上市公司向特定对象发行股票

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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].