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航材股份: 中信证券股份有限公司关于北京航空材料研究院股份有限公司使用超募资金收购股权暨关联交易的核查意见
Zheng Quan Zhi Xing· 2025-08-29 17:03
Fundraising Overview - The company has successfully completed an initial public offering (IPO) on the Sci-Tech Innovation Board, raising a total of RMB 710.91 million by issuing 90 million shares at a price of RMB 78.99 each [1][3] - After deducting various fees, the net proceeds from the fundraising amount to RMB 689.56 million, with RMB 362.22 million allocated for specific investment projects and RMB 327.34 million classified as excess funds [3][4] Investment Projects - The net proceeds from the IPO will be used for three main projects: 1. High-performance elastomer materials and components for aviation 2. High-temperature alloy products for aircraft engines and gas turbines 3. Upgrading heat treatment and precision processing technology for aerospace titanium alloy components [3][4] Use of Excess Funds - The company plans to use RMB 98 million of the excess funds to permanently supplement working capital and RMB 18.41 million to acquire intellectual property rights related to high-temperature alloys from its controlling shareholder [4][5] Transaction Details - The company intends to acquire 100% of the equity of Zhenjiang Titanium Alloy Company, which is currently partially owned by its controlling shareholder, China Aviation Materials Research Institute [5][10] - The acquisition price is set at RMB 54.01 million, based on an asset appraisal that indicates an 88.08% increase in the value of the equity compared to its book value [9][10] Financial Performance of Target Company - Zhenjiang Titanium Alloy Company reported revenues of RMB 15.20 million and a total profit of RMB 884.11 million for the year ending March 2025, with total assets amounting to RMB 63.43 million [7][8] Rationale for Acquisition - The acquisition is deemed necessary to enhance the company's production capacity in the titanium alloy precision casting business, which is one of its four major business segments [10][11] - The transaction aligns with commitments made during the IPO to avoid competition with the controlling shareholder and will integrate Zhenjiang Titanium Alloy Company into the company's consolidated financial statements [10][11] Approval Process - The transaction has been approved by the company's board of directors and supervisory board, and it will be submitted for approval at the upcoming shareholders' meeting [12][14] - The transaction is also subject to approval from the relevant state-owned asset authorities [13][14]
阳光诺和: 关于召开2025年第三次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-29 17:02
Meeting Information - The shareholders' meeting is scheduled for September 15, 2025, at 14:30 [1] - The meeting will be held at the company's conference room located at No. 29, Shuangying West Road, Changping District, Beijing [1] - Voting will be conducted through a combination of on-site and online methods using the Shanghai Stock Exchange's network voting system [1] Voting Procedures - The network voting will be available from 9:15 to 15:00 on the day of the meeting [1] - Specific voting times through the trading system are from 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote via the internet platform [4] Agenda Items - The meeting will review two non-cumulative voting proposals: 1. Proposal to adjust the estimated daily related transactions for 2025 2. Proposal to sign a cooperation framework agreement with Dongfang Yanmei (Chengdu) Biotechnology Co., Ltd. [2][3] - These proposals have been approved by the company's board and were disclosed on August 29, 2025 [2] Attendance and Registration - Shareholders registered by the close of trading on September 10, 2025, are eligible to attend [4] - Registration for attendance is required and can be done in person or via email by September 12, 2025 [5] - Required documents for registration include identification and proof of shareholding [5][6] Additional Information - Shareholders are responsible for their own travel and accommodation expenses [6] - Contact information for the meeting is provided for any inquiries [6]
宁波建工: 北京大成律师事务所关于宁波建工股份有限公司发行股份购买资产暨关联交易之补充法律意见书(四)
Zheng Quan Zhi Xing· 2025-08-29 16:51
Core Viewpoint - The supplementary legal opinion letter indicates that the transaction involving Ningbo Construction Co., Ltd. is progressing with adjustments to share issuance price and quantity due to a profit distribution plan, while remaining compliant with relevant regulations and not constituting a major asset restructuring [3][4][15]. Transaction Plan - The share issuance price has been adjusted from 3.59 yuan to 3.49 yuan per share, and the number of shares to be issued has increased from 425,404,059 to 437,593,287 shares due to the implementation of a profit distribution plan [3][4]. Subject Qualifications - The qualifications of the listed company and the transaction counterpart,交投集团, have not changed during the supplementary verification period, confirming their eligibility to engage in the transaction [4][5]. Approvals and Authorizations - New approvals and authorizations have been obtained during the supplementary verification period, including the approval of the asset evaluation report and the revised transaction report [4][5]. Related Agreements - The related agreements for the transaction have remained unchanged during the supplementary verification period [5]. Target Assets - The basic situation, shareholding structure, and historical evolution of the target company have not changed during the supplementary verification period [5][6]. Business Qualifications - The main business of the target company has not changed, and one new major qualification has been added during the supplementary verification period [8]. Debt and Liability Handling - The handling of debts and liabilities related to the transaction has not changed during the supplementary verification period [9]. Information Disclosure - New information disclosures related to the transaction have been made, including announcements regarding the asset evaluation report and the revised transaction report [10][11]. Substantial Conditions - The transaction meets the substantial conditions outlined in the restructuring management measures, including compliance with industry policies and absence of significant legal obstacles [11][12][14]. Conclusion - The legal opinion concludes that the transaction complies with relevant laws and regulations, does not constitute a major asset restructuring, and has no substantial legal obstacles to its implementation [15][16].
