Workflow
向特定对象发行A股股票
icon
Search documents
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发行保荐书(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. plans to issue up to 210,526,315 A-shares to specific investors, with China International Capital Corporation (CICC) acting as the sponsor for this issuance [1][2]. Group 1: Issuance Details - The issuance will consist of no more than 210,526,315 shares of RMB ordinary stock (A-shares) [1]. - CICC has been appointed as the sponsor for this issuance, ensuring compliance with relevant laws and regulations [2][3]. Group 2: Company Overview - Guangzhou Baiyun International Airport Co., Ltd. was established on September 19, 2000, and is listed on the Shanghai Stock Exchange under the stock code 600004.SH [4]. - The company provides various services related to air transportation, including passenger services, ground services, and airport facility management [4][5]. Group 3: Shareholding Structure - As of June 30, 2025, the total share capital of the company is 2,366,718,283 shares, all of which are unrestricted shares [6]. - The largest shareholder, the Airport Group, holds 57.20% of the shares, indicating it is the controlling shareholder [6]. Group 4: Financial Performance - The company reported total assets of 2,734,215.96 million RMB and total liabilities of 834,923.94 million RMB as of June 30, 2025 [8]. - For the first half of 2025, the company generated operating revenue of 372,604.62 million RMB and a net profit of 76,977.14 million RMB [8][9]. Group 5: Financial Ratios - The company’s current ratio is 1.16, and the quick ratio is 1.14 as of June 30, 2025, indicating a stable liquidity position [9]. - The debt-to-asset ratio stands at 30.54%, reflecting a moderate level of leverage [9]. Group 6: Internal Controls - CICC has established a quality control team to manage and control project risks throughout the issuance process, ensuring compliance with regulatory requirements [13][14].
白云机场: 北京市奋迅律师事务所关于广州白云国际机场股份有限公司2024年度向特定对象发行A股股票的补充法律意见书(三)
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The document provides a supplementary legal opinion regarding the issuance of A-shares by Guangzhou Baiyun International Airport Co., Ltd., detailing the company's business operations, particularly in advertising and internet services, and confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Advertising Business - The company engages in advertising through its subsidiaries, primarily focusing on advertising media resource management and rights transfer [4][5]. - Revenue from advertising operations during the reporting period amounted to 57,177.89 million yuan, with gross profit margins varying across different periods [7]. - The advertising business operates under two models: rights transfer and self-operated, with the rights transfer model being the primary revenue source [5][6]. Group 2: Internet Business - The company has developed internet services through websites, apps, and mini-programs, focusing on enhancing customer experience and operational efficiency [8][9]. - Internet sales revenue from various platforms, including "Airport Pass" and other services, was reported at 14.23 thousand yuan, 60.69 thousand yuan, and 36.78 thousand yuan for the years 2022 to 2024, with 58.82 thousand yuan in the first half of 2025 [20]. - The internet business primarily serves as a channel for existing offline services and does not constitute a significant portion of the company's overall revenue [16][20]. Group 3: Compliance and Legal Matters - The company has confirmed that its advertising and other cultural media businesses do not require special licenses under the current regulatory framework [29]. - There have been no significant administrative penalties related to the company's operations, indicating compliance with relevant laws and regulations [25][29]. - The company has implemented measures to ensure the protection of personal information in accordance with national laws, including the Personal Information Protection Law and the Cybersecurity Law [22][24].
永辉超市: 永辉超市股份有限公司关于第六届董事会第六次会议决议公告
Zheng Quan Zhi Xing· 2025-09-01 16:18
证券代码:601933 证券简称:永辉超市 公告编号:2025-048 永辉超市股份有限公司 第六届董事会第六次会议决议公告 本公司及董事会全体成员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。 一、董事会会议召开情况 永辉超市股份有限公司(下称"公司")第六届董事会第六次会议于 2025 年 际参与表决 9 人。本次会议符合《公司法》《公司章程》的规定。 二、董事会会议审议情况 本次会议采用记名投票方式,审议并通过了如下议案: (一)审议通过《关于调整公司 2025 年度向特定对象发行 A 股股票方案的 议案》 单位:万元 | 序号 | 项目名称 投资总金额 募集资金投资金额 | | --- | --- | | | 合计 637,607.99 399,207.99 | | | 在本次发行募集资金到位前,公司可根据募集资金投资项目的实际情况,以 | 自有或自筹资金先行投入,并在募集资金到位后按照相关法律、法规规定的程序 予以置换。 本次发行募集资金到位后,若扣除发行费用后的实际募集资金净额少于拟投 入募集资金总额,在本次发行募集资金投资项目范围内, ...
