向特定对象发行A股股票

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苏州龙杰: 关于延长向特定对象发行A股股票事宜相关决议有效期以及相关授权有效期的公告
Zheng Quan Zhi Xing· 2025-07-13 16:09
Core Viewpoint - Suzhou Longjie Special Fiber Co., Ltd. has announced the extension of the validity period for the resolution regarding the issuance of A-shares to specific targets, as well as the authorization for the board of directors to manage this issuance, extending the deadlines by an additional 12 months to July 30, 2026 [1][2]. Group 1 - The board of directors approved the extension of the resolution's validity period for the issuance of A-shares during the 15th meeting of the fifth board on July 11, 2025 [1]. - The original validity period for the issuance resolution was set for 12 months from the approval date of the third extraordinary general meeting of shareholders held on July 30, 2024, expiring on July 30, 2025 [2]. - The extension is necessary to ensure the ongoing and effective progress of the issuance matters, as they are still in process [1][2]. Group 2 - The authorization for the board of directors to manage the issuance matters was also set for a 12-month period, which is now proposed to be extended to July 30, 2026 [2]. - Aside from the extension of the authorization period, the scope and content of the board's authorization will remain unchanged [2].
云中马: 浙江云中马股份有限公司2025年第一次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-07-11 09:16
Core Viewpoint - Zhejiang Cloud Horse Co., Ltd. is convening its first extraordinary general meeting of shareholders in 2025 to discuss the feasibility of issuing A-shares to specific investors and related matters [1][5][13]. Group 1: Meeting Details - The meeting is scheduled for July 24, 2025, at 1:00 PM, with a location at the company's conference room in Lishui City, Zhejiang Province [4]. - Shareholders must sign in 30 minutes prior to the meeting and present necessary identification [2]. - The meeting will be conducted with both on-site and online voting, and results will be announced post-meeting [3][4]. Group 2: Proposals for Share Issuance - The company proposes to issue A-shares to no more than 35 specific investors, including qualified institutional investors and other legal entities [6][8]. - The total amount to be raised from this issuance is capped at 640 million yuan, with funds allocated for a project involving the production of 135,000 tons of DTY yarn and 120,000 tons of high-performance leather base fabric [9][10]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [7]. Group 3: Financial and Legal Considerations - The company has prepared a feasibility analysis report for the use of funds raised from the issuance, ensuring compliance with relevant laws and regulations [13][14]. - A report on the previous fundraising usage will also be presented to the shareholders [14]. - The company plans to implement measures to mitigate the dilution of immediate returns resulting from the issuance [16]. Group 4: Authorization and Governance - The company seeks authorization from shareholders for the board to manage all matters related to the issuance, including adjustments to the issuance plan as necessary [17]. - The authorization will be valid for 12 months from the date of the shareholders' approval [17].
开开实业: 北京市中伦律师事务所关于上海开开实业股份有限公司2024年度向特定对象发行A股股票之发行过程和认购对象合规性的法律意见书
Zheng Quan Zhi Xing· 2025-07-10 16:09
Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms the compliance of Shanghai Kaikai Industrial Co., Ltd.'s issuance of A-shares to specific targets for the year 2024, ensuring that all necessary approvals and regulatory requirements have been met [1][10][15]. Group 1: Issuance Approval and Authorization - The internal approvals for the issuance include multiple resolutions regarding the conditions for issuing A-shares, feasibility analysis, and agreements with the controlling shareholder [7][8]. - The issuance has received approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission (CSRC), confirming compliance with relevant regulations [9][10]. Group 2: Issuance Process and Results - The issuance involves a total of 19,651,945 shares at an adjusted price of 8.09 yuan per share, raising a total of 158,984,235.05 yuan [12][13]. - The subscription agreement has been signed with the controlling shareholder, detailing the terms of the subscription, including price, quantity, and payment methods [12][14]. Group 3: Compliance of Subscription Objects - The subscription object, Shanghai Kaikai (Group) Co., Ltd., is the controlling shareholder and has been verified as a qualified institutional investor, meeting the suitability requirements [17][18]. - The funds for the subscription are confirmed to be from legitimate sources, with no involvement of prohibited financing methods [18][19].
