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湖北华嵘控股股份有限公司 关于延期回复上海证券交易所《监管工作函》的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-08-22 19:35
登录新浪财经APP 搜索【信披】查看更多考评等级 本公司董事会及全体董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个别及连带责任。 重要提示: ● 根据公司控股股东浙江恒顺投资有限公司(以下简称"浙江恒顺")及其一致行动人上海天纪投资有限 公司(以下简称"上海天纪")与收购人海南伯程汇能科技中心(有限合伙)(以下简称"伯程汇 能"或"海南伯程")签署的《股权转让协议》,本次收购华嵘控股25.01%的股份,伯程汇能需支付现金 对价45,041.29万元,截至目前,收购方伯程汇能的相关收购资金尚未准备到位;同时按照《上市公司收 购管理办法》的有关规定,收购方应当编制《详式权益变动报告书》,聘请财务顾问并出具核查意见。 截至目前,收购方伯程汇能的《详式权益变动报告书》尚未编制完成,尚未出具财务顾问核查意见。本 次收购能否完成存在重大不确定性,敬请投资者注意投资风险。 公司于2025年8月11日收到上海证券交易所《关于公司控股股东及其一致行动人协议转让暨控制权变更 有关事项的监管工作函》(上证公函【2025】1212号)(以下简称"《监管工作函》"),具体内容详 ...
科华控股: 科华控股股份有限公司收购报告书摘要
Zheng Quan Zhi Xing· 2025-08-22 15:15
二、依据《中华人民共和国证券法》《上市公司收购管理办法》的规定, 本报告书摘要已全面披露了收购人在科华控股拥有权益的股份。 截至本报告书摘要签署之日,除本报告书摘要披露的持股信息外,收购人 没有通过任何其他方式在科华控股拥有权益。 三、收购人签署本报告书摘要已获得必要的授权和批准。 四、本次收购尚需履行的程序包括:本次协议转让尚需通过上海证券交易 所的合规性审核并在中国证券登记结算有限责任公司办理协议转让相关过户手 续,交易各方就第二期协议转让另行签署股份转让协议; 科华控股股份有限公司 收购报告书摘要 上市公司名称:科华控股股份有限公司 上市地点: 上海证券交易所 股票简称: 科华控股 股票代码 603161.SH 收购人名称: 卢红萍 住所: 江苏省昆山市玉山镇 通讯地址: 江苏省苏州市昆山开发区蓬朗大通路 1575 号 收购人名称: 涂瀚 住所: 江苏省昆山市花桥镇 通讯地址: 江苏省苏州市昆山开发区蓬朗大通路 1575 号 二〇二五年八月 科华控股股份有限公司 收购报告书摘要 收购人声明 一、本报告书摘要系收购人依据《中华人民共和国公司法》《中华人民共 和国证券法》《上市公司收购管理办法》《公开发行证 ...
交易双方、中介机构视角下的并购环节要点梳理
梧桐树下V· 2025-08-07 14:10
Core Insights - The article highlights that the number of IPOs in A-shares for 2024 is only 100, marking the lowest in a decade, prompting many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections - **M&A Trends**: The tightening of IPOs and frequent M&A policies have led to an increase in companies considering M&A as an alternative to going public [1]. - **Practical Guide**: A new manual titled "Corporate M&A Practical Handbook" has been launched to assist in understanding M&A operations [1][4]. - **Content Overview**: The handbook consists of 342 pages and covers 11 chapters, detailing operational points and common issues from the perspectives of buyers, sellers, and intermediaries [4]. - **Key Considerations**: The first chapter emphasizes the importance of communication and understanding between buyers and sellers to avoid failures in M&A [11]. - **Financial Viability**: Buyers must assess the financial viability of sellers before engaging in M&A, as certain industries may have inherent challenges in achieving financial compliance [12]. - **Government Support**: Local government policies may provide financial support for M&A activities, which should be considered by both buyers and sellers [14]. - **M&A Structure**: The handbook outlines essential elements for designing M&A plans, including acquisition ratios, operational timelines, and performance guarantees [18]. - **Valuation Methods**: It discusses four common pricing methods and three evaluation methods, along with considerations for performance guarantees [19]. - **Payment Methods**: The fifth chapter focuses on payment methods and financing arrangements, detailing the pros and cons of various payment options [23]. - **Negotiation Strategies**: The sixth chapter provides insights into negotiation tactics, emphasizing the importance of preparation and strategy during negotiations [25]. - **Public Company M&A**: The ninth chapter elaborates on the operational logic of public company acquisitions, including various acquisition methods and their respective considerations [27]. - **Integration Strategies**: The final chapter shares practical experiences and strategies for integrating acquired companies, focusing on team collaboration and resource sharing [30].
