控制权变更

Search documents
苏州银行: 关于大股东及其一致行动人权益变动触及5%整倍数暨控制权变更的提示性公告
Zheng Quan Zhi Xing· 2025-06-30 16:44
关于大股东及其一致行动人权益变动触及 5%整倍数 暨控制权变更的提示性公告 证券代码:002966 证券简称:苏州银行 公告编号:2025-063 苏州银行股份有限公司 信息披露义务人保证向本行提供的信息内容真实、准确、完整,没有虚假记 载、误导性陈述或重大遗漏。 本行及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 重要内容提示: 及其一致行动人东吴证券股份有限公司(以下简称"东吴证券")合计持股比例 由 14%增加到 15%,触及 5%整倍数。 国发集团成为本行控股股东;因国发集团是苏州市财政局的独资企业,苏州市财 政局成为本行实际控制人。国发集团法律顾问江苏益友天元律师事务所,本行财 务顾问招商证券股份有限公司及法律顾问江苏新天伦律师事务所就上述控制权 变更事项出具了专业意见。 苏州银行股份有限公司(以下简称"本行")于 2025 年 6 月 27 日收到国 发集团及其一致行动人东吴证券出具的《关于苏州银行股东权益变动暨控制权变 更信息披露的告知函》《苏州银行股份有限公司详式权益变动报告书》。2025 年 稀释等原因,与东吴证券合计在本行拥有权益的股份占本行总股本的比例从前次 《详式权益变动 ...
合金投资: 关于控股股东协议转让股权暨控制权拟发生变更的提示性公告
Zheng Quan Zhi Xing· 2025-06-30 16:24
Transaction Overview - Xinjiang Alloy Investment Co., Ltd. is undergoing a significant change in control as Guanghui Energy plans to transfer 20.74% of its shares (79,879,575 shares) to Jiuzhou Hengchang Logistics Co., Ltd. [2][8] - The transaction is structured as a share transfer agreement, with Guanghui Energy as the transferor and Jiuzhou Hengchang as the transferee [3][4]. Financial Details - The agreed share transfer price is set at RMB 7.5 per share, totaling RMB 599,096,812.50 for the entire stake [4]. - Payment will be made in three installments, with the first payment of RMB 119,819,362.50 due within three working days of signing the agreement [4][5]. Parties Involved - Guanghui Energy, the transferor, is a publicly listed company with a registered capital of RMB 6,565.755139 million, primarily engaged in gas operations and various trading activities [3]. - Jiuzhou Hengchang, the transferee, is a non-listed company with a registered capital of RMB 79.66 million, focusing on logistics and transportation services [3]. Governance Changes - Following the completion of the share transfer, the controlling shareholder will shift from Guanghui Energy to Jiuzhou Hengchang, with the actual controller changing from Mr. Sun Guangxin to Mr. Wang Yunzhan [2][8]. - The board of directors of the company will undergo changes, with three non-independent directors resigning within five working days after the share transfer is completed [7]. Conditions and Compliance - The share transfer is subject to several conditions, including the absence of any restrictions on the shares and the completion of due diligence without significant adverse findings [5][6]. - The transaction does not trigger a mandatory tender offer and is not classified as a related party transaction, ensuring no negative impact on the company's operations or minority shareholders [8].
