人民财讯8月11日电，万辰集团（300972）8月11日晚间披露重大资产重组草案，公司拟以支付现金方 式，向淮南市盛裕企业管理有限公司和淮南市会想企业管理有限公司购买南京万优商业管理有限公司 (简称"南京万优")49%股权，交易价13.79亿元。 万辰集团称，此次交易前，公司通过南京万品商业管理有限公司间接控制南京万优商业管理有限公司 51%股权，此次交易系公司收购控股子公司的少数股权，交易完成后，公司直接和间接持有南京万优 75.01%的股权。 同时，为加强核心团队成员与公司的绑定，公司此次以支付现金方式购买南京万优股权的同时，拟由福 建农开发、漳州金万辰、王泽宁、张海国向淮南盛裕实控人周鹏转让上市公司989万股股份(占公司总股 本的5.27%)。 ...

Group 1 - The core business of the target company, Anjie Xun, is the research, development, production, and sales of optical passive devices in the optical communication field [1] - The acquisition of controlling interest in Anjie Xun will help the company expand its product and technology layout, rapidly form large-scale efficient manufacturing capabilities, and establish a more complete product matrix [1] - This transaction is expected to strengthen the company's industry position in the optical communication sector by enhancing downstream customer coverage and product delivery capabilities [1] Group 2 - The company plans to acquire 100% of the shares of Suzhou Anjie Xun Optoelectronic Technology Co., Ltd. through the issuance of shares, convertible bonds, and cash payments to six transaction parties [4] - The company intends to raise matching funds by issuing shares to no more than 35 specific investors [4] - As of now, the audit and evaluation work related to this transaction has not been completed, and the valuation and pricing of the target assets have not been finalized [4]

Core Viewpoint - Guangku Technology (光库科技) announced a major asset restructuring plan to acquire 100% equity of Suzhou Anjie Xun Optical Technology Co., Ltd. (安捷讯) through a combination of share issuance, convertible bonds, and cash payments, with the specific transaction price yet to be determined [2][6] Group 1: Transaction Details - The transaction is expected to meet the criteria for a major asset restructuring as defined by the restructuring management measures [6] - Guangku Technology's stock will resume trading on August 12, with a closing price of 55.07 yuan per share and a market capitalization of 13.7 billion yuan as of July 28 [2] - The acquisition aims to enhance Guangku Technology's product and technology layout, improve manufacturing capabilities, and strengthen its competitive position in the optical communication sector [9] Group 2: Financial Performance of Anjie Xun - Anjie Xun's total assets as of March 31, 2025, were approximately 487.64 million yuan, with total liabilities of about 184.38 million yuan and equity of around 303.26 million yuan [8] - The company's revenue for the fiscal year 2024 was approximately 509.17 million yuan, with a net profit of about 104.87 million yuan [8] - Anjie Xun has shown significant growth, with a net profit of 3.53 million yuan for the first quarter of 2025, compared to a loss of 152,180 yuan in 2023 [8] Group 3: Company Background - Anjie Xun, established in 2009, specializes in the research, production, and sales of optical communication passive components and provides comprehensive solutions for high-density fiber optic cabling [12][13] - The company has been recognized as a high-tech enterprise in Jiangsu Province and has previously been listed on the New Third Board before delisting in 2019 [11][12] Group 4: Previous Acquisitions - This acquisition of Anjie Xun marks Guangku Technology's second announced acquisition in 2023, following the planned acquisition of Wuhan Jiep Technology Co., Ltd. for approximately 17 million USD [15]

