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湘财股份发行股份购买资产申请获上交所受理
Core Viewpoint - Xiangcai Co., Ltd. has received approval from the Shanghai Stock Exchange for its application to issue shares for asset acquisition, specifically through a share swap merger with Da Zhi Hui [1] Group 1: Transaction Details - The transaction involves Xiangcai Co. issuing A-shares to the swap counterpart as payment for the merger with Da Zhi Hui [1] - As of the share swap implementation date, Xiangcai Co. will directly cancel its shares held in Da Zhi Hui, as well as those held by Xinhu Group, which will not participate in the swap [1] - Following the merger, Da Zhi Hui will terminate its listing and cancel its legal entity status, while Xiangcai Co. will inherit all assets, liabilities, business, personnel, contracts, qualifications, and other rights and obligations of Da Zhi Hui [1] Group 2: Financial Aspects - The total amount of funds to be raised in this transaction will not exceed 8 billion yuan [1]
“A吸并B”交易,获批
Zhong Guo Ji Jin Bao· 2025-09-28 13:29
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved the absorption merger of Hangzhou Hailianxun Technology Co., Ltd. by Hangzhou Qilun Power Group Co., Ltd., marking a significant transaction in the A-share and B-share market [2][5]. Group 1: Transaction Details - The CSRC has agreed to the registration application for Hangzhou Hailianxun to absorb Hangzhou Qilun by issuing an additional 1.175 billion shares [5]. - The approval is valid for 12 months, and the companies must comply with relevant disclosure obligations and procedures [5]. - This merger is expected to be a new case of A-share companies absorbing B-share companies, potentially leading to a "snake swallowing an elephant" restructuring [5][6]. Group 2: Company Performance - Hangzhou Hailianxun reported revenues of 228 million yuan and a net profit of 9.46 million yuan for 2024, while in the first half of 2025, revenues were 75.16 million yuan with a net profit of 1.57 million yuan [7]. - In contrast, Hangzhou Qilun's 2024 revenues were 6.639 billion yuan with a net profit of 540 million yuan, and for the first half of 2025, revenues were 2.447 billion yuan with a net profit of 153 million yuan [7]. - The merger aims to resolve the challenges faced by Hangzhou Qilun as a B-share company, including low valuation and poor trading volume, while enhancing Hangzhou Hailianxun's growth prospects [7]. Group 3: Exchange Ratio and Pricing - The exchange ratio for the merger remains at 1:1, meaning each share of Hangzhou Qilun can be exchanged for one share of Hangzhou Hailianxun [9][11]. - Following the implementation of profit distribution plans, the exchange price will be adjusted to 9.35 yuan per share, with a cash option price of 6.90 yuan per share for Hangzhou Qilun [11]. - This transaction is seen as a response to the encouragement of mergers and acquisitions by the State Council and the CSRC, aiming to enhance the quality and efficiency of state-owned assets [11].
十年纠缠终落地,湘财股份吸并大智慧方案确定,能否复刻下一个东方财富?
Xin Lang Cai Jing· 2025-09-26 04:03
Core Viewpoint - The merger between Xiangcai Co. and Dazhihui marks a significant development in their decade-long relationship, with Xiangcai proposing a share swap to absorb Dazhihui, indicating a strategic shift in their business operations [1][2]. Summary by Sections Merger Details - On September 25, Dazhihui disclosed a restructuring report, with Xiangcai proposing a share swap at a ratio of 1:1.27, resulting in the issuance of 22.82 billion shares and an increase in Xiangcai's total share capital to 51.41 billion shares [1][2]. - Dazhihui plans to raise up to 8 billion yuan for various projects, including financial modeling and digital transformation [1]. Corporate Structure Post-Merger - Following the merger, Dazhihui will be delisted and Xiangcai will inherit all of Dazhihui's assets, liabilities, and operations, while Xiangcai's major shareholder, New Lake Holdings, will see its ownership percentage decrease from 40.37% to 22.4% [2]. - Xiangcai remains the second-largest shareholder of Dazhihui with a 9.66% stake, and the merger will not alter Xiangcai's control [2]. Historical Context - The relationship between Xiangcai and Dazhihui dates back to 2014 when Dazhihui attempted to acquire Xiangcai Securities for 8.5 billion yuan to gain a brokerage license [3][4]. - The acquisition was initially approved but was halted due to Dazhihui's regulatory issues, including financial fraud allegations [4]. Financial Performance - For the reporting period, Xiangcai achieved a total revenue of 1.144 billion yuan, a year-on-year increase of 4.63%, and a net profit of 142 million yuan, up 93.12% [5]. - Dazhihui reported a revenue of 379 million yuan, a 13.19% increase, but incurred a loss of 340 million yuan [5]. Market Comparison - Analysts suggest that the merger aims to replicate the success of Dongfang Caifu, which effectively transitioned from an internet platform to a brokerage, but current market conditions differ significantly from those in 2016 [5]. - The current brokerage environment has seen a decline in commission rates, making it challenging for Xiangcai and Dazhihui to achieve similar profitability as Dongfang Caifu did in its early years [5].
