向特定对象发行A股股票
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斯瑞新材: 第四届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 10:17
Group 1 - The board of directors of Shaanxi Srey New Materials Co., Ltd. held its fourth meeting on September 5, 2025, with all seven directors present, ensuring compliance with relevant laws and regulations [1][2] - The board approved the proposal for the company to issue A-shares to specific targets for the year 2024, having received the necessary approval from the China Securities Regulatory Commission [1] - The board authorized the chairman and designated personnel to adjust the issuance price if the number of shares issued does not meet 70% of the intended amount, ensuring the issuance process can proceed smoothly [1]
华丰科技: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-05 09:17
Core Points - The company is holding its 2025 Second Extraordinary General Meeting to discuss various proposals related to the issuance of A-shares to specific investors [2][3][4] Group 1: Meeting Procedures - The meeting will ensure the verification of attendees' identities to maintain order and protect shareholders' rights [3][4] - Attendees must register and confirm their participation before the meeting starts, and the meeting will follow a predetermined agenda [3][4] - Shareholders have the right to speak, inquire, and vote during the meeting, with specific rules governing the conduct of discussions and voting [3][4][5] Group 2: Proposals for Share Issuance - The company plans to issue A-shares to specific investors, with a maximum of 30 million shares to be issued, not exceeding 6.51% of the total share capital [14][15] - The total amount to be raised through this issuance is capped at RMB 1 billion, with the net proceeds intended for specific projects [14][20] - The issuance will be subject to regulatory approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [10][11] Group 3: Financial and Strategic Considerations - The company has prepared a feasibility analysis report for the use of the raised funds, which will be allocated to projects in the technology innovation sector [20][24] - A commitment to compensate for any dilution of immediate returns due to the issuance has been made, ensuring that relevant parties will fulfill their obligations [21][22] - The company has outlined a three-year shareholder return plan (2025-2027) to maintain transparency and stability in dividend distribution [22][23] Group 4: Governance and Compliance - The meeting will also address the election of an independent director to ensure compliance with governance standards following a recent resignation [26] - The company will adhere to legal and regulatory requirements throughout the issuance process, including adjustments based on market conditions and regulatory changes [25][26]
北特科技: 北特科技第五届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-09-05 09:17
Meeting Overview - The fifth board meeting of Shanghai Beite Technology Co., Ltd. was held on September 5, 2025, with all five directors present, confirming the legality and validity of the meeting [1][2]. Key Resolutions - The board approved the results of the simplified procedure for issuing A-shares to specific investors, confirming a total of 7,980,845 shares allocated at a price of approximately 37.5 yuan per share, raising a total of approximately 300 million yuan [2][3]. - The board unanimously approved the signing of share subscription agreements with specific investors, ensuring compliance with relevant laws and regulations [3][4]. - The board confirmed the authenticity, accuracy, and completeness of the fundraising prospectus for the A-share issuance, with all votes in favor [3][6]. - A revised plan for the A-share issuance was approved, which will be disclosed on the Shanghai Stock Exchange's website [4][5]. - The board approved a feasibility analysis report regarding the use of funds raised from the A-share issuance, ensuring proper management and allocation of the funds [6][7]. - The board discussed and approved measures to mitigate the dilution of immediate returns resulting from the A-share issuance, with all votes in favor [7][8]. - A special account for managing the raised funds was established, with a regulatory agreement signed among the company, the sponsor, and the bank [8]. - The board approved a capital increase for a wholly-owned subsidiary, with unanimous support from all directors [8].
远程股份: 国浩律师(上海)事务所关于远程电缆股份有限公司2024年度向特定对象发行A股股票之补充法律意见书(五)
Zheng Quan Zhi Xing· 2025-09-04 16:20
Core Viewpoint - The document provides a supplementary legal opinion regarding the issuance of A-shares by Remote Cable Co., Ltd. for the year 2024, confirming compliance with relevant laws and regulations, and detailing the approval and authorization processes for the issuance [1][3]. Summary by Sections Approval and Authorization - The board of directors and shareholders of Remote Cable Co., Ltd. have approved the extension of the validity period for the resolution regarding the issuance of A-shares by 12 months, extending it to July 14, 2026 [4][5]. - The issuance plan remains unchanged aside from the extension of the resolution's validity period [5]. Issuer's Qualification - Remote Cable Co., Ltd. is a legally established joint-stock company with its stock listed on the Shenzhen Stock Exchange, holding a registered capital of 718.146 million RMB [6][7]. - The company is in good standing, with no legal circumstances necessitating dissolution, and its stock continues to trade on the Shenzhen Stock Exchange under the code "002692" [6][7]. Substantial Conditions for Issuance - The issuance of shares complies with the conditions set forth in the Company Law, Securities Law, and relevant regulations, including a share price of 3.22 RMB, which is not lower than the par value [7][10]. - The funds raised from this issuance will be used to supplement working capital, aligning with national industrial policies [10][12]. Shareholder Structure - The major shareholders include Su Xin Investment and its action partner, Lianxin Assets, holding 18.11% and 10.56% of shares, respectively [15][14]. - The document outlines the shareholding structure and confirms that there are no pledges or freezes on the shares held by the controlling shareholders [15][14]. Business Operations - Remote Cable Co., Ltd. holds various operational licenses, including for the manufacturing of wires and cables, and has maintained its business scope without significant changes over the past three years [16][18]. - The company has not engaged in any major illegal activities that would harm investor rights or public interests in the last three years [9][18].
