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山东矿机: 山东德衡律师事务所关于山东矿机集团股份有限公司向特定对象发行股票的补充法律意见书(二)
Zheng Quan Zhi Xing· 2025-09-04 16:20
Core Viewpoint - The company, Shandong Mining Machinery Group Co., Ltd., is preparing to issue A-shares to specific targets, with a total fundraising amount not exceeding 300 million yuan, aimed at supplementing working capital [17][28]. Group 1: Legal Opinions and Compliance - The law firm, Shandong Deheng Law Firm, has been engaged as a special legal advisor for the issuance process, ensuring compliance with relevant laws and regulations [3][4]. - The issuance is subject to the review by the Shenzhen Stock Exchange, which has raised inquiries regarding the company's land use and operational licenses [3][6]. Group 2: Land Use Issues - A subsidiary, Shandong Chengtong Forging Co., Ltd., has a land use issue where it occupies 321.7 square meters of land without proper ownership documentation, which may lead to forced execution by local authorities [6][9]. - The company is in discussions to purchase the occupied land, but there is significant uncertainty regarding the outcome of these negotiations [9][10]. Group 3: Financial Aspects of the Issuance - The proposed issuance price is set at 1.85 yuan per share, with the closing price on April 3 being 3.91 yuan per share, indicating a potential discount for the issuance [17]. - The funds raised will be primarily sourced from the actual controller's son, Zhao Huatao, who plans to use 20% from personal funds and 80% from self-raised funds [20]. Group 4: Financial Viability and Risk Assessment - Zhao Huatao's financial background indicates a strong capacity to cover the subscription amount, with personal assets and potential bank loans available for financing [21][25]. - The company has committed to ensuring that no improper financial arrangements exist regarding the subscription, maintaining compliance with regulatory requirements [27].
光弘科技: 北京市中伦律师事务所关于光弘科技2024年度向特定对象发行股票的法律意见书
Zheng Quan Zhi Xing· 2025-08-14 08:19
Core Viewpoint - The legal opinion issued by Zhonglun Law Firm confirms that Huizhou Guanghong Technology Co., Ltd. is compliant with relevant laws and regulations for its 2024 A-share issuance to specific investors, pending approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][11][23]. Group 1: Issuance Approval and Authorization - The board and shareholders' resolutions regarding the issuance are legal and valid [6][11]. - The issuer has obtained necessary approvals and authorizations as of the date of the legal opinion [6][11]. Group 2: Issuer's Qualifications - The issuer is a legally established company with its stocks listed on the Shenzhen Stock Exchange, qualifying for the issuance [6][11]. - The issuer is in good standing and has not encountered any legal issues that would necessitate termination [6][11]. Group 3: Substantial Conditions for Issuance - The issuance meets the conditions set forth in the Company Law, Securities Law, and relevant management regulations [7][11]. - The issuance price will not be lower than 80% of the average stock price over the 20 trading days prior to the pricing date [7][10]. Group 4: Independence and Control - The issuer operates independently in terms of business, assets, personnel, and finance [13]. - Guanghong Investment is the controlling shareholder, with Tang Jianxing as the actual controller [13]. Group 5: Business Operations - The issuer's business activities align with its registered business scope and comply with relevant laws [13]. - The issuer has obtained necessary operational qualifications for its main business [13]. Group 6: Related Transactions and Competition - Related transactions during the reporting period are necessary and reasonable, with fair pricing [15]. - There are no significant competitive conflicts between the issuer and its controlling shareholders [16]. Group 7: Major Assets and Liabilities - The issuer's major assets include land use rights, property ownership, patents, and trademarks, all acquired legally [17]. - The issuer has no significant unresolved disputes regarding its major assets [17]. Group 8: Legal Compliance and Taxation - The issuer has complied with tax laws and has not faced significant penalties from tax authorities [19]. - The issuer's operations meet environmental protection standards and have not incurred major administrative penalties [20]. Group 9: Fund Utilization - The funds raised from the issuance will be used in areas related to the issuer's main business and have been approved by the shareholders' meeting [21]. - Previous fundraising uses have been properly disclosed and approved [21]. Group 10: Conclusion - The legal opinion concludes that the issuer's planned issuance complies with the Company Law, Securities Law, and relevant management regulations, pending necessary approvals [23].
德昌股份: 中信证券股份有限公司关于宁波德昌电机股份有限公司向特定对象发行股票之发行保荐书
Zheng Quan Zhi Xing· 2025-08-08 09:20
Core Viewpoint - The company, Ningbo Dechang Electrical Machinery Co., Ltd., is preparing for a specific stock issuance in 2025, with Citic Securities acting as the sponsor, ensuring compliance with relevant laws and regulations [1][12][14]. Group 1: Issuance Details - Citic Securities has been appointed as the sponsor for the issuance of A-shares by Ningbo Dechang, which is set to take place in 2025 [1][12]. - The issuance will involve a specific target audience, with the pricing based on the average trading price over the 20 trading days prior to the pricing date [15][16]. - The issuance plan has been approved by the company's board and shareholders, complying with the necessary legal procedures [14][16]. Group 2: Company Background - Ningbo Dechang was established on January 21, 2002, and is listed on the Shanghai Stock Exchange under the stock code 605555 [5]. - The company specializes in manufacturing electric motors and household appliances, among other products [5]. - As of March 31, 2025, the company has a registered capital of 484,069,040 yuan [5]. Group 3: Financial Performance - As of March 31, 2025, the total assets of the company amounted to 527,352.75 million yuan, with total liabilities of 218,552.19 million yuan [9]. - The net profit attributable to shareholders for the year 2024 was reported at 41,082.60 million yuan, with a cash dividend of 13,032.63 million yuan, representing 31.72% of the net profit [8][9]. - The company has maintained a consistent cash dividend policy, with cumulative cash distributions over the past three years amounting to 39,363.86 million yuan [8][9]. Group 4: Shareholding Structure - As of March 31, 2025, the major shareholders include Changshuo (Ningbo) Enterprise Management Co., Ltd., which holds 20.08% of the shares [7][6]. - The actual controllers of the company are Huang Yuchang, Zhang Liying, and Huang Yi, holding 24.36%, 11.99%, and 6.00% of the shares, respectively [6][7]. - The company has a total of 484,069,040 shares, with 63.56% being subject to trading restrictions [5][6].