Group 1 - The core point of the article is that *ST Bio (000504) is planning to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd. for cash, which will result in Huize becoming a subsidiary of the company, indicating a significant asset restructuring [2] - Huize is a professional CRO company focused on drug research and clinical evaluation, with over 85% of its revenue coming from clinical evaluation services, and has established long-term partnerships with over 300 pharmaceutical companies and research institutions [5] - The acquisition is expected to enhance *ST Bio's biopharmaceutical business, improve profitability, and increase the company's risk resistance, while also creating synergies through asset integration in clinical research and drug development [5][6] Group 2 - The transaction is anticipated to strengthen the overall growth and profitability of *ST Bio, aligning with the company's strategic development needs and fostering long-term sustainable growth [6] - Following the acquisition, *ST Bio's biopharmaceutical segment will include drug research and clinical evaluation services, enhancing its competitive edge [6] - *ST Bio has previously disclosed a performance forecast, expecting revenue between 49 million to 52 million yuan for the first half of 2025, representing a year-on-year decline of 7.68% to 13% [6]

Core Viewpoint - *ST生物 is planning to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd. for cash, which will make Huize a subsidiary and included in the consolidated financial statements. This transaction is expected to constitute a significant asset restructuring as per the regulations [1] Group 1: Company Overview - Huize Biomedical is a professional CRO company focused on drug research and clinical evaluation, providing services such as pharmaceutical research, clinical trials, and data management statistical analysis [1] - Prior to the acquisition, *ST生物 primarily engaged in two business segments: "biomedical" and "energy conservation and environmental protection," along with the production and sales of other biomedical-related products [1] Group 2: Strategic Intent - The acquisition aims to extend the biomedical segment of *ST生物, enhancing the profitability of its main business and improving its risk resistance capabilities [1] - There is a strong correlation between cell clinical transformation research and drug development, and the asset integration is expected to improve operational efficiency and create significant synergies [1]

Core Viewpoint - The company *ST Bio is planning to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd. for cash, which will make Huize a subsidiary and included in the consolidated financial statements. This transaction is expected to constitute a major asset restructuring as defined by regulations [1] Group 1: Company Overview - Huize Biomedical is a professional CRO company focused on drug research and clinical evaluation, offering services such as pharmaceutical research, clinical trials, and data management statistical analysis [1] - Prior to the acquisition, the company primarily engaged in two business segments: "biomedical" and "energy conservation and environmental protection," along with the production and sales of related biomedical products [1] Group 2: Strategic Intent - The acquisition aims to extend the company's biomedical business, enhancing its profitability and risk resistance [1] - There is a strong correlation between cell clinical transformation research and drug development, and the asset integration is expected to improve operational efficiency and create significant synergies [1]

Core Viewpoint - The company, Huangting International, is facing a significant risk due to the upcoming auction of its major asset, Shenzhen Huangting Plaza, which could lead to a major asset restructuring and potential financial distress [1] Group 1: Auction Details - The Shenzhen Intermediate People's Court will auction the company's wholly-owned subsidiary, Shenzhen Rongfa Investment Co., Ltd.'s asset, Shenzhen Huangting Plaza, on September 9-10, with a starting price of 3.053 billion yuan [1] - The auction is part of a public sale on the JD.com judicial auction platform [1] Group 2: Financial Impact - As of December 31, 2024, the book value of Shenzhen Huangting Plaza is 5.75 billion yuan, accounting for 71.57% of the company's total assets [1] - The projected revenue from Shenzhen Huangting Plaza for 2024 is 369 million yuan, representing 56.03% of the company's total annual revenue [1] Group 3: Potential Consequences - If the auction is successful, the company will lose ownership of a key asset, which will have a significant impact on its assets, liabilities, and daily operations [1] - The company may trigger a financial warning situation under the Shenzhen Stock Exchange's listing rules, specifically rule 9.3.1, which could lead to mandatory delisting [1]

