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光库科技: 关于筹划发行股份和可转换公司债券及支付现金购买资产并募集配套资金事项的停牌进展公告
Zheng Quan Zhi Xing· 2025-08-04 16:35
Core Viewpoint - The company is planning to acquire control of Suzhou Anjie Xun Optoelectronics Technology Co., Ltd. through the issuance of shares and convertible bonds, along with cash payments, while raising matching funds for this transaction [1]. Group 1 - The company has applied for a trading suspension of its shares starting from July 29, 2025, due to uncertainties related to the transaction, with an expected resumption date no later than August 12, 2025 [2]. - The company is actively advancing the necessary approvals and review processes during the suspension period, ensuring compliance with relevant regulations [3]. - All information regarding the transaction will be disclosed through designated information media, and investors are advised to pay attention to subsequent announcements [3].
至正股份: 至正股份第四届董事会第十八次会议决议公告
Zheng Quan Zhi Xing· 2025-07-31 16:15
深圳至正高分子材料股份有限公司 第四届董事会第十八次会议决议公告 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。 一、董事会会议召开情况 证券代码:603991 证券简称:至正股份 公告编号:2025-043 为 推 进 本 次 交 易 , 经 沟 通 协 商 , 公 司 拟 与 ASMPT Hong Kong Holding Limited 签署附条件生效的《资产购买协议之补充协议二》,对本次交易完成后 AAMI 的公司治理进行补充约定。 本议案涉及关联交易,关联董事李娜、谢曼雄、杨海燕已回避表决。 表决结果:6 票同意,0 票反对,0 票弃权。 本议案已经公司独立董事专门会议、战略委员会会议审议通过。根据公司 (二)审议通过了《关于 <深圳至正高分子材料股份有限公司重大资产置> 换、发行股份及支付现金购买资产并募集配套资金暨关联交易报告书(草案) (上会稿)>及其摘要的议案》 深圳至正高分子材料股份有限公司(以下简称"公司")第四届董事会第 十八次会议通知已于 2025 年 7 月 29 日以书面、通讯方式送达各位董事 ...
衢州发展明起停牌 拟购买先导电科股份并募资
Zhong Guo Jing Ji Wang· 2025-07-29 13:56
Core Viewpoint - Quzhou Development (600208.SH) is planning to issue shares to acquire assets and raise supporting funds, leading to a temporary suspension of its stock trading starting July 30, 2025, for no more than 10 trading days [1] Group 1: Company Actions - The company intends to purchase shares of Xian Dao Electronic Technology Co., Ltd. held by Guangdong Xian Dao Rare Materials Co., Ltd. and is also interested in acquiring shares from other shareholders of Xian Dao Electronic Technology [1] - The transaction is currently in the planning stage, and the relevant scheme has not yet been finalized [1] Group 2: Stock Suspension - To ensure fair information disclosure and protect investor interests, the company has applied for a stock suspension in accordance with the Shanghai Stock Exchange regulations [1] - The expected duration of the stock suspension is no more than 10 trading days [1]
内蒙古蒙电华能热电股份有限公司2025年第一次临时股东大会决议公告
Group 1 - The company held its first extraordinary general meeting of shareholders on July 25, 2025, with no resolutions being rejected [2][10] - The meeting was convened in accordance with the Company Law and the company's articles of association, presided over by the chairman [2][3] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - The meeting approved multiple resolutions related to the issuance of shares and cash payment for asset acquisition, including the overall transaction plan and specific asset details [4][5] - The resolutions included provisions for the payment methods, types of shares issued, and arrangements for performance commitments [6][8] - All resolutions were passed with more than two-thirds of the voting rights held by attending shareholders [10] Group 3 - The company is planning to acquire a 70% stake in Northern Shangdu Zhenglanqi New Energy Co., Ltd. and a 75.51% stake in Northern Dolun New Energy Co., Ltd. through a combination of share issuance and cash payment [15] - A self-inspection report confirmed that the trading of company shares by insiders during the relevant period did not constitute insider trading [15][17] - The company has established strict information barriers to prevent insider trading and ensure compliance with regulations [27][30] Group 4 - The independent financial advisor and legal counsel confirmed that the trading activities of insiders did not pose a substantial legal obstacle to the transaction [32][33] - The company has committed to transparency and compliance with all relevant laws and regulations throughout the transaction process [27][30]
*ST松发: 广东松发陶瓷股份有限公司第六届董事会第十一次会议决议公告
Zheng Quan Zhi Xing· 2025-07-21 16:19
Core Points - The company held its 11th meeting of the 6th Board of Directors on July 20, 2025, with all 6 directors present [1][2] - The Board approved a resolution to authorize relevant personnel to handle matters related to the fundraising for asset acquisition [1] - The company received approval from the China Securities Regulatory Commission for issuing shares to purchase assets and raising matching funds [1] Fundraising Authorization - The Board authorized management to adjust the issuance price if the number of shares issued does not reach 70% of the proposed amount in the subscription invitation [1] - If there is insufficient effective subscription, the company may initiate additional subscription procedures or suspend the issuance [1] - Funds raised will be stored in a designated special account managed by the Board, with management authorized to handle all related matters [1]
云南铜业: 发行股份购买资产并募集配套资金暨关联交易报告书与预案差异对比说明
Zheng Quan Zhi Xing· 2025-07-21 13:08
Group 1 - The company plans to acquire 40% of Liangshan Mining Co., Ltd. from Yunnan Copper (Group) Co., Ltd. through a share issuance and raise supporting funds from China Aluminum Corporation and China Copper Co., Ltd. [1] - The report outlines the differences between the restructuring report and the restructuring proposal, including updates on the impact of the transaction on the company's equity structure and key financial indicators [1][2] - The restructuring report includes new sections on the economic benefits of the transaction and the management and use of raised funds [3][5] Group 2 - The report highlights the historical changes in registered capital and the main financial indicators of the target company over the last three years [2][4] - It provides updates on the assessment of the target assets, including the evaluation methods and the independence of the evaluation institution [3][4] - The report also discusses the implications of the transaction on the company's governance structure and the potential increase in shareholding ratios for related parties [5]