突然停牌!300478,控制权拟变更!上半年涨近50%
中国基金报· 2025-06-30 15:33
Core Viewpoint - Hangzhou High-tech is planning a change in control, with the controlling shareholder proposing to transfer 19.03% of the company's shares, which may lead to a change in control of the company. The stock has seen an increase of nearly 50% in the first half of the year [2][4]. Summary by Sections Control Change Announcement - On June 30, Hangzhou High-tech announced that its controlling shareholder, Zhejiang Donghang Holding Group Co., Ltd., and actual controller Hu Min are planning to transfer 19.03% of the company's total shares, which may result in a change of control [4]. - The stock was suspended from trading starting June 30, with the suspension expected to last no more than two trading days [4]. Company Overview - Established in 2004, Hangzhou High-tech is primarily engaged in the research, production, and sales of polymer materials for cables. The company offers a variety of products, including general PVC cable materials, special PVC cable materials, halogen-free low-smoke flame-retardant cable materials, special polyethylene and cross-linked polyethylene cable materials, and chemical cross-linked cable materials [4]. - The company's products are widely used in sectors such as 5G, military, marine engineering, electricity, new energy, and rail transit [4]. Financial Performance - In 2024, the company reported operating revenue of 384 million yuan, a year-on-year decrease of 1.23%. The net profit attributable to shareholders was a loss of 24.34 million yuan, attributed to intense market competition and high financial costs [5]. - In the first quarter of the year, the operating revenue was 83.91 million yuan, a year-on-year increase of 21.75%. The net profit attributable to shareholders was a loss of 1.80 million yuan, which is a significant narrowing compared to a loss of 4.07 million yuan in the same period last year [5]. Previous Transactions - In December of the previous year, the company announced plans to acquire 51% of the shares of Fujian Nanping Solar High-tech Materials Co., Ltd. from Hangzhou Ruixin Cable Materials Partnership. However, this major asset restructuring was abruptly terminated in January due to disagreements on valuation and commercial terms [5]. - In March, the company announced plans to jointly establish "Fujian Nanping Solar High-tech Cable Materials Co., Ltd." with Fujian Nanping Solar Cable Co., Ltd. to promote industry chain collaboration and market development in South China [6]. Stock Performance - As of June 27, prior to the suspension, the stock closed at 13.48 yuan per share, with a year-to-date increase of 49.61%. The latest total market capitalization was 1.7 billion yuan [7].
控制权变更在即 飞马国际再推大股东业绩补偿方案上会
Zheng Quan Shi Bao Wang· 2025-06-29 12:42
Core Viewpoint - The company, Feima International, is resubmitting a proposal regarding performance commitments to the shareholders' meeting, which was previously rejected, amidst potential changes in control and significant financial implications for the company and its shareholders [1][2]. Group 1: Performance Commitment Proposal - Feima International plans to resubmit the proposal on performance commitments, which involves a compensation amount exceeding 400 million yuan, after it was previously rejected by the shareholders [1]. - The proposal is aimed at ensuring that the current major shareholder, Xinzheng Ding, fulfills its commitment to cover the performance shortfall, which is confirmed to be 437 million yuan [2]. - The proposal was initially made by Xinzheng Ding, which is under the New Hope Investment Group, with a commitment to achieve a total net profit of no less than 570 million yuan for the years 2022, 2023, and 2024 [1][2]. Group 2: Shareholder Meeting Dynamics - The proposal was the only one among several at the 2024 annual shareholders' meeting that did not pass, with 43.8% voting in favor and 55.9% against, resulting in a low participation rate of about 4% of the total share capital [2]. - The reasons for the rejection of the proposal remain unclear, with mixed opinions from the investor community and vague responses from company representatives regarding the dissenting shareholders' views [2]. Group 3: Potential Change in Control - A new variable has emerged as the actual control of Feima International may change, with an investment agreement signed between New Hope Investment Group and a local investment entity, ensuring that the latter will hold at least 66.89% of Xinzheng Ding's shares [3]. - Following the announcement of the potential change in control, Feima International's stock price experienced a significant increase, indicating market optimism regarding the new developments [3].
控制权或生变!停牌!
中国基金报· 2025-06-26 13:15
Core Viewpoint - The company is undergoing a potential change in control due to the major matter being planned by its controlling shareholder, which has led to the suspension of its stock trading for a short period [2][4][6]. Group 1: Control Change Announcement - On June 26, the company announced that its controlling shareholder, Wang Zhuangpeng, is planning a share transfer agreement that may lead to a change in control [4][6]. - The stock will be suspended from trading starting June 27, with the suspension expected to last no more than two trading days to ensure fair information disclosure [6][7]. Group 2: Shareholding Structure - As of the end of the first quarter, Wang Zhuangpeng holds 42,730,500 shares, representing 20.88% of the total share capital, making him the largest shareholder [8][9]. - The total shareholding of the top ten shareholders accounts for 35.11% of the total share capital, with a combined market value of approximately 9.39 billion [9]. Group 3: Financial Performance - The company has faced continuous net losses for three consecutive years, with unstable revenue performance [11]. - The total revenue for the most recent reporting period was 1.02 billion, reflecting a year-on-year decrease of 28.28% [12]. - The net profit for the latest period was -0.18 billion, indicating a year-on-year improvement of 19.40% compared to the previous year [12]. Group 4: Future Plans - The company aims to achieve profitability by 2025 through technological upgrades to reduce costs and improve efficiency, while also focusing on production capacity [13].
