募集配套资金
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*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].
安孚科技: 安徽安孚电池科技股份有限公司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报告书(草案)(五次修订稿)修订说明的公告
Zheng Quan Zhi Xing· 2025-06-27 16:49
Core Viewpoint - Anhui Anfu Battery Technology Co., Ltd. plans to acquire a 31% stake in Anhui Anfu Energy Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1] Group 1: Transaction Overview - The company has updated the decision-making and approval procedures that have been completed for the transaction [1] - The report includes an updated assessment of the target company's agency business and future operational plans [1] - A new assessment of the target company has been added based on a secondary evaluation as of December 31, 2024 [1] Group 2: Document Updates - The report has undergone a thorough review and minor textual improvements, with no impact on the restructuring plan [2] - The company has supplemented and updated the reference documents according to the latest situation [2]
梦网科技: 第八届董事会2025年第二次独立董事专门会议审核意见
Zheng Quan Zhi Xing· 2025-06-26 16:51
Core Viewpoint - The independent directors of the company have approved a proposal for the acquisition of 100% of the target assets through a combination of issuing shares and cash payment, which is deemed compliant with relevant laws and beneficial for the company's business structure and profitability [1][3]. Group 1 - The independent directors convened on June 26, 2025, to review and approve the proposal for the acquisition and fundraising plan [1]. - The transaction involves issuing shares to no more than 35 qualified investors to raise supporting funds [1]. - The proposal is considered reasonable and operable, aligning with the company's strategic development plan and not harming the interests of shareholders, especially minority shareholders [1][3]. Group 2 - The transaction constitutes a related party transaction and a major asset restructuring but will not lead to a change in the actual controller of the company [2]. - The evaluation report used for the transaction is deemed fair and does not harm the legal rights of the company and its shareholders [2]. - The legal documents related to the transaction comply with relevant laws and regulations, ensuring the legality and effectiveness of the transaction [2].
中成股份: 中成进出口股份有限公司关于发行股份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· 2025-06-26 16:29
Group 1 - The company plans to issue shares to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China Technology Import and Export Group Co., Ltd. and raise supporting funds through issuing shares to no more than 35 specific investors [1][2] - The transaction is expected not to constitute a major asset restructuring but will be classified as a related party transaction, requiring approval from the board of directors, shareholders' meeting, and relevant regulatory authorities [2][3] - The company has completed the appointment of major intermediaries for the transaction, including China Galaxy Securities as the independent financial advisor and other firms for auditing, legal, and valuation services [3][4] Group 2 - The company’s stock was suspended from trading starting May 16, 2025, due to the planning of this transaction, and resumed trading on May 28, 2025, after the board approved the transaction proposal [2][3] - The formal plan for the transaction still requires approval from the board and shareholders, as well as registration or approval from regulatory authorities, which introduces uncertainty regarding the timing and outcome of these approvals [4]
南京商旅: 南京商旅:上海市锦天城律师事务所关于南京商贸旅游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之补充法律意见书(一)
Zheng Quan Zhi Xing· 2025-06-25 20:28
Core Viewpoint - The document outlines the legal opinions regarding Nanjing Commercial Tourism Co., Ltd.'s issuance of shares and cash payment for asset acquisition, along with the fundraising for related transactions, emphasizing compliance with relevant laws and regulations [2][5][16]. Transaction Overview - The overall transaction consists of two parts: acquiring 100% equity of Huangpu Hotel for a transaction price of 198.8736 million yuan and raising matching funds through share issuance [7][8]. - The original assessed value of Huangpu Hotel was 221.5854 million yuan, which was adjusted to 198.8736 million yuan due to market changes [7][8]. - The payment for the acquisition will be made through a combination of issuing A-shares and cash [8]. Fundraising Details - The total amount for the fundraising has been adjusted from a maximum of 80 million yuan to 39.831 million yuan, with the funds intended for cash payment, intermediary fees, and related taxes [14][15]. - The fundraising is contingent upon the successful implementation of the asset acquisition [14]. Legal Compliance - The transaction does not constitute a major asset restructuring as per the relevant regulations, and it is classified as an issuance of shares for asset acquisition [16]. - The transaction is deemed a related party transaction since the counterparty is the controlling shareholder, Tourism Group [16]. Asset Information - The target asset is 100% equity of Huangpu Hotel, which has a registered capital of 13.848759 million yuan and operates under various licenses [20][21]. - Huangpu Hotel's equity structure remains unchanged, with Tourism Group as the controlling shareholder [20][21]. Financial Metrics - As of the latest financial data, Huangpu Hotel's total assets amount to 129.7046 million yuan, with a net asset value of 78.3091 million yuan and operating income of 67.9571 million yuan [16].