东睦股份: 东睦股份关于发行股份及支付现金购买资产并募集配套资金暨关联交易的进展公告
Zheng Quan Zhi Xing· 2025-07-16 08:12
Group 1 - The company plans to acquire a 34.75% stake in Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payments to five counterparties [1] - The transaction is expected not to constitute a major asset restructuring as defined by relevant regulations [1] - The transaction will not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1] Group 2 - The company's stock was suspended from trading starting February 25, 2025, due to the planning of this transaction, with an expected suspension period of no more than 10 trading days [2] - The board of directors approved the transaction proposal and related resolutions during the 11th meeting [2] - The stock resumed trading on March 11, 2025, following the necessary disclosures [2] Group 3 - The supervisory board approved a revised proposal for the transaction, which included adjustments to the pricing benchmark date and the issuance price of shares [3] - The adjusted share issuance price for the transaction was set at 14.69 yuan per share, down from 14.99 yuan per share due to a cash dividend distribution [3] - The transaction's related audit and evaluation work has been completed, and the transaction price has been determined [3] Group 4 - The company and related parties are actively advancing the transaction and will comply with relevant legal and regulatory requirements for subsequent approvals and disclosures [4]
至正股份: 上海泽昌律师事务所关于深圳至正高分子材料股份有限公司重大资产置换、发行股份及支付现金购买资产并募集配套资金暨关联交易之补充法律意见书(四)
Zheng Quan Zhi Xing· 2025-07-15 13:15
Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].
金浦钛业: 第八届董事会第四十二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-14 12:19
Core Viewpoint - The company is planning a significant asset swap, issuance of shares, and cash payment to acquire assets, which includes a fundraising component, all of which are subject to shareholder approval and regulatory compliance [1][2][16]. Group 1: Board Meeting and Resolutions - The eighth board meeting was held on July 14, 2025, with all five directors present, and the meeting complied with relevant laws and regulations [1]. - The board unanimously approved the proposal for the major asset swap, share issuance, and cash payment for asset acquisition, which will be submitted for shareholder review [2][16]. Group 2: Details of the Transaction - The transaction consists of a major asset swap, issuance of shares, and cash payment for asset acquisition, which are interdependent and must all receive necessary approvals to be effective [2][3]. - The company plans to swap certain assets from its subsidiaries for a 91% stake in Lide Dongfang held by Jinpu Dongyu [4][5]. - The share issuance will involve raising funds from no more than 35 specific investors, with the total amount not exceeding 100% of the asset acquisition price [4][11]. Group 3: Financial Aspects - The issuance price for the shares is set at 1.91 yuan per share, which is not less than 80% of the market reference price [7][8]. - The total number of shares issued will not exceed 30% of the company's total share capital prior to the transaction [11][13]. Group 4: Regulatory Compliance - The transaction is expected to constitute a related party transaction and a major asset restructuring but will not result in a change of control [16][17]. - The company has ensured compliance with various regulations, including the need for asset evaluations and audits to determine fair pricing [18][19]. Group 5: Impact on Business Operations - Following the transaction, the company's main business will shift from titanium dioxide production to rubber products, marking a strategic exit from the titanium industry [20]. - The transaction is anticipated to enhance the company's operational capabilities and financial health, while maintaining independence from related parties [19][20]. Group 6: Shareholder and Investor Considerations - The company has implemented strict confidentiality measures regarding the transaction and has documented all relevant processes [26][27]. - The board has confirmed that all legal documents related to the transaction are accurate and complete, ensuring transparency for shareholders [29].
华电国际: 华电国际电力股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易实施情况报告书
Zheng Quan Zhi Xing· 2025-07-11 12:17
Core Viewpoint - The report outlines the completion of the share issuance and asset acquisition by China Huadian International Power Co., Ltd, including the transfer of ownership for various assets from related parties [1][4]. Group 1: Transaction Implementation - The company has completed the issuance of shares for asset acquisition and the registration of these shares, with the transfer of the targeted assets finalized [1][4]. - The targeted assets include an 80% stake in Jiangsu Company from China Huadian, a 51% stake in Shanghai Fuxin from Huadian Furi, and other stakes in various subsidiaries [4][6]. - As of the report date, all necessary approvals and registrations for the transaction have been completed without any significant discrepancies from previously disclosed information [4][5]. Group 2: Changes in Management - There have been changes in the board of directors and management personnel of the targeted companies following the completion of the asset transfer, which are necessary for governance and control [6]. - The changes in management have not adversely affected the operations of the targeted companies [6]. Group 3: Financial and Legal Compliance - The independent financial advisors have confirmed that the transaction complies with all relevant laws and regulations, and the process has been executed legally and effectively [7]. - There have been no instances of non-operational asset occupation or guarantees provided to related parties during the transaction period [6][7].