吉林华微电子股份有限公司关于召开2025年第二次临时股东会的通知
Shang Hai Zheng Quan Bao· 2025-06-25 19:20
Group 1 - The company will hold its second extraordinary general meeting of shareholders on July 11, 2025, at 9:30 AM in Jilin City, China [2][11] - Voting will be conducted through a combination of on-site and online methods, with specific time slots for each [3][8] - Shareholders must register to attend the meeting, either in person or through authorized representatives [14][16] Group 2 - The company is under a corrective order from the Jilin Securities Regulatory Bureau to recover 1.49 billion yuan of misappropriated funds by August 12, 2025, or face potential delisting [24][27] - The company has been under delisting risk warning since May 6, 2025, due to an audit report that could not express an opinion on its financial statements [31][32] - The company is actively working with its controlling shareholder, Shanghai Pengsheng, to resolve the misappropriation issue through a proposed share transfer to Jilin Yadong State Capital Investment Co., Ltd. [40][55] Group 3 - The share transfer agreement involves transferring 214,326,656 shares, representing 22.32% of the company's total shares, to Jilin Yadong, with proceeds prioritized for repaying misappropriated funds [55][58] - The transaction is subject to approval from the shareholders' meeting and regulatory bodies, including the State Administration for Market Regulation [41][71] - The company aims to leverage the advantages of state-owned capital to enhance its operational quality and market competitiveness post-transaction [70]
牛散出手!通过拍卖 1亿入局
Zhong Guo Ji Jin Bao· 2025-06-25 16:16
Core Viewpoint - Shanshan Co., Ltd. is experiencing a decline in performance and control disputes, leading to continuous shareholding reductions by its actual controller due to judicial auctions and debt restructuring [2][6]. Group 1: Shareholding Changes - On June 25, 2025, Wei Wei acquired 13 million shares of Shanshan Co., Ltd. at a price of 8.42 yuan per share, totaling approximately 109 million yuan, through a judicial auction [2][3]. - Following this auction, the actual controller's shareholding ratio decreased to 26.36%, down from over 45% at the end of 2024 [6][8]. - The remaining shares of the major shareholder are under judicial freeze or marking, indicating ongoing financial distress [6]. Group 2: Financial Performance - Shanshan Co., Ltd. reported a significant decline in net profit, dropping from over 20 billion yuan in 2022 to a loss of 7.68 billion yuan in 2024 [8][9]. - The company's total revenue decreased from 217 billion yuan in 2022 to 186.8 billion yuan in 2024, reflecting a downward trend in business performance [9]. Group 3: Company Background and Management Changes - Founded in 1989 and listed in 1996, Shanshan Co., Ltd. transitioned from clothing to lithium battery materials, becoming a leader in the industry [7]. - The company faced management turmoil following the death of its founder, Zheng Yonggang, in 2023, leading to disputes over control between his son and stepmother [7][8]. - The restructuring process initiated by the major shareholder, Shanshan Group, raises concerns about potential changes in company control [6][8].