正裕工业: 2025年第二次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-04 10:18
Core Points - The company plans to issue A-shares to specific investors in 2025, with a total fundraising amount not exceeding 450 million yuan [13][20][21] - The issuance aims to enhance the company's capital structure and support its growth initiatives [20][21] - The company has prepared various proposals and reports for the upcoming shareholder meeting to discuss the issuance [4][15][20] Group 1: Issuance Details - The proposed issuance will involve issuing A-shares to no more than 35 specific investors, including qualified institutional investors [9][11] - 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 [10][11] - The total number of shares issued will not exceed 30% of the company's total share capital before the issuance [11][13] Group 2: Fund Utilization - The net proceeds from the issuance will be used for specific projects, with a total investment amount of 520.93 million yuan, of which 450 million yuan will be raised through this issuance [13][20] - If the actual funds raised do not meet the project needs, the company will adjust the funding priorities based on urgency [13][20] Group 3: Governance and Compliance - The company will establish a special account for the raised funds to ensure proper management and usage [24] - The board of directors will be authorized to handle all matters related to the issuance, including adjustments to the issuance plan as necessary [25][26] - The company will cancel its supervisory board and amend its articles of association accordingly [28][30]
高新兴: 关于召开2025年第一次临时股东大会的提示性公告
Zheng Quan Zhi Xing· 2025-09-04 08:16
Meeting Overview - The company will hold its first extraordinary general meeting of shareholders in 2025 on September 10, 2025, at 14:30 [1][2] - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system on the same day [2][6] Voting Details - The specific time for internet voting is from 9:15 to 15:00 on September 10, 2025 [2] - Shareholders who cannot attend in person may appoint a proxy to vote on their behalf [2][5] Agenda Items - The meeting will review several proposals, including: - A proposal for the company to issue A-shares to specific targets for the year 2025 [3][4] - A feasibility analysis report on the use of funds raised from the A-share issuance [3] - A proposal to establish a special account for the funds raised from the A-share issuance [3][4] Resolution Requirements - Special resolutions require approval from more than two-thirds of the voting rights held by attending shareholders [4] - Ordinary resolutions require approval from more than half of the voting rights held by attending shareholders [4] Registration and Contact Information - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [5] - Contact details for the board secretary and securities representative are provided for inquiries [5]
天域生物: 2025年第三次临时股东大会会议资料
Zheng Quan Zhi Xing· 2025-09-03 09:17
Core Viewpoint - Tianyu Biotechnology Co., Ltd. is convening its third extraordinary general meeting of shareholders in 2025 to discuss various proposals, including a plan for issuing A-shares to specific investors, aimed at enhancing the company's capital structure and supporting its operational needs [1][2][10]. Group 1: Meeting Proposals - Proposal 1: The company meets the conditions for issuing A-shares to specific investors, having conducted a thorough self-assessment against regulatory requirements [10]. - Proposal 2: The plan for the 2025 issuance of A-shares to specific investors is outlined, with the issuance to be conducted at an appropriate time after regulatory approvals [11][12]. - Proposal 3: A detailed analysis report on the 2025 A-share issuance plan has been prepared and is available for review [19][20]. - Proposal 4: A feasibility analysis report on the use of funds raised from the A-share issuance has been compiled [21]. - Proposal 5: A special report on the use of previously raised funds has been prepared and audited [22]. - Proposal 6: The company will sign a conditional share subscription agreement with a related party, which is compliant with regulatory standards [23]. - Proposal 7: The impact of the A-share issuance on immediate returns and measures to mitigate any dilution of returns have been analyzed [25]. - Proposal 8: A three-year shareholder return plan (2025-2027) has been developed to enhance transparency in profit distribution [26]. - Proposal 9: The board seeks authorization to manage all matters related to the A-share issuance, including adjustments based on market conditions and regulatory requirements [30][32].