永辉超市: 永辉超市股份有限公司关于第六届监事会第五次会议决议公告
Zheng Quan Zhi Xing· 2025-09-01 16:18
证券代码:601933 证券简称:永辉超市 公告编号:2025-049 永辉超市股份有限公司 第六届监事会第五次会议决议公告 本公司及监事会全体成员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。 一、监事会会议召开情况 永辉超市股份有限公司(下称"公司")第六届监事会第五次会议于 2025 年 9 月 1 日以现场结合通讯方式召开,出席本次会议的监事应参与表决 3 人, 实际参与表决 3 人。本次会议符合《公司法》《公司章程》的规定。 二、监事会会议审议情况 与会监事以记名投票的方式审议以下议案并形成决议如下: (一)审议通过《关于调整公司 2025 年度向特定对象发行 A 股股票方案的 议案》 根据《中华人民共和国公司法》《中华人民共和国证券法》以及《上市公司 证券发行注册管理办法》等法律法规及规范性文件的有关规定,并结合公司实际 情况,同意对 2025 年度向特定对象发行 A 股股票方案的部分内容进行如下调整: 调整前: 本次向特定对象发行 A 股股票募集资金总额不超过 399,207.99 万元(含本 数),募集资金总额在扣除发行费用后的净额 ...
永辉超市: 永辉超市股份有限公司第六届董事会独立董事第四次专门会议审查意见
Zheng Quan Zhi Xing· 2025-09-01 16:18
Core Viewpoint - The independent directors of Yonghui Supermarket Co., Ltd. have reviewed and approved the revised proposal for the issuance of A-shares to specific targets for the year 2025, deeming it compliant with relevant laws and beneficial for the company's development and shareholder interests [1][2][3][4]. Group 1: Issuance Proposal - The independent directors agree that the adjusted proposal for the issuance of A-shares to specific targets in 2025 is reasonable, feasible, and aligns with the company's actual situation and development needs [1]. - The revised proposal meets the company's business development and funding requirements for investment projects, enhancing core competitiveness and profitability, thus benefiting all shareholders, especially minority shareholders [2]. - The feasibility analysis report for the use of funds raised from the A-share issuance is thorough and aligns with national policies and the company's long-term goals [2][3]. Group 2: Analysis and Commitments - The analysis report on the necessity of the securities issuance and the appropriateness of the selection criteria for the issuance targets is comprehensive and well-justified [3]. - The company has conducted a careful analysis of the impact of the issuance on immediate returns and has proposed specific measures to compensate for any dilution of returns, with commitments from relevant parties to fulfill these measures [3][4].
