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XD梅轮电: 浙江梅轮电梯股份有限公司第四届监事会第十五次会议决议公告
Zheng Quan Zhi Xing· 2025-06-23 16:11
Meeting Overview - The fourth supervisory board meeting of Zhejiang Meilun Elevator Co., Ltd. was held on June 23, 2025, in compliance with relevant regulations [1] - The meeting was attended by all three supervisors, chaired by Ms. Zhu Hong, with some directors and senior management present [1] Issuance of A Shares - The company plans to issue A shares to specific targets through a simplified procedure, following the authorization from the 2023 and 2024 annual general meetings [1] - A subscription agreement with the identified subscribers has been signed, subject to conditions, and approved by the 17th meeting of the fourth board of directors [1] Adjustments to Issuance Plan - The issuance price and quantity have been adjusted based on the 2024 annual equity distribution and a supplementary agreement has been signed with the identified subscribers [2] - The voting results for the adjustments showed unanimous support, with 7 votes in favor and no opposition [2] Feasibility and Analysis Reports - The feasibility analysis report for the use of funds raised from the stock issuance was approved with unanimous support [3] - An analysis report justifying the stock issuance plan was also approved, again with unanimous support [3] Risk and Return Measures - The company has prepared a report on the risks of immediate return dilution and measures to mitigate these risks, which was approved unanimously [4]
东方钽业: 公司第九届董事会独立董事专门会议2025年第五次会议决议
Zheng Quan Zhi Xing· 2025-06-23 14:40
因此,我们一致同意本议案,并同意将本议案提交公司董事会审 议,关联董事需回避表决。 对象发行股票方案的议案》 公司对本次向特定对象发行股票之发行方案符合《公司法》《证券 法》以及《发行注册管理办法》等相关法律、法规和规范性文件的规 定,合理、切实可行,符合公司的实际情况,符合公司长远发展规划 和全体股东利益,不存在损害公司及其股东特别是中小股东利益的情 形。 宁夏东方钽业股份有限公司第九届董事会 独立董事专门会议 2025 年第五次会议决议 宁夏东方钽业股份有限公司第九届董事会独立董事专门会议2025 年第五次会议于2025年6月22日以现场表决方式召开,应出席独立董 事3人,实际出席独立董事3人,经独立董事推举,本次会议由吴春芳 女士召集并主持。本次会议的召开符合法律、法规、规章及《公司章 程》的规定。与会独立董事审议了如下议案: 合向特定对象发行 A 股股票条件的议案》 根据《公司法》《证券法》以及《发行注册管理办法》等相关法律、 法规和规范性文件规定,我们对公司实际情况进行了逐项自查,认为 公司符合向特定对象发行股票的各项规定,具备向特定对象发行 A 股 股票的资格和条件。 因此,我们一致同意向特定对象 ...
东方钽业: 公司第九届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-06-23 14:40
Group 1 - The company held its 22nd meeting of the 9th Board of Directors on June 16, 2025, with all members ensuring the accuracy and completeness of the disclosed information [1] - The Board approved the issuance of A-shares to specific investors, confirming compliance with relevant laws and regulations [1][2] - The issuance will involve no more than 35 specific investors, including China Nonferrous Metal Mining Group Co., Ltd. and China Nonferrous Metal (Ningxia) Oriental Group Co., Ltd. [2][3] Group 2 - The shares will be issued at a price not lower than 80% of the average trading price over the previous 20 trading days [3][4] - The total amount raised from this issuance will not exceed RMB 1.2 billion, with funds allocated to three projects and working capital [5] - The maximum number of shares to be issued is capped at 151,490,478 shares [5] Group 3 - The company plans to use the raised funds for the construction of a digital hydrometallurgy factory, the renovation of a smelting production line, and the establishment of a high-end product production line [5] - The company will utilize self-raised funds for initial investments in these projects before the raised funds are available [5] Group 4 - After the issuance, if the shareholding of China Nonferrous Group and China Nonferrous Oriental Group increases by no more than 2%, the shares will be locked for 18 months; if the increase exceeds 2%, the lock-up period extends to 36 months [7][11][12] - The shares will be listed on the Shenzhen Stock Exchange [8] Group 5 - The Board authorized the management to handle all matters related to the issuance, including the establishment of a special account for the raised funds [14][15] - The company will hold a shareholders' meeting to discuss and vote on the issuance plan [16]
东方钽业: 关于公司拟与控股股东、实际控制人签署《关于向特定对象发行股票之股份认购协议》暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-23 14:39
Group 1 - The company plans to issue shares to specific investors, raising a total of no more than 1.2 billion yuan, with the actual number of shares to be determined after approval from the China Securities Regulatory Commission [1][2][3] - The controlling shareholder, China Nonferrous Mining Group Co., Ltd., intends to subscribe for 480 million yuan of the shares, fully in cash [1][2] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing date [6][7] Group 2 - The issuance constitutes a related party transaction as both the controlling shareholder and the company have a direct relationship [3][4] - The financial data of China Nonferrous Mining Group as of December 31, 2024, shows total assets of approximately 12.55 billion yuan and net profit of approximately 575.78 million yuan [3] - The financial data of the controlling shareholder, China Nonferrous (Ningxia) Oriental Group Co., Ltd., indicates total assets of approximately 504.70 million yuan and net profit of approximately 25.72 million yuan as of December 31, 2024 [4] Group 3 - The purpose of the fundraising is to enhance the company's market position in the tantalum and niobium application field, increase market share, and improve competitiveness [6][7] - The transaction will not change the company's control and will not adversely affect the company or minority shareholders [7][8] - The final issuance price will be determined based on the subscription results and will adhere to the relevant regulations set by the China Securities Regulatory Commission [5][6]
