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安徽荃银高科种业股份有限公司要约收购报告书
登录新浪财经APP 搜索【信披】查看更多考评等级 上市公司名称:安徽荃银高科种业股份有限公司 股票上市地点:深圳证券交易所创业板 股票简称:荃银高科 股票代码:300087 收购人名称:中国种子集团有限公司 2、中种集团于2025年11月19日与贾桂兰、王玉林签署《表决权委托及一致行动协议终止协议》、于 2025年11月20日与贾桂兰、王玉林签署《预受要约协议》,贾桂兰、王玉林将合计持有的74,352,520股 荃银高科股票不可撤销地用于预受要约。同时贾桂兰、王玉林不可撤销地承诺,自协议签署之日起放弃 行使其所持上市公司全部股份的表决权,直至(1)贾桂兰、王玉林如约履行协议的前提下,中种集团 要约收购在中国证券登记结算有限责任公司深圳分公司办理完成过户登记之日;或(2)贾桂兰和王玉 林重新成为中种集团的一致行动人之日。 收购人住所:海南省三亚市崖州区还金路金茂南繁科创中心A座8楼001号 通讯地址:海南省三亚市崖州区还金路金茂南繁科创中心A座8楼001号 收购人财务顾问 ■ 签署日期:二〇二五年十二月 特别提示 本部分所述的词语或简称与本报告书"释义"部分所定义的词语或简称具有相同的涵义。 1、本次要约收购的 ...
重申“无注资+不借壳”!天普股份,今日复牌
Xin Lang Cai Jing· 2025-12-02 23:49
Core Viewpoint - Tianpu Co., Ltd. (605255) has seen its stock price surge over 450%, leading to a fourth suspension for verification, as the company clarifies its position regarding the acquisition by Zhonghao Xinying and denies any plans for asset injection or backdoor listing [1][11]. Group 1: Acquisition Clarification - The actual controller of Tianpu, You Jianyi, reiterated that Zhonghao Xinying has no plans for asset injection or backdoor listing [2][12]. - There are no plans to change the main business of the listed company or to make significant adjustments within the next 12 months [2][12]. - Zhonghao Xinying has initiated its independent IPO process and is currently in the restructuring phase, with no plans for backdoor listing through Tianpu in the next 36 months [3][12]. Group 2: Tender Offer and Shareholding - Following the completion of share transfer and capital increase, Zhonghao Xinying and its concerted parties will control 68.29% of Tianpu's shares, triggering a mandatory tender offer [4][13]. - The tender offer period is from November 20 to December 19, with only 2 accounts having accepted the offer as of December 1, totaling 2,800 shares, which is 0.00209% of the total shares [4][13]. Group 3: Stock Price and Trading Risks - As of November 27, Tianpu's stock closed at 147.00 CNY per share, with a P/E ratio of 605.87 and a P/B ratio of 24.43, significantly higher than the industry averages of 29.71 and 3.05, respectively [6][16]. - The stock has experienced high volatility, with a daily fluctuation of 14.04% and a turnover rate of 7.18% on the last trading day, indicating potential irrational speculation [7][16]. - From August 22 to November 27, the stock price increased by 451.80%, leading to significant trading risks and deviations from the company's fundamentals [6][17]. Group 4: Financial Performance - For the first three quarters of 2025, Tianpu reported a net profit attributable to shareholders of 17.85 million CNY, a year-on-year decrease of 2.91% [10][19]. - The company has emphasized that its main business has not undergone significant changes, urging investors to be cautious of the risks associated with performance decline and irrational speculation [10][19].
君亭酒店:实际控制人变更为湖北省国资委 12月3日起复牌
Zhi Tong Cai Jing· 2025-12-02 15:39
君亭酒店(301073)(301073.SZ)发布公告,2025年12月2日,湖北文化旅游集团有限公司(以下简称"湖 北文旅")与吴启元、从波、施晨宁签署《股份转让协议》,湖北文旅拟通过协议转让方式受让吴启元、 从波、施晨宁直接持有的公司5831.59万股无限售流通股份(占上市公司股份总数的29.99%),转让价格为 每股25.71元,总价款为14.99亿元。 完成过户登记之日起,上市公司控股股东、实际控制人吴启元不可撤销地、不设任何限制地放弃其所持 上市公司剩余未转让的1944.51万股(占上市公司股份总数的10.00%)股份所对应的表决权。湖北文旅向除 其自身外的上市公司全体股东发出不可撤销的部分要约收购(以下简称"本次要约收购"),本次要约收购 上市公司的股份数量为1168.65万股(占上市公司股份总数的6.01%),要约收购价格为每股人民币25.71 元。 本次交易完成后,湖北文旅将拥有上市公司36.00%的股份及该等股份对应的表决权(持股情况系根据 《股份转让协议》中约定的要约收购上限及承诺预受要约上限计算,实际情况以最终要约结果为准), 吴启元及其一致行动人丁禾合计拥有上市公司19.51%的股份及 ...