奥特佳: 北京市天元律师事务所关于奥特佳新能源科技股份有限公司向特定对象发行股票之补充法律意见书(一)
Zheng Quan Zhi Xing· 2025-09-03 09:17
Core Points - The document provides a supplementary legal opinion regarding the issuance of A-shares by Aotega New Energy Technology Co., Ltd. to specific investors, indicating that the company is in compliance with relevant laws and regulations [2][3]. Group 1: Approval and Authorization - The approval and authorization for the issuance of A-shares remain valid as of the date of the supplementary legal opinion, which was issued following a temporary shareholders' meeting on April 16, 2025 [5]. Group 2: Company Qualifications - The company's registered capital has been adjusted to 3,308.83 million yuan due to the repurchase and cancellation of restricted stock options, with the registration completed on August 14, 2025 [5]. - Aotega is a legally established and effectively existing joint-stock company, with its shares listed on the Shenzhen Stock Exchange, thus maintaining its qualification for the issuance [5]. Group 3: Substantial Conditions for Issuance - As of the date of the supplementary legal opinion, the substantial conditions for the issuance remain unchanged and comply with the relevant laws and regulations [6]. Group 4: Major Shareholders - As of June 30, 2025, the top ten shareholders of Aotega are as follows: - Changjiang No.1 Investment holds 17.64% of shares - Wang Jinfeng holds 3.16% - Beijing Tianyou holds 2.89% - Jiangsu Diaow holds 2.26% - Other shareholders hold smaller percentages [6]. Group 5: Share Pledge and Judicial Freezing - As of June 30, 2025, Wang Jinfeng and Jiangsu Diaow have pledged and frozen shares, with Wang Jinfeng's 85,376,306 shares pledged, accounting for 81.71% of his holdings and 2.58% of the total shares [7]. Group 6: Business Operations - Aotega and its subsidiaries are engaged in the development, production, and sales of automotive thermal management systems and components, complying with their business license [8]. - The company has established overseas operations, including a subsidiary in Morocco for the production and sales of automotive air conditioning compressors [8]. Group 7: Related Transactions - In the first half of 2025, Aotega engaged in significant related transactions, including purchasing goods and services from related parties, with total procurement amounting to approximately 6.31 million yuan [9][10]. Group 8: Major Assets and Changes - The company has not faced significant adverse impacts due to the lack of property ownership certificates for certain assets, and the absence of major disputes regarding these properties [12]. - Aotega has also engaged in a significant acquisition of an 8% stake in Jiangsu Aitaisi, which is currently undergoing registration procedures [16]. Group 9: Taxation and Financial Status - Aotega and its subsidiaries are subject to various tax rates, including a 15% corporate income tax for high-tech enterprises, and have not faced significant penalties related to tax compliance [19]. - The company has received substantial financial subsidies, with amounts exceeding 1 million yuan, indicating a supportive financial environment [20]. Group 10: Environmental Compliance - Aotega's operations comply with environmental protection laws, and there have been no significant penalties for violations in this area [21].
福莱新材: 福莱新材第三届董事会第十七次会议决议公告
Zheng Quan Zhi Xing· 2025-09-02 16:15
证券代码:605488 证券简称:福莱新材 公告编号:临 2025-119 债券代码:111012 债券简称:福新转债 浙江福莱新材料股份有限公司 第三届董事会第十七次会议决议公告 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、准确性和完整性承担法律责任。 浙江福莱新材料股份有限公司(以下简称"公司")第三届董事会第十七次会 议于 2025 年 9 月 2 日以现场结合通讯的方式召开。会议通知于 2025 年 8 月 30 日以邮件通知的方式发出,会议的召开符合《公司法》和相关法律法规以及《公 《董事会议事规则》的规定。会议应出席董事 8 人,实际出席董事 8 人。 司章程》 本次会议由董事长夏厚君先生主持,公司高级管理人员列席了会议。会议经过讨 论审议,以书面投票表决方式通过了以下决议: 一、审议通过《关于公司符合向特定对象发行 A 股股票条件的议案》 根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和 国证券法》(以下简称"《证券法》")、《上市公司证券发行注册管理办法》等法 律、法规和规范性文件的有关规定并结合公司实际情况,公司 ...
白云机场: 中国国际金融股份有限公司关于广州白云国际机场股份有限公司向特定对象发行股票之上市保荐书(2025年半年报财务数据更新版)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - Guangzhou Baiyun International Airport Co., Ltd. is preparing for a specific issuance of A-shares in 2024, aiming to enhance its capital structure and support its operational growth [1][2]. Company Overview - Company Name: Guangzhou Baiyun International Airport Co., Ltd. - Registered Capital: 236,671.8283 million RMB - Established: September 19, 2000 - Listed on: Shanghai Stock Exchange on April 28, 2003 - Main Business: Provides passenger transit services, ground services related to air transport, and various aviation-related services [2][3]. Financial Data - Total Assets: 2,734,215.96 million RMB (2022), 2,699,793.48 million RMB (2023), 2,619,004.56 million RMB (2024) - Total Liabilities: 834,923.94 million RMB (2022), 840,596.07 million RMB (2023), 838,370.27 million RMB (2024) - Operating Revenue: 397,095.99 million RMB (2022), 643,086.83 million RMB (2023), 742,359.72 million RMB (2024), 372,604.62 million RMB (2025, 1-6 months) - Net Profit: -109,178.99 million RMB (2022), 48,100.37 million RMB (2023), 96,575.30 million RMB (2024), 76,977.14 million RMB (2025, 1-6 months) [6][10][11]. Business Operations - The company operates as a composite hub airport, being one of the three major gateway airports in China, with a focus on both aviation services and aviation-related extended services [10][12]. - The main revenue sources include aviation services (42.27% of total revenue) and aviation-related extended services (57.73% of total revenue) [10]. Issuance Details - The company plans to issue A-shares to specific investors, with a maximum of 210,526,315 shares and total fundraising not exceeding 160,000 million RMB [19][20]. - The issuance price is set at 7.60 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [18][19]. Regulatory Compliance - The issuance has been approved by the company's board and requires further approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [25][26].