长华化学: 第三届监事会第十三次会议决议公告
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The company plans to issue shares through a simplified procedure to specific investors, subject to regulatory approval, to raise funds for various projects [1][2][3] Group 1: Meeting and Approval - The supervisory board meeting was held on July 27, 2025, to discuss the issuance of shares [1] - The proposal for the share issuance was approved unanimously with 3 votes in favor and no opposition [2][3] Group 2: Issuance Details - The type of shares to be issued is domestic RMB ordinary shares (A shares) with a par value of RMB 1.00 per share [2] - The issuance will be completed within ten working days after receiving registration approval from the China Securities Regulatory Commission (CSRC) [2] - The issuance will target no more than 35 specific investors, including qualified institutional investors and other legal entities [2][3] Group 3: Pricing and Quantity - The pricing benchmark date will be the first day of the issuance period, with the price set at no less than 80% of the average stock price over the previous 20 trading days [4] - The total number of shares issued will not exceed 30% of the company's total shares prior to the issuance, with a fundraising target of up to RMB 300 million [5][6] Group 4: Lock-up Period and Fund Usage - Shares issued will have a lock-up period of six months from the issuance date, during which they cannot be transferred [5] - The funds raised will be used for specific projects, with a total amount not exceeding RMB 230 million, and any shortfall will be covered by the company's own funds [6] Group 5: Listing and Profit Sharing - The shares will be listed on the Shenzhen Stock Exchange's Growth Enterprise Market [6] - The retained earnings prior to the issuance will be shared among new and existing shareholders after the issuance is completed [6] Group 6: Validity and Future Planning - The resolution for the issuance is valid from the date of approval by the 2024 annual shareholders' meeting [7] - The company has prepared various reports related to the issuance, which are available for public viewing [8][9]
山高环能: 关于提请股东大会批准山东高速产业投资有限公司免于发出要约的公告
Zheng Quan Zhi Xing· 2025-07-16 13:19
Core Viewpoint - The company is seeking shareholder approval for Shandong High-speed Industrial Investment Co., Ltd. to be exempt from making a mandatory offer following a specific share issuance plan [1][2]. Group 1: Share Issuance Details - The company plans to issue up to 139,888,845 A-shares, all of which will be subscribed by Shandong High-speed Industrial Investment Co., Ltd. [2]. - Post-issuance, Shandong High-speed Industrial Investment and Shandong High Photovoltaic Development Co., Ltd. will collectively hold over 30% of the company's shares [2]. Group 2: Regulatory Compliance - According to the relevant regulations, if the shareholders approve the issuance, the investor can be exempt from making a mandatory offer, provided they commit to not transferring the newly issued shares for three years [2]. - The company’s board has agreed to propose this exemption to the shareholders' meeting, with related parties abstaining from voting [2].
亚威股份: 北京国枫律师事务所关于江苏亚威机床股份有限公司申请向特定对象发行股票的法律意见书
Zheng Quan Zhi Xing· 2025-06-27 16:14
Core Viewpoint - Jiangsu Yawei Machine Tool Co., Ltd. is applying for a specific stock issuance, which requires legal opinions confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Issuance Approval and Authorization - The issuance plan has been approved by the company's board and complies with the Company Law and Securities Law [4][5]. - The company must obtain approval from relevant state-owned assets regulatory authorities and pass the review of the Shenzhen Stock Exchange [5][10]. Group 2: Issuer's Qualifications - Jiangsu Yawei is a legally established company listed on the Shenzhen Stock Exchange, with no circumstances that would require its termination [5][6]. - The company has the necessary qualifications to conduct this issuance [5][6]. Group 3: Substantial Conditions for Issuance - The issuance complies with the relevant provisions of the Company Law, Securities Law, and Registration Management Measures [6][9]. - The issuance will not involve public solicitation or advertising, adhering to the non-public issuance regulations [6][9]. Group 4: Independence and Major Shareholders - The company has a complete business system and operates independently, with no controlling shareholder or actual controller prior to the issuance [11][12]. - After the issuance, Yangzhou Industrial Investment Development Group will become the controlling shareholder, with the Yangzhou State-owned Assets Supervision and Administration Commission as the actual controller [10][11]. Group 5: Financial and Legal Compliance - The company has undergone audits for the past financial years, with no significant legal or financial issues reported [8][19]. - The company’s fundraising plans align with national industrial policies and do not involve investments in restricted or eliminated industries [17][22]. Group 6: Environmental and Regulatory Compliance - The company and its subsidiaries have not faced significant penalties related to environmental protection or product quality [19][20]. - The company has complied with tax regulations and has not faced major tax-related penalties [19][20]. Group 7: Litigation and Administrative Penalties - The company is involved in two significant lawsuits, but these are not expected to materially impact its operations or the current issuance [20][21]. - There are no major administrative penalties that would hinder the issuance process [21]. Group 8: Business Development Goals - The company's business development goals are consistent with its main operations and comply with relevant laws and regulations [20].