君亭酒店控股股东拟变更为湖北文旅 12月3日起复牌
Core Viewpoint - The control of Junting Hotel (301073) is being transferred from founder Wu Qiyuan to Hubei Cultural Tourism Group, marking a significant change in the company's ownership structure [1][2]. Group 1: Share Transfer Details - Hubei Cultural Tourism Group will acquire 58.316 million shares of Junting Hotel, representing 29.99% of the total shares, at a price of RMB 25.71 per share, totaling RMB 1.499 billion [1]. - Following the transfer, Wu Qiyuan will irrevocably waive voting rights for the remaining 19.445 million shares (10.00% of total shares) until Hubei Cultural Tourism holds at least 36.99% of the shares [1]. Group 2: Tender Offer - Hubei Cultural Tourism will issue an irrevocable partial tender offer for 11.6865 million shares (6.01% of total shares) at the same price of RMB 25.71 per share, contingent upon the completion of the share transfer [2]. - Wu Qiyuan has committed to accept the tender offer for his 11.6865 million shares within five days of the offer's initiation, and these shares cannot be disposed of during the tender period [2]. Group 3: Company Background - Wu Qiyuan, the founder and key figure of Junting Hotel, has been in the hotel industry since 1986 and has served as chairman since the company's establishment in 2007 [3]. - Junting Hotel currently has a market value exceeding RMB 5.4 billion and operates 452 hotels with 91,440 rooms across 28 provinces in China, focusing on mid-to-high-end selected hotel segments [3].
605255,大牛股明起复牌
Di Yi Cai Jing Zi Xun· 2025-12-02 13:22
Core Viewpoint - Tianpu Co., Ltd. announced that its stock will resume trading on December 3, 2025, after completing a review of recent trading activities [1]. Group 1: Stock Trading and Resumption - The company applied to the Shanghai Stock Exchange for the resumption of its stock trading, which will take effect on December 3, 2025 [1]. - The stock was suspended from trading on December 2, 2025, following a significant increase in trading activity [3]. Group 2: Stock Price and Market Performance - Tianpu's stock price surged by 451.80% from August 22, 2025, to November 27, 2025, indicating substantial trading risks and a significant deviation from the company's fundamentals [4]. - As of November 27, 2025, the company's price-to-earnings (P/E) ratio was reported at 605.87, which is significantly higher than the industry average [4]. Group 3: Acquisition and Offer Details - The company confirmed that the acquirer, Zhonghao Xinying, has initiated its own IPO process and does not plan to use Tianpu for a backdoor listing within the next 36 months [4]. - The offer period for the acquisition is set for 30 calendar days, from November 20, 2025, to December 19, 2025, with specific conditions for shareholders regarding acceptance and withdrawal of the offer [5].
605255,大牛股明起复牌
第一财经· 2025-12-02 12:44
Core Viewpoint - The stock of Tianpu Co., Ltd. will resume trading on December 3, 2025, after a significant increase in share price and a completed investigation into trading activities [1][2]. Group 1: Stock Performance and Trading Risks - Tianpu Co., Ltd. experienced a cumulative stock price increase of 451.80% from August 22, 2025, to November 27, 2025, leading to substantial trading risks and a significant deviation from the company's fundamentals [3]. - As of November 27, 2025, the company's latest price-to-earnings (P/E) ratio was 605.87, which is significantly higher than the industry average, indicating potential irrational speculation risks [3]. - The company has a relatively small external circulation, which may exacerbate the volatility of its stock price [3]. Group 2: Acquisition and Control Changes - Tianpu Co., Ltd. is undergoing a control change with the acquirer, Zhonghao Xinying, which has initiated independent IPO-related work and is currently in the process of restructuring into a joint-stock company [3]. - There is uncertainty regarding the approval processes for the control change, which may affect the timeline and outcome [3]. Group 3: Tender Offer Details - The tender offer period for the acquisition lasts 30 calendar days, from November 20, 2025, to December 19, 2025, during which shareholders can accept or withdraw their offers [4]. - The tender offer price is set at 23.98 yuan per share, significantly lower than the recent closing price of 147.00 yuan per share, which could lead to substantial losses for investors who accept the offer [4]. - If investors do not withdraw their acceptance before the deadline, they may incur a loss of 123.02 yuan per share based on the difference between the market price and the tender offer price [4]. Group 4: Recent Trading Activity - The recent surge in Tianpu Co., Ltd.'s stock price began on August 22, 2025, following the announcement of the acquisition plan by Zhonghao Xinying and its concerted actions [5]. - The stock experienced a series of trading halts and continued to hit the daily limit up multiple times from October 16 to November 27, 2025, indicating strong market interest [5].
