向特定对象发行股票
Search documents
尚纬股份: 尚纬股份有限公司2025年第二次临时股东会会议资料
Zheng Quan Zhi Xing· 2025-07-17 16:29
Core Viewpoint - The company plans to issue shares to specific investors, primarily its controlling shareholder, Fuhua Chemical, to raise funds for various projects and enhance its capital structure [4][5][9]. Group 1: Share Issuance Details - The company intends to issue up to 181,338,685 shares, which will not exceed 30% of the total share capital after excluding treasury shares [5]. - The issuance price is set at 6.31 yuan per share, which is at least 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 1,144.2471 million yuan [6]. Group 2: Use of Proceeds - The funds raised will be allocated to specific projects, with the total investment amounting to 1,144.2471 million yuan [6]. - If the net proceeds are insufficient for project needs, the company will use its own funds or other financing methods to cover the shortfall [6]. Group 3: Shareholder Meeting Agenda - The shareholder meeting will include discussions on the feasibility analysis report for the fund usage, the dilution of immediate returns, and measures to compensate for this dilution [9][10][11]. - The meeting will also address the authorization for the board to handle all matters related to the share issuance [12][13]. Group 4: Regulatory Compliance - The company has confirmed its eligibility to issue shares to specific investors under relevant laws and regulations [2][4]. - The issuance will comply with the requirements set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [4][12]. Group 5: Related Transactions - The share issuance constitutes a related party transaction as Fuhua Chemical is the controlling shareholder [11]. - Fuhua Chemical has committed to not transferring the newly issued shares for 36 months post-issuance [14].
万事利: 杭州万事利丝绸文化股份有限公司创业板向特定对象发行股票发行情况报告书
Zheng Quan Zhi Xing· 2025-07-17 12:16
Core Viewpoint - Hangzhou Wensli Silk Culture Co., Ltd. is conducting a private placement of A-shares to specific investors, raising a total of approximately RMB 600 million, with a focus on expanding its silk-related product offerings and enhancing its market position [1][4]. Group 1: Company Overview - The company is based in Hangzhou, Zhejiang Province, with a registered capital of RMB 188.84 million [2]. - It specializes in the research, design, production, and sales of silk-related products, integrating traditional silk culture with creative design and digital printing technology [2][3]. - Main products include silk cultural creative items and silk textile products, with the "Wensli" brand being a core focus [3]. Group 2: Issuance Details - The issuance involves a total of 46,082,949 shares at a price of RMB 13.02 per share, resulting in total funds raised of RMB 599,999,995.98 [4][5]. - After deducting issuance costs of RMB 14,505,062.15, the net proceeds amount to RMB 585,494,933.83 [4][5]. - The issuance is approved by the China Securities Regulatory Commission and complies with relevant regulations [4][19]. Group 3: Investor Participation - A total of 17 specific investors participated in the issuance, with the largest allocation going to Zhoushan Sixian Investment Partnership, which received 1,536,098 shares [11][12]. - The lock-up period for shares varies, with some investors restricted from transferring their shares for 6 to 18 months post-issuance [5][11]. - The investor pool includes various asset management companies and private equity funds, ensuring a diverse range of financial backing [11][12][13]. Group 4: Regulatory Compliance - The issuance process followed all necessary internal decision-making procedures, including approvals from independent directors and shareholders [3][4]. - The company has confirmed that all participating investors meet the suitability requirements as per regulatory standards [17][18]. - There are no significant transactions or future arrangements between the company and the investors in the past year, ensuring compliance with regulatory requirements [19].
开开实业: 关于向特定对象发行A股股票导致股东权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-07-17 08:07
股票代码:600272 股票简称:开开实业 编号:2025-041 联系电话 021-62770303 (二)本次权益变动情况 第十八次会议审议通过。对公司符合向特定对象发行 A 股股票条件、 本次发行股票的种类和面值、发行方式和发行时间、发行对象及认 购方式、发行价格和定价原则、发行数量、限售期、上市地点、滚 存利润的安排、发行决议有效期、募集资金投向等事项作出了决议。 资委关于上海开开实业股份有限公司向特定对象发行 A 股股票有关 问题的批复》,原则同意本次发行方案。 上海开开实业股份有限公司 关于向特定对象发行A股股票 导致股东权益变动的提示性公告 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。 重要内容提示: ? 本次股东权益变动属于增持,本次权益变动源于上海开开实 业股份有限公司(以下简称"公司")向特定对象发行 A 股股票(以 下简称"本次发行")。本次发行符合《上市公司收购管理办法》第 六十三条豁免要约收购义务的相关规定。 ? 本次权益变动不会使公司控股股东及实际控制人发生变化。 本次权益变动前,上海开开(集 ...
金沃股份:向特定对象发行股票申请获深交所受理
news flash· 2025-07-17 08:05
金沃股份(300984)公告,公司于2025年7月16日收到深圳证券交易所出具的《关于受理浙江金沃精工 股份有限公司向特定对象发行股票申请文件的通知》。深交所对公司报送的向特定对象发行股票的申请 文件进行了核对,认为申请文件齐备,决定予以受理。本次向特定对象发行股票事项尚需通过深交所审 核,并获得中国证监会同意注册后方可实施,最终能否通过审核及其时间尚存在不确定性。公司将根据 进展情况及时履行信息披露义务。 ...