湘财股份:张长虹等持股比例拟升至17.32%
Core Viewpoint - Xiangcai Co., Ltd. is merging with Dazhihui through a share exchange, which will result in significant changes in ownership structure and shareholding percentages [1] Group 1: Company Actions - Xiangcai Co., Ltd. announced a share exchange merger with Dazhihui, issuing A-shares to all shareholders of Dazhihui [1] - Prior to the merger, the information disclosers Zhang Changhong, Zhang Ting, and Zhang Zhihong did not hold any shares in Xiangcai [1] - After the merger, the information disclosers and their concerted actors will hold a total of 889 million shares, representing 17.32% of the total share capital of the newly merged company [1] Group 2: Commitments and Approvals - The information disclosers and their concerted actors have committed to a 12-month lock-up period for the shares obtained from the merger [1] - They have also pledged not to seek control over Xiangcai Co., Ltd. following the merger [1] - The merger is subject to approval by the shareholders' meetings of both Xiangcai and Dazhihui, as well as registration with the China Securities Regulatory Commission [1]
大智慧:湘财股份的A股换股价格为7.51元/股 大智慧的A股换股价格为9.53元/股
Xin Hua Cai Jing· 2025-09-25 15:47
Core Viewpoint - Dazhihui is undergoing a restructuring plan where Xiangcai Co. will conduct a share swap to absorb Dazhihui, leading to Dazhihui's delisting and dissolution as a legal entity [1] Group 1: Merger and Acquisition Details - Xiangcai Co. will directly cancel the shares held by Dazhihui and New Lake Group, which will not participate in the share swap [1] - The share swap ratio is set at 1:1.27, with Xiangcai Co. planning to issue a total of 2.282 billion shares [1] - Post-swap, Xiangcai Co.'s total share capital is expected to increase to 5.141 billion shares [1] Group 2: Financial Aspects - The A-share swap price for Xiangcai Co. is set at 7.51 yuan per share, while Dazhihui's A-share swap price is 9.53 yuan per share [1] - The total amount of funds raised from this transaction is not expected to exceed 8 billion yuan, which will be allocated for various projects including financial models, digital securities construction, and debt repayment [1] Group 3: Implications of the Transaction - This transaction is classified as a major asset restructuring and related party transaction [1]
新增股份上市!中国船舶吸并案收官!
IPO日报· 2025-09-16 04:09
星标 ★ IPO日报 精彩文章第一时间推送 9月16日,中国船舶(600150.SH)新增的股份30.53亿股正式上市。这标志着,中国船舶对中国重工的吸收合 并案正式收官。 | 今开 | 38.07 | | 最高 | 38.07 | | 成交量 | 61.59万手 | | --- | --- | --- | --- | --- | --- | --- | --- | | 昨收 | 38.51 | | 最低 | 37.23 | | 成交额 | 23.14亿 | | 换手率 | 0.82% | | 市盈(TTM) | 54.60 | | 总市值 | 2811亿 | | 分时 | 五日 | 日K | 周K | 月K | 季K | 年K | 更多v | | 38.07 | | | | | | | -1.14% | | | | | | | | | -2.10% | | 37-33- | | | | | | | =3.06% | | 09:30 | | | 11:30/13:00 | | | | 15:00 | 此次换股吸收合并中,中国船舶换股价格为37.59元/股,中国重工换股价格为5.032元/股,中国重工和中国船 ...
