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上海百联集团股份有限公司关于世纪联华子公司股权转让及委托管理暨关联交易的公告
Shang Hai Zheng Quan Bao· 2025-11-19 18:46
Core Viewpoint - Shanghai Bailian Group Co., Ltd. is transferring 100% equity of Yangpu Century Bailian from its subsidiary Century Bailian to Dongran Industrial for a price of RMB 78.286 million, followed by a management service agreement between the two parties [2][4]. Summary by Sections Transaction Overview - The transaction involves the transfer of 100% equity of Yangpu Century Bailian for RMB 78.286 million, with a management service agreement to be established post-transfer [2][4]. - The transaction is classified as a related party transaction as Dongran Industrial is a wholly-owned subsidiary of Bailian Group, the controlling shareholder of the company [2][4]. Transaction Details - The transfer price is based on the net asset evaluation of Yangpu Century Bailian, which was assessed at RMB 78.286 million, reflecting a 32.6% increase in value from its book value of RMB 59.041 million [9]. - The management agreement will last for three years, during which Century Bailian will provide operational management services to Yangpu Century Bailian [10][11]. Financial Impact - The transaction is expected to promote the sustainable development of the company and enhance its focus on core businesses in Shanghai and Zhejiang [12]. - The company will not provide guarantees or financial support to Yangpu Century Bailian post-transaction [12]. Approval Process - The transaction requires approval from the shareholders' meeting of Century Bailian but does not require approval from the company's shareholders' meeting [4][6]. - The board of directors has already reviewed and approved the transaction in multiple meetings, with related directors abstaining from voting [5][12].
中国软件与技术服务股份有限公司第八届董事会第二十六次会议决议公告
Shang Hai Zheng Quan Bao· 2025-11-19 18:23
Group 1 - The board of directors of China Software and Technology Service Co., Ltd. held its 26th meeting of the 8th session on November 18, 2025, to discuss various proposals [2][3][4] - The meeting was attended by all 7 directors, and decisions were made via communication voting [3][4] - The board approved the revision of the "Audit Committee Work Rules" to enhance corporate governance and compliance with relevant laws and regulations [5][6] Group 2 - The board approved a proposal for a joint capital reduction with the controlling shareholder, China Electronics, to exit the jointly invested company, China Logistics Group Digital Technology Co., Ltd. (Logistics Digital) [7][8] - The registered capital of Logistics Digital is 500 million yuan, with China Software holding a 36% stake. After the capital reduction, both China Software and China Electronics will no longer hold shares in Logistics Digital [7][21] - The estimated return from the capital reduction for China Software is approximately 86 million yuan, while China Electronics is expected to recover about 19 million yuan [7][21] Group 3 - The board approved the proposal to dissolve the subsidiary, Zhongbiao Yiyun Information Technology Co., Ltd., due to stagnant operations and negative net assets [11][12] - The decision aims to optimize the company's structure and control investment risks, aligning with long-term interests [12][13] Group 4 - The board approved a donation of 8 million yuan by the subsidiary, Qilin Software, to the Open Atom Open Source Foundation to support open-source projects [14][15] - This donation will help maintain Qilin Software's status as a platinum donor and support various open-source initiatives [14][17] Group 5 - The board proposed to convene the 4th extraordinary general meeting of shareholders on December 5, 2025, to review several key proposals, including the appointment of the 2025 audit firm and the capital reduction proposal [20][67] - The meeting will be held at the company's headquarters, and shareholders can participate through both on-site and online voting [67][68]
南京证券:关于向特定对象发行A股股票涉及关联交易的公告
Zheng Quan Ri Bao· 2025-11-19 13:36
Core Points - Nanjing Securities announced the approval of a specific stock issuance to certain investors, which includes related party transactions [2] - The issuance has received registration approval from the China Securities Regulatory Commission [2] - Two major shareholders, Nanjing New Industry Investment Group and Nanjing Transportation Construction Investment Holding Group, intend to subscribe to the stock issuance, with proposed amounts of up to 350 million yuan and 327 million yuan respectively [2] Summary by Categories - **Company Actions** - Nanjing Securities will hold its 14th meeting of the 4th Board of Directors on November 19, 2025, to review the stock issuance proposal [2] - The stock issuance is categorized as a related party transaction due to the involvement of shareholders holding more than 5% of the company's shares [2] - **Investor Participation** - Nanjing New Industry Investment Group plans to subscribe for up to 350 million yuan [2] - Nanjing Transportation Construction Investment Holding Group plans to subscribe for up to 327 million yuan [2] - **Regulatory Approval** - The stock issuance has been approved by the China Securities Regulatory Commission, allowing the company to proceed with the plan [2]
百洋医药(301015.SZ):关联方拟向全资子公司百洋萨普增资
Ge Long Hui A P P· 2025-11-19 11:41
格隆汇11月19日丨百洋医药(301015.SZ)公布,为满足河北百洋萨普医疗设备科技有限公司(简称"百洋 萨普")的经营发展需求,增强其资本实力,百洋萨普拟引入ZapTherapeuticSolutionsLimited(简 称"ZapTherapeutic")增资490万美元。百洋萨普系青岛百洋医药股份有限公司全资子公司百洋健康产业 国际商贸有限公司(简称"百洋健康")持股100%的公司,百洋健康放弃本次增资的优先认缴出资权。 本次增资完成后,百洋萨普的注册资本将由510万美元增加至1,000万美元,百洋健康的持股比例将下降 至51%,本次交易不会导致公司合并报表范围变更。ZapTherapeutic为ZapMedicalSystem,Ltd.的全资子公 司,ZapMedicalSystem,Ltd.为公司间接参股的公司且公司高级管理人员王廷伟担任其董事。根据《深圳 证券交易所创业板股票上市规则》相关规定及实质重于形式的原则,公司认定ZapTherapeutic为公司的 关联方,本次交易构成关联交易。 ...
