定对象发行 A 股股票(以下简称"本次发行")对即期 回报摊薄的影响进行了认真分析,并结合实际情况提出了具体的填补回报措施。 公司控股股东、实际控制人、董事、高级管理人员对公司填补回报措施能够得到 切实履行作出了相应承诺。现将相关情况公告如下: 一、本次向特定对象发行股票摊薄即期回报对公司主要财务指标的影 ...
广东翔鹭钨业股份有限公司 第五届董事会2025年第四次临时会议决议公告
Group 1 - The company held its fourth temporary meeting of the fifth board on June 20, 2025, to discuss adjustments to the A-share issuance plan for 2023 [2][11] - The board approved the adjustment of the number of shares to be issued, increasing the maximum from 82,460,165 shares to 98,151,726 shares based on the new total share capital of 327,172,422 shares as of May 31, 2025 [3][5] - The company plans to revise several related documents, including the A-share issuance proposal and feasibility analysis report, to reflect these adjustments [5][8][10] Group 2 - The company emphasized the necessity and rationality of the A-share issuance, stating it aligns with national policies and will enhance its core competitiveness and financial strength [22][23] - The proposed projects funded by the issuance, including a production project for ultra-fine tungsten alloy wire and working capital supplementation, are closely related to the company's main business [23][24] - The company has a strong technical foundation and experienced personnel to support the successful implementation of the proposed projects [24][25][27] Group 3 - The company has outlined measures to mitigate the dilution of immediate returns resulting from the issuance, including improving operational management and accelerating project implementation [28][29] - Commitments from the company's directors and senior management have been made to ensure the effectiveness of these measures and protect shareholder interests [33][34] - The company will continue to disclose the fulfillment of these commitments in its regular reports [34][36]