象兴国际(01732.HK)获西井控股(香港)折让约7.89%提部分要约收购 12月2日复牌
Ge Long Hui· 2025-12-01 15:13
Group 1 - The offeror, Xijing Holdings (Hong Kong) Limited, announced a voluntary cash partial offer to acquire 371,200,000 shares of Xiangxing International, representing 29% of the company's issued share capital, at a price of HKD 0.21 per share, which is approximately 7.89% lower than the last trading price of HKD 0.228 [1][2] - As of the announcement date, the offeror and its concert parties do not hold any voting rights or interests in any shares or related securities of the company [1] - The company has a total of 1,280,000,000 issued shares and does not have any outstanding convertible or exchangeable securities [1] Group 2 - The offeror believes that investing in the company provides an attractive platform to complement its existing business activities, with potential strategic value through synergies between the offeror and Shanghai Xijing, which primarily provides smart logistics solutions [2] - The company has applied to the Stock Exchange for the resumption of trading of its shares starting from December 2, 2025 [2]
新股发行及今日交易提示-20251128
HWABAO SECURITIES· 2025-11-28 08:16
New Stock Issuance - The new stock issued by Bai'ao Saitou (证券代码: 787796) is priced at 26.68 RMB per share[1] - Tianpu Co., Ltd. (证券代码: 605255) is undergoing a tender offer from November 20, 2025, to December 19, 2025[1] Market Alerts - Jianglong Shipbuilding (证券代码: 300589) has reported severe abnormal fluctuations in its stock price[1] - A total of 20 companies have been flagged for abnormal trading activities, indicating potential volatility in the market[2] Trading Information - The trading date for Bai'ao Saitou's new stock issuance is set for November 28, 2025[1] - Multiple companies, including Xinjing Road (证券代码: 000510) and Green Island Wind (证券代码: 301043), have recent announcements regarding their stock performance[1]
十倍大牛股,停牌核查!
Core Viewpoint - Tianpu Co., Ltd. has experienced significant stock price fluctuations, with a cumulative increase of 451.80% from August 22 to November 27, leading to a suspension of trading for further investigation [1] Group 1: Stock Performance and Trading Suspension - The stock price of Tianpu Co., Ltd. rose by 4.73% on November 27, closing at 147 CNY per share, with a market capitalization of 19.7 billion CNY [1] - The stock has seen a total increase of 1076.8% year-to-date [1] - The company has triggered multiple trading suspensions due to abnormal price fluctuations, with three suspensions occurring since August [1] Group 2: Risks and Financial Performance - The company has highlighted several risks, including the potential for its public shareholder ratio to fall below 25% if shareholders accept the buyout offer [2] - The acquirer, Zhonghao Xinying, has no asset injection plans related to this acquisition [2] - For the first three quarters of 2025, the company reported a revenue of approximately 230 million CNY, a year-on-year decrease of 4.98%, and a net profit of 17.85 million CNY, down 2.91% year-on-year [3] - The company has a small external circulation, with 75% of its total shares (134.08 million shares) held by controlling shareholders, posing a risk of irrational speculation [2]
数量创七年新高!要约收购密集出现,这四大特征透露关键信号
Zheng Quan Shi Bao· 2025-11-27 11:33
Core Viewpoint - The announcement of Zhongzhong Group's proposed acquisition of 189 million shares of Quanyin High-Tech, representing 20% of the company's shares, marks the first takeover bid in the A-share agricultural, forestry, animal husbandry, and fishery sector since 2019. This reflects a significant revival in the A-share takeover market following the introduction of the "Six Merger Rules" in September 2024, which has led to increased activity in mergers and acquisitions [1][2][3]. Summary by Relevant Sections Takeover Bid Characteristics - The A-share market has seen a total of 19 disclosed takeover bids this year, with 15 cases involving listed companies as target parties, both figures representing the highest since 2019 [3]. - Takeover bids are characterized by their public, equitable, and broad nature, requiring substantial financial backing from the acquirer [6]. Factors Driving the Revival of Takeover Bids - Four main factors are driving the resurgence of takeover bids: 1. The capital market's shift towards high-quality development and stricter regulatory policies, leading unlisted companies to seek control of listed firms [5]. 2. The encouragement of private equity funds to acquire control of listed companies for industrial integration [5]. 3. Local state-owned assets acquiring control of listed companies to facilitate industrial organization and capital operations [5]. 4. High shareholding ratios of original controlling shareholders triggering takeover bids during the transfer of control [5]. New Features of Takeover Bids - The industry distribution of takeover bids has broadened, with companies from 14 different industries participating, marking a new high since 2019 [6]. - The first reverse acquisition of an A-share by a B-share company occurred this year, showcasing innovative transaction structures [6]. - There is a notable increase in takeover bids focused on industrial integration, aligning with the "Six Merger Rules" [7]. - Enhanced protection for minority shareholders is evident, with nearly 70% of takeover bids this year offering premiums over the weighted average price of the stock prior to the announcement [8]. Market Performance and Impact - Takeover bids have shown a significant positive impact on the stock prices of target companies, with average price increases exceeding 3.5% on the announcement day and nearly 25% by the 20th trading day [10][12]. - The average market capitalization of target companies has increased by over 30% following the announcement of takeover bids [13]. - Financial metrics such as net profit and cash flow have improved significantly post-acquisition, with net profit increasing by nearly 40% in the year following the takeover [13]. Challenges and Risks - The success of takeover bids is influenced by various factors, including the attractiveness of the offer price, compliance with disclosure regulations, and the financial health of the target company [15][16]. - Failed takeover bids often correlate with declining financial indicators for the target companies, highlighting the risks involved [18][19].