尚纬股份: 尚纬股份有限公司收购报告书
Zheng Quan Zhi Xing· 2025-07-30 16:46
Core Viewpoint - The acquisition involves Fuhua Tongda Chemical Co., Ltd. purchasing shares of Shangwei Co., Ltd. through a private placement, which will increase Fuhua's stake to over 30%, triggering a mandatory tender offer obligation, unless exempted by the shareholders' approval [3][17]. Group 1: Acquisition Details - Fuhua Tongda plans to subscribe for up to 181,338,685 shares at a price of 6.31 RMB per share, with a total subscription amount not exceeding 1,144,247,102.35 RMB [11][16]. - Following the acquisition, Fuhua Tongda's shareholding will increase from 25.35% to 42.21%, maintaining its status as the controlling shareholder of Shangwei [18][10]. - The acquisition is subject to approval from the shareholders' meeting and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [3][19]. Group 2: Financial and Operational Background - Fuhua Tongda reported total assets of 1,344,052.07 million RMB and net assets of 372,473.69 million RMB as of December 31, 2024 [8]. - The company has a diversified business model, focusing on mineral resource development and chemical product applications, with key products including glyphosate and its formulations [8][19]. - Fuhua Tongda has not faced any administrative or criminal penalties in the last five years, indicating a stable compliance record [8]. Group 3: Future Plans and Governance - The acquisition aims to enhance Fuhua's control and decision-making capabilities over Shangwei, ensuring long-term strategic stability [9][19]. - There are no immediate plans to change the current board or senior management of Shangwei, but future adjustments may occur based on operational needs [19][20]. - The company intends to modify the articles of association related to registered capital and share capital following the completion of the private placement [19].
东安动力: 国浩律师(北京)事务所关于中国长安汽车集团有限公司收购哈尔滨东安汽车动力股份有限公司免于发出要约的法律意见书
Zheng Quan Zhi Xing· 2025-07-29 16:21
Core Viewpoint - China Changan Automobile Group Co., Ltd. is acquiring Harbin Dong'an Automobile Power Co., Ltd. and is exempt from making a public offer for shares due to the nature of the transaction, which does not change the actual controller of the listed company [9][12]. Group 1: Acquisition Details - The acquisition involves the transfer of 100% equity of Chenzhi Group from China Weapon Equipment Group to China Changan Automobile, resulting in Changan indirectly holding 50.93% of Harbin Dong'an's shares [8][9]. - The actual controller of Harbin Dong'an remains the State-owned Assets Supervision and Administration Commission of the State Council, ensuring compliance with regulatory requirements [9][12]. Group 2: Legal and Regulatory Compliance - The acquisition has followed necessary legal procedures, including obtaining relevant approvals and fulfilling disclosure obligations as per the Securities Law and the Regulations on the Management of Acquisitions [10][11]. - The law firm confirms that there are no substantial legal obstacles to the acquisition, and the acquiring party has not engaged in any illegal securities activities in the six months prior to the acquisition [11][12]. Group 3: Company Information - China Changan Automobile Group Co., Ltd. is a state-owned limited liability company with a registered capital of 2 billion RMB, established on July 27, 2025 [6][10]. - The company is involved in various automotive-related activities, including vehicle manufacturing, investment management, and technology services [6].