14.9亿占款清偿倒计时!这家公司控制权或生变
Guo Ji Jin Rong Bao· 2025-06-20 10:43
Core Viewpoint - *ST Huamei is facing a potential change in control due to the planned share transfer by its controlling shareholder, Shanghai Pengsheng, which aims to address the company's financial irregularities and avoid delisting risks [1][3][4]. Group 1: Company Background and Current Situation - *ST Huamei, formerly known as Jilin Huamei Electronics Co., Ltd., specializes in power semiconductor devices and is one of the few domestic companies adopting the IDM model (Integrated Design and Manufacturing) [3]. - The company announced a stock suspension starting June 19, 2025, for no more than two trading days due to the share transfer planning by its largest shareholder, Shanghai Pengsheng, who holds 22.32% of the company's shares [3][4]. - The suspension is primarily driven by the need to mitigate delisting risks associated with non-compliance regarding the disclosure of non-operating fund occupation by the controlling shareholder [3][4]. Group 2: Financial Irregularities and Regulatory Actions - From 2015 to 2023, Shanghai Pengsheng and its affiliates occupied non-operating funds from *ST Huamei, with an outstanding balance of 1.491 billion yuan as of October 15, 2024 [3][4]. - The Jilin Securities Regulatory Bureau issued a notice requiring *ST Huamei and Shanghai Pengsheng to recover the 1.491 billion yuan within six months, with a deadline set for August 12, 2025 [3][4]. - If the recovery is not completed by the deadline, the Shanghai Stock Exchange will suspend the company's stock, and further delays could lead to a delisting decision [4]. Group 3: Financial Performance - Despite governance issues, *ST Huamei reported strong financial recovery, with a revenue of 2.058 billion yuan in 2024, marking an 18.13% year-on-year increase, and a net profit of 128 million yuan, up 246.45% [5]. - In the first quarter of 2025, the company continued its growth trend, achieving a revenue of 643 million yuan, a 29.56% increase year-on-year, and a net profit of 55 million yuan, up 253.08% [7]. - The increase in performance is attributed to the growing demand in the power semiconductor device market [7]. Group 4: Shareholder Dynamics - The composition of the top ten circulating shareholders has changed frequently, with new shareholders entering and others exiting [8]. - As of the first quarter of 2025, Shanghai Pengsheng's shares are fully pledged, indicating potential liquidity issues [8]. - The specifics of the share transfer, including the transaction counterpart, transfer ratio, and price, have not yet been disclosed, but it is seen as a potential new model for resolving the company's financial issues [8].
*ST华微: 吉林华微电子股份有限公司关于筹划控制权变更事项继续停牌的公告
Zheng Quan Zhi Xing· 2025-06-20 08:21
证券代码:600360 证券简称:*ST 华微 公告编号:2025-044 吉林华微电子股份有限公司 关于筹划控制权变更事项继续停牌的公告 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。 告编号:2025-043)。 (公 截至本公告披露日,上述事项仍处于筹划之中,公司控股股东正与相关方积 极推进本次事项的各项工作,公司预计无法在 2025 年 6 月 23 日(星期一)开市 起复牌。根据《上海证券交易所股票上市规则》 《上海证券交易所上市公司自律监 管指引第 4 号——停复牌》等有关规定,经公司向上海证券交易所申请,本公司 股票将于 2025 年 6 月 23 日(星期一)开市起继续停牌,预计继续停牌时间不超 过 3 个交易日。 停牌期间,公司将根据相关事项进展情况,严格按照有关法律法规的规定和 要求履行信息披露义务。待上述事项确定后,公司将及时发布相关公告并申请复 牌。 重要内容提示: ? 证券停复牌情况:适用 为推动化解公司面临的资金占用规范类退市风险,吉林华微电子股份有限公司(以 下简称"公司")控股股东上海鹏盛科技实 ...
政策与市场同向发力私募基金收购上市公司案例涌现
Zheng Quan Shi Bao· 2025-06-13 18:15
证券时报记者程丹 私募基金收购上市公司的热潮不断涌现。鸿合科技近日表示,合肥瑞丞私募基金管理有限公司拟以 15.75亿元收购该公司25%股份并取得控制权。这是"并购六条"发布以来,A股市场披露的第6单私募股 权创投基金收购上市公司的案例。 更多私募料参与其中 在现已披露的6单私募股权创投基金收购上市公司的案例中,市场更关注2单,关注度主要集中在两起具 有标杆意义的交易上:一是启明创投拟以4.52亿元收购天迈科技26.10%股份,二是合肥瑞丞私募基金计 划以15.75亿元收购鸿合科技25%股份。这两起交易无论哪宗获得监管部门通过,都将在一定程度上对 行业形成示范效应。 监管部门多次明确表示支持私募基金以产业整合为目的收购上市公司,这与市场需求不谋而合。中央财 经大学资本市场监管与改革研究中心副主任李晓认为,部分上市公司有寻找赋能方和融资方等诉求,希 望有新的伙伴加入,私募基金在产业链上下游往往有众多被投企业,若能入主上市公司,可借助上市公 司主体发挥产业协同效应,实现上市公司做大做强,随着政策红利持续释放,市场需求被充分激发。 年内披露多个收购案例 以年初启明创投拟4.52亿元收购天迈科技26.10%股份为始, ...