向特定对象发行股票

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东方钽业: 宁夏东方钽业股份有限公司2025年度向特定对象发行股票方案论证分析报告(修订稿)
Zheng Quan Zhi Xing· 2025-08-26 10:24
Core Viewpoint - The company, Ningxia Dongfang Tantalum Industry Co., Ltd., plans to raise up to 1.2 billion RMB through a private placement of A-shares to fund three projects and supplement working capital, aligning with national policies supporting the tantalum and niobium industry [4][5][6]. Group 1: Background and Purpose of the Issuance - The issuance is driven by national policies aimed at promoting the development of the tantalum and niobium industry, which is recognized as a key sector due to its applications in electronics, aerospace, and other strategic industries [5][6]. - The company aims to enhance its production capacity and address equipment aging and capacity shortages through the proposed projects, which include wet metallurgy, pyrometallurgy, and high-end products [7][24]. Group 2: Fund Allocation and Project Details - The total investment for the projects is approximately 1.37358 billion RMB, with the raised funds of 1.2 billion RMB allocated to three main projects and working capital [4][24]. - The projects are expected to improve the company's market position and operational efficiency, ensuring a stable supply chain and reducing costs by achieving self-sufficiency in raw materials [7][24]. Group 3: Industry Context and Market Demand - The tantalum and niobium industry is supported by government policies, which provide a favorable environment for growth, particularly in high-tech applications such as semiconductors and aerospace [5][6]. - The demand for tantalum and niobium products is expected to rise due to their critical roles in various high-tech sectors, including defense and energy [6][7]. Group 4: Financial Impact and Shareholder Considerations - The issuance is projected to increase the company's total assets and net assets, enhancing its financial stability and capacity for future growth [8][20]. - The company has committed to measures to mitigate the dilution of immediate returns for existing shareholders, ensuring that the interests of all shareholders are protected [20][27][28].
探路者拟向实控人方定增募不超19.3亿元 发行价7.28元
Zhong Guo Jing Ji Wang· 2025-08-26 08:07
中国经济网北京8月26日讯探路者(300005)(300005.SZ)昨日晚间披露《2025年度向特定对象发行股票 预案》。本次向特定对象发行股票募集资金总额不超过人民币193,000.56万元(含本数),扣除发行费用 后拟将全部用于补充流动资金。 本次发行的股票种类为境内上市人民币普通股(A股),每股面值为人民币1.00元。本次发行采取向特定 对象发行的方式。 本次发行的发行对象为公司实际控制人李明及其控制的企业北京通域合盈投资管理有限公司(简称"通域 合盈"),二者拟以现金方式认购公司本次发行的全部股票。 本次发行的股票数量不超过本次发行前公司总股本的30%,即不超过265,110,655股(含本数)。 本次发行股票的发行对象为李明及其控制的企业通域合盈。截至预案出具日,李明控制公司120,888,353 股股份,间接控制比例为13.68%,为公司实际控制人;通域合盈系公司现控股股东北京通域众合科技 (000925)发展中心(有限合伙)(简称"通域众合")的执行事务合伙人,李明持有通域合盈60%的股权。 根据《创业板上市规则》,本次发行构成关联交易。 本次发行前,公司总股本为883,702,186股。通域 ...
汇得科技: 上海汇得科技股份有限公司2025年度向特定对象发行A股股票募集说明书(申报稿)
Zheng Quan Zhi Xing· 2025-08-25 20:08
Company Overview - Shanghai Huide Science & Technology Co., Ltd. is located at 180 Chunhua Road, Jinshanwei Town, Jinshan District, Shanghai, and was established on June 25, 2007 [17][19] - The company specializes in the research, production, and sales of polyurethane resin products, primarily focusing on synthetic leather polyurethane (PU slurry), polyurethane elastomers, thermoplastic polyurethane (TPU), polyester polyols, and polyurethane products for new energy batteries [17][19] - The registered capital of the company is 141.132667 million yuan [17] Share Issuance Plan - The company plans to issue shares to specific investors, subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission (CSRC) [4][10] - The maximum number of shares to be issued is 42.3398 million, which would increase the total share capital to 183.4725 million shares [6][10] - The funds raised will be used for polyurethane new material projects, with all investors required to subscribe in cash [4][10] Shareholder Structure - As of March 31, 2025, the controlling shareholder is Huide Group, holding 35% of the total shares, while the actual controllers, Qian Jianzhong and Yan Qun, collectively control 69.08% of the shares [18][19] - The company has a total of 14,115.37 million shares, with 98.24% being unrestricted shares [18] Industry Context - The company operates within the chemical raw materials and chemical products manufacturing industry, specifically in the fine chemicals sector, focusing on high polymer materials [20][21] - The polyurethane industry is guided by national macro policies and self-regulatory management by industry associations, with key regulatory bodies including the National Development and Reform Commission and the Ministry of Ecology and Environment [21][23] - The fine chemicals industry is recognized as a strategic focus for development in China, with increasing support from government policies and funding aimed at enhancing the sector's growth and innovation capabilities [26]
飞鹿股份: 关于向特定对象发行股票摊薄即期回报及填补措施和相关主体承诺的公告
Zheng Quan Zhi Xing· 2025-08-25 20:08