大连圣亚旅游控股股份有限公司收购报告书摘要
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-07-28 23:27
Group 1 - The acquisition involves Shanghai Tongcheng Enterprise Management Partnership acquiring control of Dalian Shengya Tourism Holding Co., Ltd. through a private placement of shares [1][11][12] - The acquisition aims to enhance the long-term value of Dalian Shengya and support sustainable development, particularly benefiting minority shareholders [11][12] - Shanghai Tongcheng will hold 38,640,000 shares, representing 23.08% of Dalian Shengya's total shares post-acquisition, and will control 30.88% of the voting rights [14][38] Group 2 - The acquisition requires approvals from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [2][13] - The acquisition is structured to allow Shanghai Tongcheng to avoid making a mandatory tender offer due to the approval from non-related shareholders [38] - The share price for the acquisition is set at 24.75 yuan per share, which is 80% of the average trading price over the previous 20 trading days [17][18] Group 3 - Shanghai Tongcheng has committed to not transferring the newly acquired shares for 36 months following their listing [11][21] - The acquisition will result in a change of control, with Shanghai Tongcheng becoming the indirect controlling shareholder of Dalian Shengya through its partnership structure [15][38] - The acquisition is part of a broader strategy to integrate resources and improve the operational management of Dalian Shengya [11][12] Group 4 - The financial status of Shanghai Tongcheng is currently not disclosed as it has not commenced substantive operations [9] - The partnership structure indicates that Suzhou Longyue Tiancheng holds a 62.15% stake in Shanghai Tongcheng, thus controlling the partnership [6][7] - There have been no significant legal or regulatory penalties against Shanghai Tongcheng in the past five years [9]
金智科技: 详式权益变动报告书 (南京智迪、浙江智勇)
Zheng Quan Zhi Xing· 2025-07-25 16:49
Core Viewpoint - Jiangsu Jinzhikeji Co., Ltd. is undergoing a significant equity change, with the transfer of shares from Jiangsu Jinzhikeji Group to Nanjing Zhidi Huiying Technology Partnership and Zhejiang Zhiyong Equity Investment Partnership, indicating a strategic shift in ownership and potential future developments in the company [1][2][3]. Group 1: Equity Change Details - The equity change involves an increase in shares through a transfer agreement, with Nanjing Zhidi Huiying acquiring shares from Jiangsu Jinzhikeji Group [1][2]. - The agreement was signed on July 22, 2025, and requires compliance with the regulations of the Shenzhen Stock Exchange for the transfer process [1][2]. - The report confirms that the information disclosure obligations have been met according to relevant laws and regulations [1][2]. Group 2: Parties Involved - The information disclosure obligor is Nanjing Zhidi Huiying Technology Partnership, with a registered capital of 200 million yuan [5][11]. - Zhejiang Zhiyong Equity Investment Partnership, another party involved, has a registered capital of 335 million yuan and is managed by Beijing Zheshang Huaying Investment Management Co., Ltd. [5][11]. - The actual controllers of Nanjing Zhidi Huiying are Zhao Dan and Xiao Ming, while the actual controller of Zhejiang Zhiyong is Chen Yueming [6][7]. Group 3: Financial Overview - Nanjing Zhidi Huiying and its managing partner, Zhejiang Zhichuang, have been established specifically for this equity change and currently have no financial data available [11]. - Zhejiang Zhiyong's managing partner, Zheshang Huaying, has reported significant financial growth over the past three years, with total assets increasing from 172.18 million yuan in 2022 to 1.53 billion yuan in 2024 [12]. - The net profit for Zheshang Huaying rose from a loss of 104.21 million yuan in 2022 to a profit of 579.75 million yuan in 2024, indicating a strong recovery and growth trajectory [12].