国星光电: 关于2025年度向特定对象发行A股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· 2025-07-10 11:12
Core Viewpoint - The announcement details the potential dilution of immediate returns due to the issuance of A-shares to specific investors, along with measures to compensate for this dilution and commitments from relevant parties [1][4][14]. Financial Impact - The company plans to raise a maximum of 981.32 million yuan (approximately 98.13 million) through the issuance of up to 185,543,150 shares, which will increase the total share capital from 618,477,169 shares to 804,020,319 shares [1][2]. - The basic earnings per share (EPS) under three scenarios (flat, 20% increase, and 20% decrease in profit) are projected to be 0.0833 yuan, 0.1000 yuan, and 0.0667 yuan respectively, indicating a potential dilution effect [2][3]. - The weighted average return on equity (ROE) is expected to decrease from 1.35% to 1.08% under the scenario of a 20% decrease in profit [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects related to Mini/Micro LED production, optical sensing, smart home displays, and other initiatives that align with the company's existing business and national industrial policies [4][5]. - The projects are expected to enhance the company's core competitiveness and sustainable development capabilities, providing a strong market outlook [4][11]. Project Implementation Readiness - The company has established a solid foundation in terms of personnel, technology, and market management to ensure the successful implementation of the fundraising projects [5][6][7]. - The company has a strong R&D capability, with a 2024 R&D investment of 190.85 million yuan, representing 5.50% of revenue, and has filed over 1,200 patents [7][8]. Measures to Mitigate Dilution Risk - The company will enhance fundraising management, accelerate project implementation, and ensure efficient use of raised funds to improve profitability [11][12]. - It will strengthen strategic partnerships with existing clients and explore new business markets to maintain competitive advantage [12][13]. - The company will also improve its governance structure to protect shareholder rights and ensure compliance with relevant regulations [12][13]. Commitments from Relevant Parties - The company's board and senior management have committed to ensuring the effectiveness of measures to compensate for the dilution of immediate returns [14][15]. - The controlling shareholder and actual controller have also made commitments to not interfere with the company's management and to compensate for any losses incurred due to non-compliance with these commitments [14][15].
石大胜华: 石大胜华2025年第二次临时股东大会会议材料
Zheng Quan Zhi Xing· 2025-07-09 16:24
Core Points - The company is holding a temporary shareholders' meeting on July 17, 2025, to discuss extending the validity period of the resolution for the non-public issuance of A-shares from 2022 [1][4] - The meeting will be conducted both in-person and via an online voting platform, ensuring participation from shareholders [1][2] - The company aims to extend the validity period of the resolution for issuing A-shares by an additional twelve months, as the current validity is set to expire soon [3][4] Meeting Details - The meeting will take place at the company's office in Dongying, Shandong Province, starting at 14:00 [1] - Shareholders must arrive 30 minutes early for registration and must present valid identification to attend [2] - The meeting will include a voting process overseen by designated representatives to ensure transparency [2][3] Agenda Items - The primary agenda item is to extend the validity period of the 2022 resolution regarding the non-public issuance of A-shares and the authorization for the board of directors to handle related matters [3][4] - The company has previously held several meetings to discuss and approve related resolutions, indicating a structured approach to governance [3]
高新兴: 第六届监事会第十九次会议决议公告
Zheng Quan Zhi Xing· 2025-07-09 11:13
Core Viewpoint - The company has convened a supervisory board meeting to approve the proposal for a private placement of A-shares, which requires further approval from the shareholders' meeting [1][2][3] Group 1: Meeting Details - The supervisory board meeting was held on July 9, 2025, in Guangzhou, and the notice was sent via email on July 8, 2025 [1] - The meeting unanimously agreed to waive the notice period requirement [1] Group 2: Proposal Approval - The board approved the proposal for the company to issue A-shares to specific investors, confirming compliance with relevant laws and regulations [2][3] - The proposal for the issuance of A-shares has received 3 votes in favor, with no opposition or abstentions, and will be submitted for shareholder approval [2][3] Group 3: Issuance Details - The A-shares will be issued at a par value of RMB 1.00 