重庆港公告，信息披露义务人重庆物流集团有限公司拟吸收合并全资子公司港务物流集团。本次权益变 动系信息披露义务人吸收合并全资子公司港务物流集团，由上市公司间接控股股东变更为直接控股股 东，不会导致上市公司实际控制人发生变更。符合《上市公司收购管理办法》第六十二条第一款的相关 规定，可以免于以要约方式增持股份。 ...

（文章来源：证券日报） 证券日报网讯 9月19日晚间，博思软件发布公告称，公司分别于2024年11月14日、2024年12月2日召开 第五届董事会第六次会议、2024年第二次临时股东大会，审议通过《关于吸收合并全资子公司的议 案》。为进一步优化公司管理架构，提高运营效率，降低管理成本，公司启动了对全资子公司青海博思 网络信息技术有限公司（简称"青海博思"）的吸收合并工作。本次吸收合并完成后，青海博思的独立法 人资格将被注销，其全部资产、债权债务及其他一切权利和义务均由公司依法承继。 ...

Group 1 - The core point of the news is that China Shipbuilding Industry Co., Ltd. has completed the absorption and merger of China Shipbuilding Industry Group, marking a significant consolidation in the shipbuilding industry [1][3] - The share exchange ratio for the merger was set at 1:0.1339, meaning each share of China Shipbuilding Group could be exchanged for 0.1339 shares of China Shipbuilding, with the exchange prices being 37.59 yuan per share for China Shipbuilding and 5.032 yuan per share for China Shipbuilding Group [3] - Following the merger, China Shipbuilding Group will be delisted and its legal entity will be canceled, while China Shipbuilding will inherit all assets, liabilities, businesses, personnel, contracts, and other rights and obligations of China Shipbuilding Group [3] Group 2 - The merger is part of a strategic restructuring that began in 1999 when the original China Shipbuilding Industry Corporation was split into two entities: China Shipbuilding (South Ship) and China Shipbuilding Group (North Ship) [3] - After the merger, China Shipbuilding's asset scale is expected to exceed 400 billion yuan, positioning it as the largest and most comprehensive listed shipbuilding enterprise globally [4] - The merger was approved by the Shanghai Stock Exchange on July 4, 2025, and is seen as a significant step in enhancing the competitiveness of the company in the global shipbuilding market [4]

Core Viewpoint - Guiyang Bank is undergoing a change in its major shareholder structure due to the merger of its significant shareholder, Guizhou Wujiang Energy Investment Co., Ltd. (Wujiang Investment), with Guizhou Energy Group Co., Ltd. (Guizhou Energy), which will indirectly acquire a 5.49% stake in Guiyang Bank through Wujiang Investment [1][2][3]. Group 1: Shareholder Changes - Guizhou Energy plans to absorb and merge Wujiang Energy, inheriting its 100% stake in Wujiang Investment, which currently holds approximately 201 million shares of Guiyang Bank, representing 5.49% of its total equity [2][3]. - After the merger, Wujiang Investment's shareholding in Guiyang Bank will remain unchanged, but Guizhou Energy will become the indirect holder of the 5.49% stake [2][3]. Group 2: Company Background - Wujiang Investment was established in April 1994, with a registered capital of 9.84 billion yuan and total assets of 55.731 billion yuan by the end of 2024 [3]. - Guizhou Energy was formed in February 2023 through the strategic reorganization of the former Panjiang Coal and Electricity Group and Wujiang Energy Group, and it currently holds two publicly listed companies: Panjiang Shares and Guizhou Gas [4]. Group 3: Financial Performance - As of June 30, 2025, Guiyang Bank reported total assets of 741.536 billion yuan, a 5.08% increase from the beginning of the year, and a net profit of 2.474 billion yuan for the first half of 2025 [4][6]. - The bank's total loan amount reached 343.461 billion yuan, with corporate loans accounting for over 80% of the total, reflecting a strategic focus on supporting key industries [6].