中科曙光:公司生产经营未发生重大变化
Xin Lang Cai Jing· 2025-09-15 11:09
Group 1 - The company announced that its stock price has deviated by more than 20% over three consecutive trading days, indicating abnormal trading fluctuations [1] - The company conducted a self-examination and confirmed that its production and operational activities are normal, with no significant changes in daily operations [1] - The company is planning a merger with Haiguang Information through a share swap and is actively working on raising supporting funds for this merger [1]
海联讯换股吸收合并杭汽轮获深交所通过 中信证券建功
Zhong Guo Jing Ji Wang· 2025-09-12 08:04
Core Viewpoint - The Shenzhen Stock Exchange's M&A Review Committee approved the merger of Hangzhou Hailianxun Technology Co., Ltd. and Hangzhou Turbine Power Group Co., Ltd., confirming compliance with restructuring conditions and information disclosure requirements [1] Group 1: Merger Details - Hailianxun will absorb and merge with Hangzhou Turbine by issuing A-shares to the shareholders of Hangzhou Turbine, which will lead to the termination of Hangzhou Turbine's listing and the cancellation of its legal entity status [2] - The merger will allow Hailianxun to inherit all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of Hangzhou Turbine [2] Group 2: Pricing and Valuation - The merger's pricing base date is set as the date of the first board resolution announcement, with Hailianxun's share price determined at 9.56 RMB per share based on the average trading price over the previous 20 trading days [3] - Hangzhou Turbine's share price was calculated at 7.11 RMB per share after applying a 34.46% premium, resulting in a final exchange ratio of 1:1 for the shares of both companies [3] Group 3: Profit Distribution Plans - Hailianxun's profit distribution plan includes a cash dividend of 0.20 RMB per 10 shares and a capital reserve increase of 0.2 shares per 10 shares, leading to an adjusted exchange price of 9.35 RMB per share post-merger [4][5] - Hangzhou Turbine's profit distribution plan involves a cash dividend of 2.1 RMB per 10 shares, which will also adjust the exchange price to 9.35 RMB per share [4][5] Group 4: Financial Advisors - Hailianxun's independent financial advisor for the merger is CITIC Securities, while Hangzhou Turbine's independent financial advisor is CITIC Jianye Securities [6]
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].
“全球最大上市船企”,来了
中国基金报· 2025-09-03 14:11
Core Viewpoint - China Shipbuilding Industry Corporation (CSIC) plans to absorb China Shipbuilding Heavy Industry Company (CSHC) through a share swap, with the share exchange ratio set at 1:0.1339, effective from September 5, 2025, when CSHC will cease to be listed [4][12][18]. Group 1: Transaction Details - The share swap will allow shareholders of CSHC to exchange each share for 0.1339 shares of CSIC [4][11]. - Following the completion of the transaction, CSHC will terminate its corporate status, and all assets and liabilities will be inherited by CSIC [18][12]. - The transaction has received approval from the China Securities Regulatory Commission and the Shanghai Stock Exchange [12]. Group 2: Financial Data - As of June 30, 2025, CSHC and CSIC reported total assets of CNY 2214.65 billion and CNY 1819.77 billion, respectively [19]. - The net profit for CSHC and CSIC in the first half of 2025 was CNY 17.45 billion and CNY 29.46 billion, reflecting year-on-year growth of 227.07% and 108.59% [23]. - After the merger, CSIC's total assets will reach CNY 4034.42 billion, with net assets of CNY 1384.04 billion [22]. Group 3: Strategic Implications - The merger aims to enhance focus on national strategic priorities and improve the quality of operations within the shipbuilding industry [25]. - Both companies emphasize the importance of this transaction in accelerating high-quality development in shipbuilding and reducing competition within the industry [25].