东方钽业: 宁夏东方钽业股份有限公司关于向特定对象发行股票摊薄即期回报及采取填补措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-06-23 14:39
Core Viewpoint - The company is issuing shares to specific investors, which will dilute immediate returns but has proposed measures to compensate for this dilution and ensure the protection of minority investors' interests [1][4]. Financial Impact - The total number of shares will increase from 50,496.83 million to 65,645.88 million after the issuance, with an estimated fundraising amount of 120,000 million [2][4]. - The basic earnings per share (EPS) are projected to decrease from 0.46 to 0.42 under a 10% net profit growth scenario, and further to 0.34 under a 0% growth scenario, and to 0.28 under a -10% growth scenario [3][4]. Necessity and Reasonableness of the Issuance - The fundraising aligns with industry development trends and the company's future plans, enhancing financial strength and profitability while optimizing capital structure [4][5]. Relationship of Fundraising Projects to Existing Business - The raised funds will be allocated to three construction projects and to supplement working capital, which are closely related to the company's main business and will enhance production scale and market share [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company plans to accelerate project investment progress and improve the efficiency of fund usage to mitigate the dilution of immediate returns [7]. - A management plan for the raised funds has been established to ensure proper storage and usage, with ongoing supervision by the board [7]. - The company aims to enhance governance and cost management to improve operational efficiency and profitability [7][8]. Commitments from Major Stakeholders - The controlling shareholders and management have made commitments to ensure the effectiveness of measures to compensate for the dilution of immediate returns [9][10].
麦捷科技控股股东拟减持 2021年定增募13.4亿元
Zhong Guo Jing Ji Wang· 2025-06-23 14:22
远致富海电子信息系由公司实际控制人深圳市特发集团有限公司(以下简称"特发集团")联合其他合伙人 共同设立的有限合伙企业,现因特发集团之外的其他部分合伙人短期资金筹措的需要,提出适当减持的 请求。减持价格根据减持时市场价格确定。 中国经济网北京6月23日讯麦捷科技(300319)(300319.SZ)20日发布关于控股股东减持公司股份的预披 露公告。麦捷科技控股股东深圳远致富海电子信息投资企业(有限合伙)(以下简称"远致富海电子信 息"),持有公司股份125,689,180股(占公司总股本比例14.30%),计划在公告披露之日起15个交易日后的 3个月内以集中竞价方式减持公司股份不超过8,790,958股(占公司总股本比例1%)。 麦捷科技2021年7月14日发布的向特定对象发行股票上市公告书显示,此次发行的股票为境内上市的人 民币普通股(A股)。新增股份的上市时间为2021年7月16日,新增股份上市日公司股价不除权,股票交易 设涨跌幅限制。保荐机构(联合主承销商)为国信证券股份有限公司,保荐代表人为颜利燕、张伟权。 此次发行数量为157,647,058股,发行价格为8.50元/股。此次发行的募集资金总额为1, ...
长缆科技: 关于2025年度向特定对象发行股票摊薄即期回报的风险提示及填补回报措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-06-20 13:13
Core Viewpoint - The announcement discusses the potential dilution of immediate returns for shareholders due to the issuance of new shares to specific investors, along with measures to compensate for this dilution [1][4][8]. Financial Impact of the Issuance - The company estimates that the total number of shares will increase from 19,310.76 million to 23,072.00 million after the issuance [2][3]. - The net profit attributable to shareholders is projected to remain the same as 2024 at 74.68 million, leading to a basic earnings per share (EPS) of 0.39 yuan, which may decrease to 0.32 yuan post-issuance [2][3]. - In scenarios where net profit increases by 10% and 20%, the EPS would be 0.43 yuan and 0.46 yuan respectively, indicating a potential recovery in returns [3][4]. Necessity and Reasonableness of the Issuance - The funds raised will be used for expanding production capacity, technological upgrades, and enhancing marketing and service systems, which align with the company's strategic goals [4][5]. - The investment projects are expected to enhance the company's competitiveness and sustainable development capabilities [4][5]. Relationship with Existing Business - The projects funded by the issuance are extensions of the company's existing business, complying with national industrial policies and enhancing market opportunities [4][5]. - The company has a strong talent pool and technical expertise, which supports the successful implementation of the investment projects [5][6]. Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the management of raised funds to ensure compliance and effective use, thereby protecting investor interests [7][8]. - There will be an emphasis on accelerating project implementation to achieve expected returns quickly [7]. - The company plans to enhance governance and internal controls to ensure operational efficiency and risk management [7][8]. Commitments from Key Stakeholders - The controlling shareholder and management have committed to not interfere with company operations or harm its interests, ensuring adherence to the measures designed to mitigate return dilution [9][10].