Core Viewpoint - Shenzhen Zhishang Technology Co., Ltd. plans to acquire 99.8555% equity of Shenzhen Hengyang Data Co., Ltd. through a combination of issuing shares and cash payment, with the total transaction price set at 1,148,338,427.34 yuan [1][3][4]. Board Meeting Details - The third board meeting of the company was held on August 11, 2025, with all five directors present, confirming compliance with relevant laws and regulations [1]. - The board unanimously approved the proposal for the acquisition, with all votes in favor [2]. Transaction Overview - The acquisition involves purchasing the equity from multiple shareholders, including Shenzhen Haina Tianqin Investment Co., Ltd. and others [2][3]. - The transaction price for the equity was determined based on an asset evaluation report, with the assessed value of Hengyang Data's total equity at 115,130,000 yuan, reflecting an increase of 249.83% compared to the audited book value [2][3]. Payment Structure - The total payment for the transaction will consist of cash and shares, with the cash portion amounting to 344,502,664.44 yuan, to be paid within 10 working days after regulatory approval [4][5]. - The shares will be issued at a price of 43.09 yuan per share after adjustments, with a total of 18,654,810 shares to be issued, representing 12.66% of the post-transaction total share capital [5][8]. Lock-up Period and Performance Commitments - A lock-up period of 12 months is established for the shareholders acquiring shares through this transaction, with specific conditions for performance commitments tied to the net profit of Hengyang Data for the years 2025 to 2027 [9][12]. - The performance commitment requires a cumulative net profit of no less than 300 million yuan over the three-year period, with provisions for compensation if targets are not met [12][15]. Financial Impact - The transaction is expected to enhance the company's net profit and equity, with no dilution of earnings per share anticipated post-transaction [26][27]. - Measures have been put in place to protect the interests of public shareholders regarding potential dilution of immediate returns [27]. Compliance and Regulatory Approval - The board confirmed that the transaction complies with various regulatory requirements, including the Major Asset Restructuring Management Measures and the Securities Issuance Registration Management Measures [20][21][24]. - The transaction details will be submitted for approval at the upcoming shareholders' meeting [18][19].

深圳市致尚科技股份有限公司董事会 关于本次交易不构成《上市公司重大资产重组管理办法》 第十二条规定的重大资产重组以及第十三条规定的 重组上市情形的说明 深圳市致尚科技股份有限公司（以下简称"公司"或"上市公司"）拟通过 发行股份及支付现金方式购买深圳市恒扬数据股份有限公司（以下简称"标的公 司"）股东所持标的公司 99.8555%的股权（以下简称"本次交易"）。 本次交易不构成《上市公司重大资产重组管理办法》第十二条规定的重大资 产重组以及第十三条规定的重组上市情形，具体如下： 一、本次交易不构成重大资产重组 单位：万元 | | 资产总额 | | 资产净额 | | | | | --- | --- | --- | --- | --- | --- | --- | | 项目 | | | | | | 营业收入 | | | 资产总额 | | 成交金额 | 资产净额 | 成交金额 | | | 恒扬数据 | 99.8555%股权 | 57,279.63 | 114,833.48 | 29,481.61 | 114,833.48 | 47,307.50 | | 上市公司 | | 309,518.25 | - | 263,57 ...

深圳市致尚科技股份有限公司 独立董事专门会议审查意见 深圳市致尚科技股份有限公司 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》"） 《上市公司重大资产重组管理办法》 （以下简称"《重 组管理办法》"） 《上市公司监管指引第 9 号——上市公司筹划 《创业板上市规则》 和实施重大资产重组的监管要求》《上市公司独立董事管理办法》等有关法律、 法规、规范性文件以及《深圳市致尚科技股份有限公司章程》的有关规定，深圳 市致尚科技股份有限公司（以下简称"公司"）独立董事召开了第三届董事会第 五次独立董事专门会议。独立董事本着实事求是、认真负责的态度，基于独立判 断的立场，对公司第三届董事会第十次会议的相关议案进行审议，并对本次交易 相关议案予以事前认可，认为本次交易定价公平、合理，方案切实可行，没有损 害公司及其他股东的利益，并发表审核意见如下： 《证券法》 《创业板上市公司持续监管办法（试行）》等法律、法规和规范性文 件规定的发行股份及支付现金购买资产的条件。 本次交易有利于提高公司的资产质量、改善财务状况、提高持续盈利能力，符合 公司的长远发展目标和股东的利益。 ...