Core Viewpoint - The company is issuing shares to specific investors, which will dilute immediate returns, and has outlined measures to compensate for this dilution while ensuring the protection of minority shareholders' interests [1][5][6]. Financial Impact Analysis - The total amount raised from the issuance is expected to be no more than 323.20 million yuan, leading to an increase in total share capital and net assets, which may result in a short-term dilution of earnings per share and return on equity [1][2]. - Post-issuance, the total share capital will increase from 218,945,730 shares to 258,945,730 shares [2]. - The projected net profit attributable to shareholders for 2025 is estimated at -135.65 million yuan, with various scenarios predicting different levels of loss reduction or increase [3][4]. Key Financial Metrics - Under different scenarios, the basic and diluted earnings per share are projected to be as follows: - Scenario 1: Basic EPS of -0.74, -0.64, -0.63 [4] - Scenario 2: Basic EPS of -0.74, -0.57, -0.57 [4] - Scenario 3: Basic EPS of -0.74, -0.70, -0.69 [4] - The weighted average return on equity is expected to decline significantly, with estimates ranging from -29.52% to -44.45% across scenarios [4]. Necessity and Reasonableness of the Issuance - The funds raised will be used to supplement working capital, aligning with the company's current development needs and enhancing its capital strength for sustainable growth [5][6]. Measures to Compensate for Dilution - The company plans to focus on its core business to enhance profitability and reduce the impact of dilution [6][7]. - Strict management and oversight of the raised funds will be implemented to ensure they are used legally and effectively [7]. - The company aims to improve operational management and internal controls to enhance efficiency and profitability [7]. - A profit distribution policy will be established to ensure stable returns to shareholders, particularly in cash dividends [8]. Commitments from Key Stakeholders - The controlling shareholder and actual controller have committed to ensuring the effectiveness of the measures to compensate for the dilution of immediate returns [9]. - Directors and senior management have also made commitments to align their performance with the execution of these compensation measures [9].
东方钽业: 半年报董事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 18:05
Group 1 - The board meeting of Ningxia Dongfang Tantalum Industry Co., Ltd. was held on August 22, 2025, with all 9 directors present, confirming compliance with the Company Law and Articles of Association [1] - The board approved the 2025 semi-annual report and related documents, which will be published on August 26, 2025, in various financial newspapers and on the official website [1][2] - The board also approved a continuous risk assessment report and a special report on the use of raised funds, both requiring submission to the fourth extraordinary general meeting of shareholders in 2025 [2][3] Group 2 - The company plans to issue shares to specific investors, including China Nonferrous Metal Group Co., Ltd. and other qualified institutional investors, with a total fundraising amount not exceeding 1.2 billion RMB [14][15] - The funds raised will be allocated to three construction projects and to supplement working capital, with a total project investment of 1.37358 billion RMB [15] - The issuance will be conducted through a pricing inquiry method, with the issue price set at no less than 80% of the average trading price over the previous 20 trading days [12][14] Group 3 - The company will implement a lock-up period for shares acquired by specific investors, with different durations based on the percentage of shareholding increase post-issuance [17] - The board's resolution for the issuance is valid for 12 months from the date of approval by the shareholders' meeting, subject to any new regulations [18] - The company will utilize self-raised funds for project investments prior to the arrival of the raised funds, with adjustments made based on the actual net amount raised [15]
东方钽业: 独立董事专门会议2025年第六次会议决议
Zheng Quan Zhi Xing· 2025-08-25 17:27
Core Viewpoint - The independent directors of Ningxia Dongfang Tantalum Industry Co., Ltd. held a special meeting to review and approve several proposals related to risk assessment, loan agreements, and stock issuance, emphasizing the importance of safeguarding the company's interests and ensuring compliance with relevant regulations [1][2][3][4][5] Group 1: Risk Assessment and Loan Agreements - The independent directors conducted a risk assessment report on China Nonferrous Mining Group Financial Co., Ltd., which objectively reflects the financial company's risk status and aids in timely risk prevention [1] - The proposal for a loan agreement with China Nonferrous Group was approved, as it is deemed necessary for business development and does not negatively impact the company's operational capacity or independence [2] Group 2: Stock Issuance Proposals - The revised proposal for issuing shares to specific targets complies with relevant laws and is aligned with the company's long-term development strategy, ensuring no harm to the interests of shareholders, especially minority shareholders [2][3] - The feasibility analysis report for the use of funds raised from the stock issuance is consistent with national policies and the company's actual needs, promoting sustainable development [3][4] - The report on the dilution of immediate returns from the stock issuance and the accompanying remedial measures is in accordance with regulatory requirements, ensuring the protection of shareholders' rights [5]