云中马: 浙江云中马股份有限公司关于向特定对象发行A股股票摊薄即期回报、采取填补措施及相关主体承诺(修订稿)的公告
Zheng Quan Zhi Xing· 2025-09-01 11:08
Core Viewpoint - The company plans to issue A-shares to specific investors, which will dilute immediate returns but includes measures to compensate for this dilution and commitments from relevant parties to ensure these measures are implemented [1][8]. Financial Impact of the Share Issuance - The issuance will increase the total share capital from 137,514,200 shares to 178,768,460 shares [2]. - The company analyzed three scenarios for the net profit attributable to shareholders after excluding non-recurring gains and losses for 2026, assuming it remains the same as 2025 or varies by ±10% [1][2]. Necessity and Reasonableness of the Fundraising - The total amount to be raised is not more than 640 million yuan, which will be used for a project to produce 135,000 tons of DTY yarn and 120,000 tons of high-performance leather base fabric [4][5]. - The project aims to upgrade existing production capacity and extend the industrial chain, enhancing market competitiveness and meeting production needs [6]. Project Relationship with Existing Business - The fundraising project is based on the company's current main business and aims to solve production bottlenecks while leveraging brand advantages to increase market share [6]. - The project will shift from external procurement of DTY yarn to internal production, improving product quality stability and delivery times [6]. Human Resources, Technology, and Market Preparedness - The company has experienced personnel and advanced production equipment to ensure project success, with management staff having over ten years of experience in the industry [7]. - The company holds 99 patents related to DTY yarn and fabric production, ensuring a solid technological foundation for the project [7]. - Approximately 70% of the DTY yarn production capacity will be internally consumed, enhancing product quality and reducing costs, thus improving market competitiveness [7]. Measures to Mitigate Dilution of Immediate Returns - The company will strengthen the supervision of raised funds to ensure they are used legally and effectively [9]. - It will accelerate the construction of the investment project to enhance profitability and shareholder returns [9]. - The company has established a profit distribution policy to protect investor rights and has committed to maintaining and optimizing this policy [10]. Commitments from Key Stakeholders - The controlling shareholder and management have made commitments to ensure the implementation of measures to compensate for the dilution of immediate returns [11]. - These commitments include not interfering with company management and ensuring compliance with regulatory requirements [11]. Approval Process for Measures and Commitments - The board of directors has approved the analysis of the dilution of immediate returns and the related compensation measures during board meetings and shareholder meetings [11].
茂化实华: 公司第十三届董事会独立董事专门会议2025年第二次会议决议
Zheng Quan Zhi Xing· 2025-08-31 08:15
Core Viewpoint - The company has convened a special meeting of the independent directors to approve the proposal for issuing A-shares to specific targets, confirming compliance with relevant laws and regulations [1][3][7]. Group 1: Meeting Details - The second special meeting of the 13th Board of Independent Directors was held on August 29, 2025, with all three independent directors present [1]. - The meeting was convened in accordance with the Company Law and the Articles of Association [1]. Group 2: A-Share Issuance Proposal - The company confirmed its eligibility to issue A-shares to specific targets based on self-assessment against legal requirements [1][3]. - The proposed issuance involves domestic listed RMB ordinary shares (A-shares) with a par value of RMB 1.00 per share [3]. - The issuance price is set at RMB 3.41 per share, which is not less than 80% of the average trading price over the 20 trading days prior to the pricing benchmark date [3][4]. Group 3: Issuance Details - The maximum number of shares to be issued is 155,962,606, not exceeding 30% of the total share capital before the issuance [5]. - The controlling shareholder, Maoming Port Group, will subscribe to the shares in cash, with a lock-up period of 36 months post-issuance [5][6]. Group 4: Fund Utilization and Reports - The total funds raised from this issuance will be used to supplement working capital [6]. - The company has prepared various reports, including feasibility analyses for the use of raised funds, confirming that the issuance aligns with the company's long-term strategy and benefits all shareholders [7][9]. Group 5: Related Transactions and Commitments - The issuance involves related transactions with the controlling shareholder, which have been conducted fairly and transparently [10]. - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders [10][11]. Group 6: Authorization and Compliance - The board seeks authorization from the shareholders' meeting to handle all matters related to the issuance efficiently [12]. - The proposal is subject to approval by the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7].