per share, with all investors required to subscribe in cash [2] - The issuance will target no more than 35 specific investors, including qualified institutional investors and other eligible entities [3] - The final issuance price will be determined based on the average stock price over the 20 trading days prior to the pricing date, set at no less than 80% of that average [4] Group 4: Fund Utilization - The total amount to be raised from the issuance is capped at RMB 373.72 million, with net proceeds allocated to specific projects [6] - The company will self-fund any shortfall if the actual net proceeds are less than the planned investment amount [6] Group 5: Shareholder Rights and Control - Shares acquired through this issuance will be subject to a six-month lock-up period [7] - The issuance includes provisions to protect the company's control, limiting any single investor's post-issuance shareholding to no more than 5% of the total shares [8] Group 6: Regulatory Compliance - The company will establish a special account for the proceeds from the issuance, in compliance with regulatory requirements [12] - The proposal and related documents will be disclosed in accordance with the regulations set by the China Securities Regulatory Commission [10][11]
德昌股份: 宁波德昌电机股份有限公司第二届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-07 10:12
Meeting Overview - The second supervisory board meeting of Ningbo Dechang Electric Motor Co., Ltd. was held on July 5, 2025, with all three supervisors present, and all proposals were approved without opposition or abstentions [1][7]. Fundraising Plan Adjustment - The company has adjusted its plan for the issuance of A-shares to specific targets, with a total fundraising amount not exceeding 1,523.801 million yuan (including principal) [2][5]. - The total investment amount for the projects funded by the raised capital is 2,140.104 million yuan, with specific allocations for various projects [2][5]. Project Investment Details - The company plans to invest 414.8976 million yuan in a project approved by the board, which involves the production of 1.2 million smart kitchen appliances annually, expanding capacity to 1.8 million units [2][3]. - Another project, involving the production of 5.6 million automotive steering and braking system motors, has a total investment of 240.98374 million yuan, with 154.0313 million yuan allocated from the raised funds [5][6]. Approval and Compliance - The supervisory board unanimously agreed that the adjusted fundraising plan complies with relevant laws and regulations, and it is in the best interest of the company and all shareholders, particularly minority shareholders [6][8]. - The proposals will be submitted for approval at the shareholders' meeting [7][9].
海思科: 中信证券股份有限公司关于海思科医药集团股份有限公司向特定对象发行A股股票之发行保荐书
Zheng Quan Zhi Xing· 2025-07-07 04:12
Core Viewpoint - Haisco Pharmaceutical Group Co., Ltd. is applying for a specific issuance of A-shares, which is expected to enhance its capital strength and support the development of innovative drugs, thereby improving its market position and long-term sustainability [1][24]. Group 1: Issuance Details - The lead underwriter for the issuance is CITIC Securities Co., Ltd. [2] - The project representatives from CITIC Securities include Shen Ziquan and Wang Qi, with a team of other members involved in the underwriting process [2][3]. - The issuance aims to raise funds for new drug research and to supplement working capital, which is aligned with the company's strategic development goals [24]. Group 2: Company Information - Haisco Pharmaceutical Group Co., Ltd. has a registered capital of 1,119,917,970 RMB and is listed on the Shenzhen Stock Exchange under the stock code 002653 [4]. - The company specializes in the sale of chemical products, medical research, and development, among other activities [4]. - As of March 31, 2025, the major shareholders include Wang Junmin, who holds 35.68% of the shares, and his spouse, Shen Ping, who holds 4.43% [16][17]. Group 3: Financial Performance - The company reported an operating income of 89,201.30 million RMB for the year 2024, with a net profit attributable to shareholders of 4,661.19 million RMB [16]. - The comprehensive gross margin for 2024 was 70.29%, indicating a slight decrease from the previous year [16]. - The total assets of the company as of March 31, 2025, amounted to 692,474.32 million RMB, with total liabilities of 281,085.39 million RMB [16]. Group 4: Corporate Governance - The board of directors approved the issuance plan on February 27, 2025, and further discussions were held on April 3, 2025, confirming the company's readiness for the issuance [24]. - The company has undergone necessary due diligence and compliance checks as per regulatory requirements, ensuring that the issuance aligns with legal and industry standards [23][24].