山高环能: 监事会关于公司向特定对象发行A股股票相关事项的书面审核意见
Zheng Quan Zhi Xing· 2025-07-16 13:12
Core Viewpoint - The company is proceeding with a private placement of A-shares to specific investors, which is deemed compliant with relevant laws and regulations, and is expected to enhance its financial strength and optimize its capital structure [1][4]. Group 1: Compliance and Approval - The issuance of A-shares meets the qualifications and conditions set forth in the Company Law, Securities Law, and relevant regulatory documents [1][4]. - The pricing method for the issuance is fair and does not harm the interests of the company or minority shareholders [1][2]. - The decision-making process for the issuance is legal and compliant, ensuring no detriment to the company and its shareholders [4]. Group 2: Financial Impact - The funds raised from this issuance will strengthen the company's financial position, improve its risk resistance, and partially meet the funding needs for business development [2][4]. - The proposed use of the raised funds aligns with the company's actual situation and is deemed necessary and feasible [2]. Group 3: Related Party Transactions - The subscription of shares by Shandong High-speed Industrial Investment Co., Ltd. constitutes a related party transaction, which has been conducted in accordance with national laws and regulations [3]. - The agreement with Shandong High-speed Industrial Investment Co., Ltd. includes a commitment that shares acquired will not be transferred for 36 months post-issuance, complying with relevant regulations [3].
步科股份: 上海步科自动化股份有限公司2023年度向特定对象发行A股股票发行情况报告书
Zheng Quan Zhi Xing· 2025-07-16 13:11
Core Viewpoint - Shanghai Buke Automation Co., Ltd. is conducting a private placement of A-shares, raising approximately RMB 464.99 million through the issuance of 6,832,206 shares at a price of RMB 68.06 per share, with the funds aimed at enhancing the company's capital structure and supporting its business operations [7][9][28]. Group 1: Issuance Details - The total number of shares issued in this private placement is 6,832,206 shares, with a total fundraising amount of RMB 464,999,940.36, after deducting issuance costs of RMB 8,390,694.08, resulting in a net fundraising amount of RMB 456,609,246.28 [7][9]. - The issuance price is set at RMB 68.06 per share, which is determined based on the average trading price of the company's shares over the 20 trading days prior to the pricing date [8][9]. - The shares issued will be subject to a six-month lock-up period post-issuance, during which the investors cannot transfer their shares [11][22]. Group 2: Compliance and Approval - The issuance has complied with relevant internal decision-making procedures and has received approval from the China Securities Regulatory Commission (CSRC) [4][6]. - The company has confirmed that all board members and senior management have signed off on the issuance report, ensuring the accuracy and completeness of the information provided [1][2]. - The issuance process has been verified by the underwriting firms and legal counsel, confirming adherence to applicable laws and regulations [22][24]. Group 3: Investor Participation - A total of 14 investors participated in the issuance, all of whom are compliant with the relevant regulations and have signed subscription agreements with the company [9][11]. - The investors include various asset management firms and individual investors, with the largest subscription amount being RMB 1,500,000 from a private equity fund [15][20]. - The company has ensured that no related parties, including major shareholders and management, participated in the issuance, maintaining compliance with regulatory requirements [21][22]. Group 4: Impact on Company Structure - Following the issuance, the company's total share capital will increase to 90,832,206 shares, with the newly issued shares representing 7.52% of the total share capital [28]. - The issuance is expected to enhance the company's financial strength and optimize its capital structure, thereby improving its debt repayment capacity [28]. - The company does not anticipate any significant changes to its business structure as a result of this issuance, as it will continue to focus on its existing core operations [28].