Group 1 - The company Jiangsu Huihong International Group Co., Ltd. plans to merge its subsidiary Jiangsu Ningban Special Metal Materials Co., Ltd. with its associate Nanjing Ningban Special Alloy Co., Ltd. to resolve competition issues and optimize its equity structure [1][2][3] - The merger will result in Jiangsu Ningban directly holding 14.365% of the merged entity's equity, improving management efficiency and reducing operational costs [4][3] - The actual net assets of Jiangsu Ningban are valued at 222.2974 million yuan, while Nanjing Ningban's net assets are valued at 148.7757 million yuan, based on evaluations conducted by an independent appraisal firm [2][3][4] Group 2 - The merger aims to enhance production capacity and market share in the special alloy sector, as Nanjing Ningban's production capabilities have been insufficient to meet market demand [3][4] - The merger is expected to streamline operations and reduce tax burdens, as both companies operate in similar business areas [3][4] - The transaction has been approved by the company's board and does not require further shareholder approval, as it does not constitute a major asset restructuring under relevant regulations [2][4] Group 3 - Jiangsu Ningban's financial performance has been impacted by the local government's shift in the area where Nanjing Ningban operates, leading to a gradual cessation of production since 2023 [3][4] - The merger will allow for the integration of resources and improved operational efficiency, as Jiangsu Ningban has been utilizing advanced production technologies from its partner Osaka Special Alloy Co., Ltd. [3][4] - The evaluation of the merger's assets and liabilities will be based on the asset-based approach, considering the specific financial conditions of both companies [10][27]

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法律责任。 重要内容提示： 西安陕鼓动力股份有限公司 关于全资子公司吸收合并全资孙公司的公告 ? 西安陕鼓动力股份有限公司（以下简称"公司"）全资子公司陕鼓动力（香港） 有限公司（以下简称"香港公司"）拟吸收合并全资孙公司陕鼓动力（卢森堡）有限公 司（以下简称"卢森堡公司"）。 ? 本次吸收合并事项不构成关联交易，也不构成《上市公司重大资产重组管理办法》 规定的重大资产重组情形，无需提交公司股东会审议。 证券代码：601369 证券简称：陕鼓动力 公告编号：临 2025-041 | | | | - | | 1 - | | www.shaangu.com | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | 单位：人民币万元 | | | | | 项目 | 2024 | 年 | 12 月 | 31 | 日（经审计） | 2025 月 30 | 年 | 6 | 日（未经审计） | | 总资 ...

Overview - Hengli Petrochemical Co., Ltd. announced the absorption merger of its wholly-owned subsidiaries, Hengli Petrochemical (Dalian) Refining Co., Ltd. and Hengli Petrochemical (Dalian) Chemical Co., Ltd. to optimize management structure and improve operational efficiency [1][2] Merger Details - The merger will see Hengli Refining absorb Hengli Chemical, with Hengli Chemical being legally dissolved post-merger [1][3] - The merger does not constitute a related party transaction or a major asset restructuring as per relevant regulations, and does not require shareholder approval [2] Financial Information - Hengli Refining has total assets of 113.47 billion RMB, total liabilities of 80.23 billion RMB, and net assets of 33.24 billion RMB as of December 31, 2024, with a revenue of 226.97 billion RMB and a net profit of 1.98 billion RMB for the same period [2][5] - Hengli Chemical has total assets of 70.58 billion RMB, total liabilities of 60.49 billion RMB, and net assets of 10.09 billion RMB as of December 31, 2024, with a revenue of 42.11 billion RMB and a net profit of 236.91 million RMB for the same period [5] Impact of the Merger - The merger is expected to enhance the company's management structure, improve operational efficiency, optimize resource allocation, and reduce management costs, thereby promoting quality and efficiency improvements [1][6]