百洋医药:关联方拟向全资子公司百洋萨普增资
Ge Long Hui· 2025-11-19 11:36
格隆汇11月19日丨百洋医药(301015.SZ)公布,为满足河北百洋萨普医疗设备科技有限公司(简称"百洋 萨普")的经营发展需求,增强其资本实力,百洋萨普拟引入ZapTherapeuticSolutionsLimited(简 称"ZapTherapeutic")增资490万美元。百洋萨普系青岛百洋医药股份有限公司全资子公司百洋健康产业 国际商贸有限公司(简称"百洋健康")持股100%的公司,百洋健康放弃本次增资的优先认缴出资权。 本次增资完成后,百洋萨普的注册资本将由510万美元增加至1,000万美元,百洋健康的持股比例将下降 至51%,本次交易不会导致公司合并报表范围变更。ZapTherapeutic为ZapMedicalSystem,Ltd.的全资子公 司,ZapMedicalSystem,Ltd.为公司间接参股的公司且公司高级管理人员王廷伟担任其董事。根据《深圳 证券交易所创业板股票上市规则》相关规定及实质重于形式的原则,公司认定ZapTherapeutic为公司的 关联方,本次交易构成关联交易。 ...
渝开发:子公司拟向关联方出售住宅资产
Ge Long Hui· 2025-11-19 09:46
格隆汇11月19日丨渝开发(000514.SZ)公布,董事会同意公司全资子公司重庆渝开发物业管理有限公司 (简称:"物业公司")采取非公开方式以评估价值1239.62万元向公司关联方重庆市城市建设土地发展 有限责任公司(简称:"土地发展公司")出售建筑面积为1508.2㎡的祈年悦城5栋4楼5楼住宅资产。由 于重庆市城市建设投资(集团)有限公司(简称"重庆城投")为公司控股股东,土地发展公司为重庆城 投100%控股的企业法人,故本次交易事项构成关联交易。 ...
IPO雷达|慧谷新材剥离子公司后仍“藕断丝连”,研发费用八成用于职工薪酬
Sou Hu Cai Jing· 2025-11-19 06:16
深圳商报·读创客户端记者 宁可坚 据深交所消息,11月17日,广州慧谷新材料科技股份有限公司(简称"慧谷新材")回复了问询函并更新 招股说明书,保荐机构为中信证券股份有限公司。 招股书显示,慧谷新材是一家专注于高分子材料领域,基于自主研发驱动的平台型功能性涂层材料企 业,致力于成为全球领先的功能性材料科技创新引领者。公司主营业务为功能性树脂和功能性涂层材料 的研发、生产和销售。 产品售价预计继续下滑 报告期内,公司主要产品的销售均价呈下降趋势。从公司披露的数据来看,各业务板块中,除电子材料 业务外,其他主要业务板块的产品价格在报告期内均出现下降。 | | | | | | | | 1 | | --- | --- | --- | --- | --- | --- | --- | --- | | 项目 | 2025 年 1-6 月 | | 2024 年度 | | 2023 年度 | | 2022 年度 | | | 价格 | 变化率 | 价格 | 变化率 | 价格 | 变化率 | 价格 | | 家电 | 8.50 | -4.84% | 8.93 | -2.40% | 9.15 | -5.04% | 9.64 | | 包 ...