尚纬股份: 尚纬股份有限公司第六届董事会独立董事专门会议第一次会议决议
Zheng Quan Zhi Xing· 2025-07-16 12:13
Core Points - The company held its first special meeting of the sixth board of independent directors on July 16, 2025, to discuss the issuance of shares to specific targets [1][2] - The independent directors unanimously approved the proposal for the company to issue shares to specific targets, confirming that the company meets all necessary qualifications and conditions [2][3] - The proposed issuance involves a maximum of 181,338,685 shares, which is not more than 30% of the company's total share capital after excluding treasury shares [4][5] Summary by Sections Issuance Proposal - The independent directors approved the proposal for the company to issue shares to specific targets, which will be submitted to the board's second meeting for further review [2][3] - The shares to be issued are domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [2][3] - The issuance price is set at RMB 6.31 per share, which is not less than 80% of the average trading price over the previous 20 trading days [3][4] Subscription and Use of Proceeds - The controlling shareholder, Fuhua Chemical, will subscribe to all shares issued in cash [3][4] - The total amount raised from this issuance is expected to be no more than RMB 1,144.2471 million, which will be used for specified projects [5][6] Shareholder Return and Future Planning - The company has established a shareholder return plan for the next three years (2025-2027) to ensure a stable profit distribution policy [9][10] - The independent directors believe that the plan aligns with legal regulations and does not harm the interests of shareholders, especially minority shareholders [9][10] Related Transactions and Authorizations - The independent directors approved the signing of a conditional share subscription agreement with Fuhua Chemical, which constitutes a related party transaction [11][12] - The board will seek authorization from the shareholders' meeting to handle all matters related to the share issuance [12][13] - The independent directors also agreed to exempt Fuhua Chemical from making a mandatory tender offer due to the increase in shareholding post-issuance [14][15] Previous Fund Usage Report - The company prepared a special report on the usage of previously raised funds, which was verified by an accounting firm [16]
尚纬股份: 关于向特定对象发行股票摊薄即期回报、采取填补回报措施及相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-07-16 12:11
Core Viewpoint - The company is issuing A-shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution [1][5]. Financial Impact of the Stock Issuance - The maximum number of shares to be issued is 181,338,685, which will increase the total share capital from 621,527,586 to 802,866,271 shares [2][3]. - The company estimates three scenarios for the impact on earnings per share (EPS) based on net profit changes: a 20% increase, no change, and a 20% decrease compared to 2024 [3][4]. - Under the assumption of a 20% increase in net profit, the diluted EPS (non-recurring) is projected to be 0.02 yuan per share post-issuance, compared to 0.01 yuan per share pre-issuance [4]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that align with the company's development strategy and industry trends, enhancing overall strength and benefiting all shareholders [5][6]. Relationship of Fundraising Projects to Existing Business - The funds will support digital upgrades, marketing initiatives, and working capital, which are essential for improving management efficiency and service capabilities [6]. Measures to Address Dilution of Immediate Returns - The company will manage the raised funds strictly according to regulations, ensuring they are used for the intended purposes [7]. - Governance structures will be enhanced to protect shareholder rights and ensure effective decision-making [7]. - Internal controls and talent management will be improved to boost operational efficiency and reduce costs [7]. - A profit distribution policy will be implemented to ensure consistent returns to investors [7]. Commitments from Relevant Parties - The controlling shareholder and management have committed to fulfilling the measures to compensate for the dilution of immediate returns, with legal accountability for any breaches [8][9].
水发燃气: 关于实施2024年度权益分派后调整向特定对象发行股票方案的公告
Zheng Quan Zhi Xing· 2025-07-16 10:15
Core Points - The company has adjusted the issuance price and quantity of shares for a specific target audience following the completion of the 2024 annual equity distribution [1][5] - The adjusted issuance price is set at 5.23 CNY per share, down from the previous 5.29 CNY per share, while the maximum number of shares to be issued has increased from 94,517,958 shares to 95,602,294 shares [1][5] Issuance Price and Quantity Adjustment - The adjustment of the issuance price and quantity is based on the completion of the 2024 annual equity distribution, which involved a cash dividend of 0.068 CNY per share [4][5] - The new issuance price is calculated by subtracting the cash dividend from the previous price, resulting in 5.23 CNY per share [5] - The maximum number of shares to be issued is determined by the total fundraising amount of 500 million CNY divided by the adjusted issuance price, leading to the new maximum of 95,602,294 shares [5] Approval Process - The adjustments have been approved by various meetings of the company's board and supervisory board, as well as by the shareholders' meeting [1][2] - The issuance is subject to approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [5]
国能日新: 国能日新科技股份有限公司向特定对象发行股票发行情况报告书
Zheng Quan Zhi Xing· 2025-07-15 16:30
Core Viewpoint - The report outlines the issuance of shares by State Power Rixin Technology Co., Ltd. to specific investors, detailing the compliance and procedural aspects of the issuance [1][2][4]. Group 1: Issuer Information - The issuer, State Power Rixin Technology Co., Ltd., was established on February 2, 2008, and is listed on the Shenzhen Stock Exchange under the stock code 301162.SZ with a registered capital of 120.22 million yuan [6][12]. - The company focuses on technology development, promotion, transfer, consulting, and services related to computer systems and software [6]. Group 2: Issuance Details - The issuance involves 12,362,068 shares, fully subscribed by the actual controller, Yongzheng, which does not exceed 30% of the total share capital prior to the issuance [12][15]. - The issuance price was set at 37.57 yuan per share, adjusted to 37.12 yuan after considering dividend distributions [13][14]. Group 3: Fundraising and Financials - The total amount raised from this issuance is 377,661,177.40 yuan, with a net amount of 368,687,196.23 yuan after deducting issuance costs [11][14]. - The funds will be allocated to projects including a microgrid and virtual power plant management platform, and a new energy integrated research and development platform [23]. Group 4: Shareholder Structure - Post-issuance, the total share capital will increase to 132,583,724 shares, with the proportion of limited sale shares rising to 35.72% [22][23]. - Yongzheng remains the controlling shareholder, ensuring that the company's control structure remains unchanged [23]. Group 5: Compliance and Legal Opinions - The issuance process has been confirmed to comply with relevant laws and regulations, with the underwriting and legal teams affirming the legitimacy of the issuance and the sources of funds [27][28]. - The report includes statements from the underwriting firm and legal counsel, confirming the absence of misleading information or significant omissions [29][30].