神开股份: 第五届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 12:39
Core Viewpoint - The company has approved a plan to issue shares through a simplified procedure to specific investors, aiming to raise up to 220 million yuan for various projects [2][6][10]. Group 1: Meeting and Approval - The board meeting was held on June 12, 2025, with all 9 directors present, and the resolution to issue shares was passed unanimously [1]. - The board confirmed that the company meets the conditions for issuing shares through a simplified procedure [2]. Group 2: Issuance Details - The type of shares to be issued is ordinary shares with a par value of 1.00 yuan each [3]. - The issuance will occur within 10 working days after receiving approval from the China Securities Regulatory Commission (CSRC) [3]. - The issuance will target qualified institutional investors, including securities investment funds, securities companies, trust companies, and qualified foreign institutional investors [3][4]. Group 3: Pricing and Quantity - The issuance price will not be lower than the average trading price of the company's shares over the 20 trading days prior to the pricing date [4][5]. - The total number of shares issued will not exceed 30% of the company's total share capital before the issuance [5][6]. Group 4: Fund Utilization - The total amount raised will be used for specific projects, with the entire net amount after deducting issuance costs allocated accordingly [6][7]. - The company plans to invest in projects using self-raised funds before the issuance proceeds are available, with adjustments made if the actual raised amount is less than planned [7]. Group 5: Shareholder Rights and Restrictions - The unallocated profits before the issuance will be shared among new and existing shareholders based on their shareholding ratios post-issuance [8]. - Shares acquired by specific investors will have a lock-up period of 6 months from the issuance date [6][8]. Group 6: Additional Resolutions - The board has also approved the acquisition of a 51% stake in Beijing Blue Ocean Zhixin Energy Technology Co., Ltd. for 60 million yuan, which will become a subsidiary of the company [12][13].
长缆科技: 第五届监事会第十次会议决议公告
Zheng Quan Zhi Xing· 2025-06-20 12:39
Core Viewpoint - The company has approved a plan for a private placement of shares to specific investors in 2025, which requires further approval from the upcoming shareholders' meeting [1][7]. Group 1: Share Issuance Details - The company plans to issue A-shares with a par value of RMB 1.00 each, with a maximum of 57,932,292 shares, not exceeding 30% of the total share capital before the issuance [2][4]. - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities [2][3]. - The pricing for the shares will be set at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [3][4]. Group 2: Fundraising and Utilization - The total amount to be raised from this issuance is capped at RMB 460 million, which will be used entirely for the expansion of high-voltage and ultra-high-voltage cable accessories and other power equipment technology renovation projects [5][6]. - The company may initially use self-raised funds for the projects and later replace them with the raised funds once available [6]. Group 3: Regulatory Compliance and Reporting - The company has confirmed that it does not need to prepare a report on the use of previous fundraising as it has not raised funds through various means in the last five accounting years [10]. - The company has also prepared a feasibility analysis report regarding the use of the raised funds, which will be submitted for approval [8][9]. Group 4: Shareholder Returns and Future Planning - A plan for shareholder returns over the next three years (2025-2027) has been developed, which will also be presented for approval at the upcoming shareholders' meeting [12]. - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders due to the new issuance [10].
长缆科技: 监事会关于公司2025年度向特定对象发行股票相关事项的书面审核意见
Zheng Quan Zhi Xing· 2025-06-20 12:39
Core Viewpoint - The Supervisory Board of Changlan Technology Group Co., Ltd. has provided written review opinions regarding the company's plan to issue stocks to specific targets in 2025, emphasizing that the issuance is feasible and beneficial for enhancing the company's core competitiveness and sustainable profitability [2]. Group 1 - The issuance plan complies with relevant laws and regulations, ensuring that it does not harm the interests of the company and minority shareholders [2]. - The analysis report considers the company's industry position, development stage, financing plans, and financial status, validating the background and purpose of the issuance [2]. - The fundraising projects align with national policies and the company's overall strategic development plan, confirming their necessity and feasibility [2]. Group 2 - The company is not required to prepare a report on the use of previous fundraising due to the elapsed time since the last fundraising, as per regulatory guidelines [2]. - The company has clarified its commitment to reasonable returns for shareholders, particularly minority shareholders, in accordance with relevant regulations [2]. - Measures to mitigate the dilution effect on immediate returns from the stock issuance have been proposed, with commitments from major stakeholders to protect minority shareholders' interests [2]. Group 3 - The company aims to create a differentiated advantage in product quality and deepen its industrial layout in the cable accessory and supporting product sectors, enhancing its service coverage in downstream areas [2]. - This strategy is expected to improve the company's risk resistance, sustainable profitability, and overall competitiveness, thereby safeguarding the interests of all shareholders [2].