海思科: 北京市中伦律师事务所关于海思科医药集团股份有限公司2025年度向特定对象发行A股股票的法律意见书
Zheng Quan Zhi Xing· 2025-07-07 04:12
Core Viewpoint - The legal opinion letter from Beijing Zhonglun Law Firm confirms that Haisco Pharmaceutical Group Co., Ltd. has obtained the necessary internal approvals and authorizations for its upcoming issuance of A-shares to specific investors, pending review by the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission [1][4][25]. Group 1: Approval and Authorization - The shareholders' meeting of the issuer has legally approved the issuance and authorized the board of directors to handle related matters [4]. - The issuer has obtained all necessary internal approvals and authorizations for the issuance of shares [4][25]. Group 2: Subject Qualification - The issuer is a joint-stock company established in accordance with the Company Law and has been registered since August 23, 2010 [4]. - The issuer is currently in good standing and possesses the qualifications required for the issuance of shares [4]. Group 3: Substantial Conditions for Issuance - The issuance complies with the conditions set forth in the Company Law and Securities Law, as well as relevant regulations [4][11]. Group 4: Share Capital Evolution - The issuer's total share capital has undergone several changes since its initial public offering, with the current total share capital amounting to 1,119,917,970 shares as of the latest issuance [5][8][17]. Group 5: Major Shareholders and Control - As of March 31, 2025, major shareholders include Wang Junmin, Fan Xiulian, and Zheng Wei, with Wang Junmin holding 35.68% of the total shares [9][10]. - Wang Junmin is identified as the actual controller of the issuer, with significant influence over strategic decisions [9][10]. Group 6: Independence of the Issuer - The issuer maintains independence in its assets, personnel, finance, and operations, ensuring its ability to operate continuously in the market [10]. Group 7: Business Operations - The issuer's main business involves the research, production, and sale of pharmaceuticals, with operations running normally and no significant changes in business nature [11]. Group 8: Related Transactions and Competition - The issuer has established clear procedures for related transactions, ensuring fairness and compliance with regulations, and there are no significant competitive issues with related parties [12][13]. Group 9: Major Assets - As of March 31, 2025, the issuer owns various assets, including land use rights, trademarks, and patents, with no disputes affecting the issuance [17][19]. Group 10: Fund Utilization - The total amount to be raised from the issuance is not to exceed 1,365.2567 million yuan, which will be used for new drug research and development projects and to supplement working capital [21][23].
汇得科技: 汇得科技关于第四届董事会第二次会议决议公告
Zheng Quan Zhi Xing· 2025-07-04 16:34
Meeting Overview - The fourth board meeting of Shanghai Huidet Technology Co., Ltd. was held on July 4, 2025, with all six directors present, confirming the legality and validity of the meeting [1][2]. A-Share Issuance Proposal - The board approved the proposal for the company to issue A-shares to specific investors, meeting the conditions set by relevant laws and regulations [2][3]. - The issuance will involve no more than 35 specific investors, including qualified institutional investors and natural persons [3][6]. - The issuance price will not be lower than 80% of the average trading price over the 20 trading days prior to the pricing date [3][4]. Fundraising and Use of Proceeds - The total amount to be raised from the issuance is capped at RMB 580 million, with net proceeds allocated entirely to polyurethane new material projects [7][9]. - If the actual net proceeds are less than the planned investment, the board will adjust the investment projects accordingly [7][9]. Stock Issuance Details - The maximum number of shares to be issued will not exceed 30% of the total shares before the issuance, amounting to a maximum of 42,339,800 shares [6][7]. - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [6][7]. Shareholder Meeting - The proposals will be submitted for approval at the company's first extraordinary general meeting of 2025, scheduled for July 21, 2025 [17].