Core Viewpoint - China Shipbuilding (600150) is progressing with the absorption and merger of China Shipbuilding Industry Corporation (601989), involving a significant restructuring valued in the hundreds of billions [1][8]. Group 1: Shareholder Rights and Pricing - The dissenting shareholders of China Shipbuilding will receive a cash compensation at a price of 30.02 CNY per share for their dissenting shares, while dissenting shareholders of China Heavy Industry will receive 4.03 CNY per share [1][3]. - The implementation date for the dissenting shareholders' rights is set for August 12, 2025, with the trading of shares suspended from August 13, 2025 [4][5]. Group 2: Merger Process and Regulatory Approval - The merger has received approval from the China Securities Regulatory Commission, allowing China Shipbuilding to issue approximately 30.53 billion new shares to absorb China Heavy Industry [8][9]. - Prior approvals from the Shanghai Stock Exchange's M&A Review Committee were also obtained, confirming that the transaction meets restructuring conditions and disclosure requirements [8][9]. Group 3: Post-Merger Structure - Following the merger, China Heavy Industry will be delisted and its legal entity will be canceled, with all assets, liabilities, and operations transferred to China Shipbuilding [9]. - Post-merger, China Shipbuilding's total share capital will be approximately 44.72 billion shares, with China Shipbuilding Group controlling about 49.29% of the new entity [9].

Core Viewpoint - China Shipbuilding Industry Co., Ltd. plans to absorb and merge with China Shipbuilding Heavy Industry Co., Ltd. through a share exchange, with the approval from the China Securities Regulatory Commission (CSRC) for the registration of this merger [1][2]. Group 1 - The merger involves the issuance of 3,053,192,530 new A-shares by China Shipbuilding to the shareholders of China Shipbuilding Heavy Industry as part of the absorption process [1][2]. - The CSRC's approval is valid for 12 months from the date of issuance, during which the company must comply with relevant regulations and complete necessary procedures for the merger [2]. - The company is required to fulfill its information disclosure obligations in a timely manner and report any significant issues to the Shanghai Stock Exchange as per legal requirements [2].

Core Viewpoint - The independent financial advisor, China Merchants Securities Co., Ltd., has provided ongoing supervision opinions regarding the absorption merger of Chongqing Department Store Co., Ltd. and Chongqing Commerce (Group) Co., Ltd., ensuring compliance with relevant laws and regulations [1][2]. Summary by Sections Transaction Implementation - Chongqing Department Store plans to absorb Chongqing Commerce by issuing shares to its shareholders, with the transaction date set for January 31, 2024 [5]. - All assets, liabilities, and rights of Chongqing Commerce will be transferred to Chongqing Department Store upon completion of the merger [6]. - As of the date of the ongoing supervision opinion, the transfer of ownership for real estate and other assets has been completed, and the necessary guarantees have been returned to the relevant parties [6]. Capital Increase and Share Issuance - The new registered capital of Chongqing Department Store after the merger will be RMB 448,190,271, with an increase of RMB 41,661,806 from the merger [6]. - A total of 250,658,813 shares have been issued as part of the transaction, which are subject to certain restrictions on trading [7]. Compliance and Commitments - The involved parties have made significant commitments regarding the authenticity and completeness of the information provided during the merger process, ensuring no misleading statements or omissions [8][9]. - The parties involved have also committed to maintaining confidentiality and avoiding insider trading throughout the merger process [10][11]. Independence and Non-Competition - The company has committed to maintaining independence post-merger, ensuring that there will be no conflicts of interest or competition with the merged entity [22]. - The parties involved have agreed to avoid any business activities that may compete with the operations of Chongqing Department Store and its subsidiaries [22]. Financial and Legal Responsibilities - The involved parties have acknowledged their legal responsibilities regarding the accuracy of the information provided and have agreed to compensate for any losses incurred due to false statements [8][9]. - The commitments include maintaining the integrity of financial transactions and ensuring compliance with regulatory requirements throughout the merger process [24][25].