证券代码：002761 证券简称：浙江建投 公告编号：2025-084 浙江省建设投资集团股份有限公司 公司于2025年7月9日收到深圳证券交易所（以下简称"深交所"）出具的《关于 浙江省建设投资集团股份有限公司发行股份购买资产并募集配套资金申请的审核问询函》 （审核函〔2025〕130010号）（以下简称"审核问询函"）。 公司在收到审核问询函后，会同相关中介机构就审核问询函中提出的问题进行了认 真研究和逐项答复，并对相关申请文件进行了相应的补充和修订。现根据要求对审核问 询 函 回 复 予 以 披 露 ， 具 体 内 容 详 见 公 司 于 同 日 在 巨 潮 资 讯 网 （ http://www.cninfo.com.cn）披露的《浙江省建设投资集团股份有限公司关于深圳证券 交易所 <关于浙江省建设投资集团股份有限公司发行股份购买资产并募集配套资金申请的> 审核问询函>的回复》及其他相关文件。 本次交易尚需深交所审核通过以及中国证券监督管理委员会（以下简称"中国证监 会"）同意注册后方可实施。本次交易最终能否取得相关部门的审核或注册，以及最终 取得审核或注册的时间均存在不确定性。 公司将根据本次交易的进 ...

Core Viewpoint - The company is planning to acquire control of Suzhou Anjie Xun Optoelectronics Technology Co., Ltd. through the issuance of shares and convertible bonds, along with cash payments, while raising matching funds for this transaction [1]. Group 1 - The company has applied for a trading suspension of its shares starting from July 29, 2025, due to uncertainties related to the transaction, with an expected resumption date no later than August 12, 2025 [2]. - The company is actively advancing the necessary approvals and review processes during the suspension period, ensuring compliance with relevant regulations [3]. - All information regarding the transaction will be disclosed through designated information media, and investors are advised to pay attention to subsequent announcements [3].

Group 1 - The company held its 18th meeting of the 4th Board of Directors on July 30, 2025, with all 9 directors present, and confirmed the legality and validity of the meeting [1] - The board approved a resolution to sign a conditional asset purchase agreement to acquire shares and control of Advanced Assembly Materials International Ltd. (AAMI) through a major asset swap, issuing shares, and cash payment, while divesting 100% of its subsidiary Shanghai Zhizheng New Materials Co., Ltd. [1] - The board also approved a draft report on the major asset swap, share issuance, and cash purchase of assets, which includes a summary of the transaction [2][3] Group 2 - The company plans to sign a supplementary agreement with ASMPT Hong Kong Holding Limited regarding the governance of AAMI post-transaction [2] - The transaction involves related party transactions, with certain directors abstaining from voting, resulting in a unanimous approval of 6 votes in favor [2] - The company has revised relevant documents in accordance with Chinese securities laws and regulations, preparing a draft report for the major asset swap and related transactions [3]

Core Viewpoint - Quzhou Development (600208.SH) is planning to issue shares to acquire assets and raise supporting funds, leading to a temporary suspension of its stock trading starting July 30, 2025, for no more than 10 trading days [1] Group 1: Company Actions - The company intends to purchase shares of Xian Dao Electronic Technology Co., Ltd. held by Guangdong Xian Dao Rare Materials Co., Ltd. and is also interested in acquiring shares from other shareholders of Xian Dao Electronic Technology [1] - The transaction is currently in the planning stage, and the relevant scheme has not yet been finalized [1] Group 2: Stock Suspension - To ensure fair information disclosure and protect investor interests, the company has applied for a stock suspension in accordance with the Shanghai Stock Exchange regulations [1] - The expected duration of the stock suspension is no more than 10 trading days [1]

Group 1 - The company held its first extraordinary general meeting of shareholders on July 25, 2025, with no resolutions being rejected [2][10] - The meeting was convened in accordance with the Company Law and the company's articles of association, presided over by the chairman [2][3] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - The meeting approved multiple resolutions related to the issuance of shares and cash payment for asset acquisition, including the overall transaction plan and specific asset details [4][5] - The resolutions included provisions for the payment methods, types of shares issued, and arrangements for performance commitments [6][8] - All resolutions were passed with more than two-thirds of the voting rights held by attending shareholders [10] Group 3 - The company is planning to acquire a 70% stake in Northern Shangdu Zhenglanqi New Energy Co., Ltd. and a 75.51% stake in Northern Dolun New Energy Co., Ltd. through a combination of share issuance and cash payment [15] - A self-inspection report confirmed that the trading of company shares by insiders during the relevant period did not constitute insider trading [15][17] - The company has established strict information barriers to prevent insider trading and ensure compliance with regulations [27][30] Group 4 - The independent financial advisor and legal counsel confirmed that the trading activities of insiders did not pose a substantial legal obstacle to the transaction [32][33] - The company has committed to transparency and compliance with all relevant laws and regulations throughout the transaction process [27][30]

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]

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]

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]

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].

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].