宁波建工: 宁波建工第六届董事会第二十二次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:51
Group 1 - The board of directors of Ningbo Construction Co., Ltd. held its 22nd meeting of the 6th session on August 28, 2025, via telecommunication, with all 9 directors participating and voting [1] - All proposals presented during the board meeting were approved unanimously, with no dissenting or abstaining votes [1][2] - The meeting included the review of the revised draft of the asset purchase and related transaction report, necessitated by an extension of the asset evaluation report [1][2] Group 2 - The company engaged Zhejiang Yinxin Asset Appraisal Co., Ltd. to conduct an asset evaluation of Ningbo Traffic Engineering Construction Group Co., Ltd. as part of the transaction process, with the evaluation date set for December 31, 2024 [2] - The updated asset evaluation report confirmed that the asset values had not decreased, and the results will be used for information disclosure and regulatory submissions, but will not affect the transaction pricing [2][3]
普莱柯: 普莱柯第五届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Meeting Overview - The fifth meeting of the Supervisory Board of the company was held on August 28, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Financial Reporting - The 2025 semi-annual report was approved, confirming that its content and format comply with the regulations of the China Securities Regulatory Commission and the stock exchange, accurately reflecting the company's operational results and financial status [1][2]. - The report disclosed no false records, misleading statements, or significant omissions, and no violations of confidentiality by the personnel involved in its preparation were found [1]. Fund Management - The company confirmed that the use of raised funds complies with relevant regulations, with no changes in the purpose of the funds or harm to shareholder interests [2]. - The profit distribution plan for 2025 was deemed compliant and reasonable, ensuring the company's sustainable development while sharing profits with shareholders [2]. - The Supervisory Board approved the temporary use of up to 210 million yuan of idle raised funds for cash management, ensuring it would not affect normal business operations [3]. - Additionally, the company approved the use of 250 million yuan of idle self-owned funds for cash management under necessary approval procedures [3]. Related Transactions - The wholly-owned subsidiary, Luoyang Lepet Health Technology Co., Ltd., plans to acquire four "Meng Tuan" trademarks from Century Mengbang (Shanghai) Information Technology Co., Ltd. for 10,000 yuan, which aligns with the company's pet business development strategy and enhances brand competitiveness [4].
青岛港: 青岛港国际股份有限公司第四届监事会第二十五次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
证券代码:601298 证券简称:青岛港 公告编号:临 2025-028 青岛港国际股份有限公司 第四届监事会第二十五次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 青岛港国际股份有限公司(以下简称"公司")第四届监事会第二十五次会 议于2025年8月28日以现场会议及通讯参会相结合的方式在山东省青岛市市北区 港极路7号山东港口大厦2417会议室召开。会议通知及会议材料已按照《青岛港 国际股份有限公司章程》(以下简称"《公司章程》")规定及时以书面方式送 达全体监事。本次会议应到监事6人,实际出席监事6人(其中,以通讯参会方式 出席1人),缺席监事0人。本次会议的召开符合《中华人民共和国公司法》等法 律、法规及规范性文件以及《公司章程》的规定。 本次会议由公司监事会主席主持,公司董事会秘书、有关部门负责人及证券 事务代表列席了本次会议。 二、监事会会议审议情况 经与会监事充分审议并经过有效表决,审议通过了以下议案: (一)审议通过《关于青岛港国际股份有限公司 2025 年半年度报告的议案 ...
京仪装备: 关联交易决策制度
Zheng Quan Zhi Xing· 2025-08-29 16:40
第一条 为规范北京京仪自动化装备技术股份有限公司(以下简称"公司") 及其控股子公司与关联人之间的关联交易,防止关联交易损害公司及中小股东的 利益,根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上海证券交易 所科创板股票上市规则》《上海证券交易所上市公司自律监管指引第 5 号——交 易与关联交易》等法律、法规、规范性文件和《北京京仪自动化装备技术股份有 限公司章程》(以下简称"《公司章程》"),制定本制度。 第二条 公司关联交易的内部控制应遵循诚实信用、平等、自愿、公平、 公开、公允的原则。 第三条 公司关联交易行为应当合法合规,不得隐瞒关联关系,不得通过 将关联交易非关联化规避相关审议程序和信息披露义务。相关交易不得存在导致 或者可能导致公司出现被控股股东、实际控制人及其他关联人非经营性资金占 用、为关联人违规提供担保或者其他被关联人侵占利益的情形。 北京京仪自动化装备技术股份有限公司 第一章 总则 第二章 关联人和关联交易 第四条 关联人的认定,具体以中国证监会的规定和证券交易所上市规则、 其他业务规则的界定为准。 第五条 公司董事、高级管理人员、持股 5%以上的股东及其一致行动人、 实际控制 ...