开开实业: 关于《上海开开实业股份有限公司收购报告书》的法律意见书
Zheng Quan Zhi Xing· 2025-07-17 08:09
Group 1 - The legal opinion letter is issued by Beijing Zhonglun Law Firm regarding the acquisition report of Shanghai Kaikai Industrial Co., Ltd, confirming the compliance with relevant laws and regulations for the issuance of A-shares to specific targets [1][2][3] - The acquisition involves Shanghai Kaikai (Group) Co., Ltd subscribing to the A-shares issued by Shanghai Kaikai Industrial Co., Ltd, with a total subscription amount not exceeding 205.884 million RMB [20][21] - The purpose of the acquisition is to support the future development of the listed company, optimize its capital structure, and enhance its risk resistance capabilities [14][19] Group 2 - The acquisition will be executed through a cash subscription for 25.2 million A-shares at a price of 8.17 RMB per share, which is based on the average trading price of the shares prior to the pricing benchmark date [20][21] - The controlling shareholder, Shanghai Kaikai (Group) Co., Ltd, and its concerted action party, Shanghai Jing'an State-owned Assets Management Co., Ltd, will not reduce their holdings in the listed company for 18 months after the issuance [15][19] - The acquisition has undergone necessary approval procedures, including resolutions passed by the board and shareholders' meetings [18][19]
尚纬股份: 尚纬股份有限公司收购报告书摘要
Zheng Quan Zhi Xing· 2025-07-16 16:25
Core Viewpoint - The acquisition involves Fuhua Tongda Chemical Co., Ltd. purchasing shares of Shangwei Co., Ltd. through a cash subscription for a specific issuance of stocks, which will increase Fuhua's stake to over 30%, triggering a mandatory tender offer obligation unless exempted by the shareholders' approval [2][19]. Group 1: Acquisition Details - Fuhua Tongda plans to subscribe for up to 181,338,685 shares of Shangwei, which will increase its ownership from 25.35% to 42.21% post-acquisition [11][20]. - The acquisition is subject to approval from Shangwei's shareholders and regulatory bodies, including the Shanghai Stock Exchange and the China Securities Regulatory Commission [6][10]. - Fuhua has committed to not transferring the newly acquired shares for 36 months following the issuance [2][19]. Group 2: Financial Overview - Fuhua Tongda reported total assets of approximately 1,344,052.07 million yuan and net assets of 372,473.69 million yuan as of December 31, 2024 [6]. - The company has shown a revenue of 767,189.24 million yuan for the fiscal year ending December 31, 2024, with a net profit of 60,271.22 million yuan [7]. Group 3: Corporate Structure - Fuhua Tongda is controlled by Sichuan Leshan Fuhua Agricultural Science and Technology Investment Group, which holds 56.32% of its shares [5]. - The actual controller, Zhang Hua, has been the chairman since the company's establishment in December 2007 [5][6]. Group 4: Compliance and Legal Matters - Fuhua Tongda has not faced any administrative or criminal penalties in the last five years, indicating a clean legal standing [7]. - The acquisition process adheres to the regulations set forth in the Company Law and Securities Law of the People's Republic of China [2][19].
远翔新材: 北京德恒(福州)律师事务所关于王承辉先生及其一致行动人免于发出要约的法律意见
Zheng Quan Zhi Xing· 2025-07-11 09:27
Group 1 - The legal opinion addresses the exemption from the obligation to make a tender offer for the acquisition of shares by Wang Chenghui and his concerted parties due to the company's stock incentive plan [1][8] - The acquisition involves an increase in shareholding for Wang Chenghui from 30,338,833 shares (47.01% of total shares) to 30,547,333 shares (47.08% of total shares) after the vesting of restricted stocks [4][7] - The concerted parties include Wang Fangke, Wang Chengri, and Yao Qiong, with their respective shareholdings increasing as a result of the stock incentive plan [4][6] Group 2 - The acquisition has been approved by the company's board and complies with the necessary legal procedures, including the approval of the stock incentive plan [5][6] - The legal opinion confirms that the concerted parties do not fall under any prohibitive conditions outlined in the acquisition management regulations [5][8] - The company has fulfilled its information disclosure obligations related to the acquisition as per regulatory requirements [7][8]