嘉戎技术拟并购杭州蓝然
Shen Zhen Shang Bao· 2025-11-19 03:10
Core Viewpoint - The company, Jiarong Technology, is planning to acquire control of Hangzhou Lanan Technology through a share issuance, leading to a significant asset restructuring and potential related party transactions [1][2]. Group 1: Acquisition Details - Jiarong Technology has signed a letter of intent with major shareholders of Hangzhou Lanan to purchase all shares through a share issuance [1]. - The transaction is expected to be completed within 10 trading days, with a disclosure of the transaction plan [1]. - The acquisition is anticipated to result in the major counterpart holding over 5% of Jiarong Technology post-transaction, constituting a related party transaction [1]. Group 2: Financial Performance - For the first three quarters, Jiarong Technology reported revenue of 362 million, a year-on-year decrease of 7.53%, while net profit attributable to shareholders increased by 12.95% [2]. - The company's net profit is projected to decline over the next three years, with estimates of 107 million, 58.07 million, and 50.20 million for 2022, 2023, and 2024 respectively [2]. - Jiarong Technology's gross profit margin stands at 41.18%, ranking favorably among peers in the water environment engineering equipment sector [2]. Group 3: Hangzhou Lanan Technology Background - Hangzhou Lanan, established in 2009, specializes in the research, production, and sales of ion exchange membranes and related equipment, which complements Jiarong Technology's membrane technology business [2]. - The company previously attempted to go public but withdrew its application due to regulatory issues, including financial misreporting and internal control failures [3]. - Hangzhou Lanan's overall valuation is estimated at approximately 1.28 billion based on a recent share transfer [2].
连亏股锦盛新材被罚 隐瞒与实控人侄子1.2亿关联交易
Zhong Guo Jing Ji Wang· 2025-11-19 02:41
Core Viewpoint - Jinsheng New Materials (300849.SZ) has received an administrative penalty decision from the China Securities Regulatory Commission (CSRC) for failing to disclose related party transactions in its 2022 annual report, which constitutes a violation of the Securities Law [1][3]. Group 1: Related Party Transactions - Jinsheng New Materials signed a construction contract with Zhejiang Hongxiang Construction Engineering Co., Ltd. for a project to produce 60 million sets of cosmetic packaging containers, which was then subcontracted to Ruan Zhongyan, the actual controller's nephew, constituting a related party transaction [1][2]. - The related party transaction amounted to 120 million yuan in 2022, accounting for 18.6% of the company's audited net assets for that year [2]. Group 2: Violations and Penalties - The company and its executives, including the chairman and general manager, failed to ensure the accuracy and completeness of the 2022 annual report, violating multiple provisions of the Securities Law [3][4]. - Jinsheng New Materials was fined 1.5 million yuan, while the chairman and other executives received individual fines ranging from 50,000 to 1 million yuan [4]. Group 3: Financial Performance - Jinsheng New Materials reported revenues of 243 million yuan, 260 million yuan, and 333 million yuan for the years 2022 to 2024, with net losses of approximately 22.5 million yuan, 23.9 million yuan, and 22.6 million yuan respectively [6]. - For the first three quarters of 2025, the company achieved revenues of 238 million yuan, a year-on-year decline of 8.41%, with a net loss of approximately 9.5 million yuan, a significant year-on-year decrease of 1183.73% [6].
永泰运化工物流股份有限公司 关于变更公司经营范围、修订《公司 章程》并办理工商变更登记的公告
Sou Hu Cai Jing· 2025-11-18 23:33
Core Viewpoint - Yongtai Logistics Co., Ltd. is expanding its business scope to include automobile sales and new energy vehicle sales, which requires approval from the shareholders' meeting [2][4][5]. Business Scope Changes - The company plans to add "automobile sales; new energy vehicle sales" to its business scope, pending approval from relevant authorities [2][4]. - The previous business scope included domestic and international freight forwarding, customs declaration, and various logistics services [3][4]. Corporate Governance - The company will revise its articles of association to reflect the changes in business scope and seek authorization from the shareholders' meeting for necessary registrations [5][6]. - The third board meeting on November 18, 2025, approved these changes, which will be submitted for further shareholder approval [2][5]. Shareholder Meeting Details - The eighth extraordinary shareholders' meeting is scheduled for December 5, 2025, to discuss the proposed changes [8][10]. - The meeting will include both on-site and online voting options for shareholders [11][12]. Daily Related Transactions - The company has approved an increase in the expected daily related transaction limit for 2025, which includes transactions with associated companies [29][32]. - The total expected daily related transactions for 2025 are projected to be no more than 78.5 million yuan, with specific increases for transactions with certain associated companies [30][32]. Foreign Exchange Derivatives - The company plans to engage in foreign exchange derivatives hedging to mitigate risks associated with currency fluctuations, with a limit of up to 80 million USD [48][49]. - The hedging activities will be funded from the company's own resources, ensuring no impact on operational funds [51][60].