四川成渝: 四川成渝第八届董事会第三十八次会议决议公告
Zheng Quan Zhi Xing· 2025-08-29 16:40
Meeting Overview - The 38th meeting of the 8th Board of Directors of Sichuan Chengyu Expressway Co., Ltd. was held on August 28, 2025, in Chengdu, Sichuan Province, with all 12 directors present [1][2] - The meeting was chaired by Chairman Luo Zuoyi, and senior management attended [1] Financial Report - The board approved the unaudited financial report for the six months ending June 30, 2025, which showed a net profit attributable to the company's owners of approximately RMB 837.254 million, with earnings per share of approximately RMB 0.260 [2][3] Dividend and Capital Increase - The board decided not to distribute a mid-term dividend or conduct a capital reserve transfer to increase share capital for the year 2025, based on cash flow and funding needs for recent projects [2][3] Investment Plan Adjustment - The board approved the mid-term adjustment of the 2025 investment plan based on reports from subsidiary companies [2][3] Organizational Structure Optimization - The board approved the optimization and adjustment of the Emergency Dispatch Center and Operations Science and Technology Center to enhance operational management and service efficiency [3] Related Party Transactions - The board approved a proposal for the indirect subsidiary Sichuan Chengyu Logistics Co., Ltd. to provide transportation services to Sichuan Hongda Co., Ltd., with a total service fee cap of RMB 61.2 million [4]
光大证券: 光大证券股份有限公司2025年第三次临时股东会会议文件
Zheng Quan Zhi Xing· 2025-08-29 16:39
Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to ensure the protection of shareholders' rights and maintain order during the meeting [1] - The meeting will allow shareholders to exercise their rights to speak, inquire, and vote, with specific procedures for registration and time limits for speeches [2][3] Meeting Procedures - All attendees must comply with legal obligations to maintain order and efficiency during the meeting [1] - Only shareholders, their proxies, directors, senior management, and invited legal representatives are allowed to attend, while others may be refused entry [1] - Shareholders wishing to speak must register in advance and are limited to three minutes each, with a total speaking time of 15 minutes [2] - Voting will be conducted through a named ballot system, with each share carrying one vote [2] - The meeting will combine on-site and online voting, with shareholders required to choose one method [3] Agenda Items - The first agenda item involves the revision of the company's dividend management system to align with new regulations and protect the rights of minority investors [5][6] - The second agenda item concerns the revision of the company's external guarantee system, also in accordance with new legal requirements [19][20] - The third agenda item addresses the revision of the company's related party transaction management system to comply with updated regulatory standards [23][24]
诺唯赞: 诺唯赞关于向控股子公司提供财务资助暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-29 16:29
Core Viewpoint - Nanjing Novogene Biotechnology Co., Ltd. plans to provide financial assistance of up to 20 million RMB to its subsidiary, Nanjing Droplet Biotechnology Co., Ltd., to support its business development and meet daily operational funding needs, with a loan term of up to three years [1][2][9] Summary by Sections Overview of Financial Assistance and Related Transactions - The financial assistance is intended to support the business development of Droplet Biotechnology and will not affect the normal operations of the company [2][5] - The loan interest rate will be based on the market quotation rate published by the National Interbank Lending Center [1][9] - The financial assistance constitutes a related transaction as per the Shanghai Stock Exchange regulations but does not qualify as a major asset restructuring [2][4] Approval Process - The financial assistance has been approved by the company's board of directors and requires further approval from the shareholders' meeting [2][10] - Independent directors and the audit committee have reviewed and approved the proposal, confirming that it is reasonable and necessary [10][11] Details of the Beneficiary - The beneficiary, Nanjing Droplet Biotechnology Co., Ltd., is a wholly-owned subsidiary of Logilet(UK) Limited, which is controlled by Novogene [4][6] - The company was established on March 21, 2025, with a registered capital of 7 million USD and operates in the medical device manufacturing sector [5][6] Financial Data of the Beneficiary - As of June 30, 2025, Droplet Biotechnology reported total assets of 7.2269 million RMB and total liabilities of 10.0729 million RMB, resulting in a net asset of -2.8460 million RMB [5][6] - The company has not generated any revenue since its establishment and reported a net loss of 2.8460 million RMB for the first half of 2025 [5][6] Related Party Transactions - The financial assistance involves related parties, including the actual controller of the company, who has provided guarantees for the loan [4][6] - The related parties did not provide equivalent financial assistance according to their shareholding ratios [4][6] Necessity and Impact of the Financial Assistance - The financial assistance is deemed necessary to alleviate the funding pressure on Droplet Biotechnology and support its stable development [9][10] - The company will implement effective financial and risk management measures to ensure the safety of the funds provided [9][10]