飞鹿股份: 第五届董事会第八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:19
Group 1 - The company held its eighth board meeting on August 22, 2025, where it confirmed compliance with the conditions for issuing shares to specific targets [1][2] - The board approved the proposal for the 2025 annual issuance of shares to specific targets, which will involve issuing domestic listed RMB ordinary shares (A-shares) at a par value of RMB 1.00 per share [2][3] - The issuance will be conducted entirely through a specific target issuance method, with Shanghai Xiaoguang Intelligent Technology Co., Ltd. as the target for cash subscription [3][4] Group 2 - The pricing benchmark date for the issuance is the announcement date of the board's resolution, with the issuance price set at RMB 8.08 per share, not lower than 80% of the average trading price over the previous 20 trading days [3][4] - The total number of shares to be issued will not exceed 40 million shares and not be less than 32 million shares, accounting for no more than 30% of the company's total share capital prior to the issuance [4][5] - The funds raised from this issuance will not exceed RMB 323.2 million, and the net proceeds will be used entirely to supplement working capital [5][6] Group 3 - The board approved the feasibility analysis report for the use of funds raised from the issuance, confirming its alignment with the company's actual situation and development needs [8][9] - The board also approved the report on the use of previous fundraising, which was reviewed and verified by an independent auditor [9][10] - The board discussed measures to mitigate the dilution of immediate returns due to the issuance and received commitments from relevant parties to ensure these measures are implemented [10][11] Group 4 - The board approved the signing of a conditional share subscription agreement with the specific target, which constitutes a related party transaction [11][12] - The company plans to implement a shareholder return plan for the next three years (2025-2027) to ensure stable and continuous returns for investors [12][13] - The board proposed to authorize itself to handle all matters related to the issuance of shares to specific targets, including adjustments based on market conditions and regulatory requirements [13][14] Group 5 - The company will hold its fourth extraordinary general meeting of shareholders on September 10, 2025, to further discuss the approved proposals [15][16] - The board's resolutions will be valid for twelve months from the date of approval by the shareholders [14][17]
东方钽业: 半年报监事会决议公告
Zheng Quan Zhi Xing· 2025-08-25 17:19
证券代码:000962 证券简称:东方钽业 公告编号:2025-063 号 宁夏东方钽业股份有限公司 第九届监事会第十三次会议决议公告 本公司及监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、监事会会议召开情况 宁夏东方钽业股份有限公司第九届监事会第十三次会议通知于 2025 年 8 月 12 日以电子邮件、短信等形式向各位监事发出。会议于 2025 年 8 月 22 日 在东方钽业办公楼二楼会议室召开。会议应到监事 5 人,实到 5 人。会议的 召集、召开符合《公司法》 《公司章程》的规定。会议由监事会主席李毛毛先 生主持。 二、监事会会议审议情况 监事会对公司 2025 年半年度报告发表如下意见: 经审核,监事会认为董事会编制和审议宁夏东方钽业股份有限公司 2025 年半年度报告的程序符合法律、行政法规及中国证监会的规定,报告内容真 实、准确、完整地反映了上市公司的实际情况,不存在任何虚假记载、误导 性陈述或者重大遗漏。 表决结果:5 票同意,0 票反对,0 票弃权 评估报告的议案》 表决结果:5 票同意,0 票反对,0 票弃权 表决结果:5 票同意,0 票反 ...
飞鹿股份: 关于召开公司2025年第四次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-25 17:19
(2)网络投票时间:2025 年 9 月 10 日,其中,通过深圳证券交易所交易 证券代码:300665 证券简称:飞鹿股份 公告编号:2025-116 株洲飞鹿高新材料技术股份有限公司 关于召开公司 2025 年第四次临时股东会的通知 本公司及董事会全体成员保证信息披露内容的真实、准确和完整,没有虚假 记载、误导性陈述或重大遗漏。 经株洲飞鹿高新材料技术股份有限公司(以下简称"公司")第五届董事会 第八次会议审议通过,决定于 2025 年 9 月 10 日(星期三)召开公司 2025 年第 四次临时股东会。现将会议相关事项通知如下: 一、召开会议的基本情况 定召开 2025 年第四次临时股东会。召集程序符合法律、法规、规范性文件和《公 司章程》的规定。 门规章、规范性文件及《公司章程》的规定。 (1)现场会议召开时间:2025 年 9 月 10 日(星期三) 14:00 系 统 进 行 网 络 投 票 的 时 间 为 : 2025 年 9 月 10 日 9:15-9:25 、 9:30-11:30 和 年 9 月 10 日 9:15-15:00 期间的任意时间。 将通过深圳证券交易所交易系统和互联网投票系统 ...
上能电气: 关于向特定对象发行股票的第二轮审核问询函回复更新的提示性公告
Zheng Quan Zhi Xing· 2025-08-25 17:05
Group 1 - The company received a second round inquiry letter from Shenzhen Stock Exchange regarding its application for a specific object stock issuance on July 29, 2025 [1] - The company, along with intermediaries, conducted thorough research and responses to the inquiries listed in the letter and updated relevant application documents accordingly [1] - The company will continue to update and revise the responses based on further feedback from the Shenzhen Stock Exchange [1] Group 2 - The stock issuance is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty regarding the approval process and timeline [2] - The company will fulfill its information disclosure obligations based on the progress of this matter [2]