茂化实华: 第十三届董事会第十次临时会议决议公告
Zheng Quan Zhi Xing· 2025-08-31 08:15
茂名石化实华股份有限公司(以下简称"公司")第十 三届董事会第十次临时会议于 2025 年 8 月 29 日以现场结合 通讯表决方式召开。本次会议的通知于 2025 年 8 月 26 日以 电子邮件方式送达全体董事和高级管理人员。公司董事会共 有 9 名董事,9 名董事均以现场结合通讯表决方式参加会议。 本次会议由公司董事长王志华先生召集,公司董事长王志华 先生、副董事长许军先生工作出差通讯表决,会议由过半数 董事共同推举公司董事、总经理龙起龙先生主持。本次会议 的通知、召开以及参会董事人数均符合相关法律、行政法规、 部门规章、规范性文件、深圳证券交易所业务规则和《公司 章程》的有关规定。 证券代码:000637 证券简称:茂化实华 公告编号:2025-037 茂名石化实华股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整, 没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 二、董事会会议审议情况 本次会议审议通过了以下议案: - 1 - 根据《公司法》《证券法》《上市公司证券发行注册管 理办法》(以下简称"《发行注册管理办法》")等有关法 律、行政法规、部门规章及规范性文件的 ...
茂化实华: 公司关于2025年度向特定对象发行A股股票发行方案的论证分析报告
Zheng Quan Zhi Xing· 2025-08-31 08:12
Core Viewpoint - The company plans to issue up to 155,962,606 A-shares to raise no more than 531.8324 million yuan to supplement working capital, aiming to enhance its capital strength and profitability [1][2][3]. Group 1: Background and Purpose of the Issuance - The issuance is a response to the company's transition to a state-controlled enterprise and aims to address the challenges posed by a slowing global economy and a difficult chemical market [1][2]. - The funds raised will improve the company's asset-liability structure and support its development strategy, ensuring sustainable growth [2][3]. Group 2: Necessity of the Issuance - The issuance of A-shares is deemed necessary to alleviate liquidity pressure and support core business growth, enhancing the company's risk resistance and core competitiveness [3][5]. - Compared to debt financing, equity financing is more favorable for optimizing the capital structure and reducing financial risks [5]. Group 3: Selection of Issuance Objects - The issuance is directed solely at the controlling shareholder, Maoming Port, which aligns with regulatory requirements [6]. - The selection of a single entity as the issuance object is appropriate and complies with relevant regulations [6]. Group 4: Pricing Principles and Methods - The issuance price is set at 3.41 yuan per share, which is not lower than 80% of the average stock price over the previous 20 trading days [7][8]. - The pricing method and procedures have been conducted in accordance with regulatory requirements [8]. Group 5: Feasibility of the Issuance - The issuance complies with the Securities Law and relevant regulations, ensuring that it is conducted legally and feasibly [8][9]. - The company has followed necessary procedures for disclosure and approval, ensuring transparency and compliance [15][16]. Group 6: Fairness and Reasonableness of the Issuance Plan - The issuance plan has been approved by the board and is designed to benefit all shareholders without harming their interests [15][16]. - The plan will be subject to a fair vote by shareholders, ensuring that all voices are heard [16]. Group 7: Impact on Immediate Returns and Mitigation Measures - The company has conducted a thorough analysis of the impact on immediate returns and has proposed specific measures to mitigate any potential dilution of shareholder value [17].
茂化实华: 公司2025年度向特定对象发行A股股票预案
Zheng Quan Zhi Xing· 2025-08-31 08:12
Group 1 - The company plans to issue A-shares to a specific target, with the total amount raised not exceeding RMB 531.8324 million, which will be used to supplement working capital [4][15][29] - The issuance has been approved by the company's board and is subject to further approval from the shareholders' meeting and regulatory authorities [2][21] - The controlling shareholder, Maoming Port, will subscribe to the shares using cash and has signed a conditional subscription agreement [2][29] Group 2 - The issuance price is set at RMB 3.41 per share, which is not less than 80% of the average stock price over the 20 trading days prior to the pricing benchmark date [3][30] - The maximum number of shares to be issued is capped at 155,962,606 shares, which is not more than 30% of the company's total share capital before the issuance [17][30] - The shares subscribed by Maoming Port will be subject to a lock-up period of 36 months from the date of issuance [6][32] Group 3 - The issuance will not change the company's control, as Maoming Port will remain the controlling shareholder after the issuance [20][28] - The company is focused on enhancing its asset quality and achieving high-quality development in line with national capital market reforms [12][14] - The company operates in the petrochemical industry, producing various chemical products and is strategically located near major economic zones, providing a competitive advantage [13][14]