证券代码：688535 证券简称：华海诚科 公告编号：2025-053 江苏华海诚科新材料股份有限公司 关于发行股份、可转换公司债券及支付现金购买资产 并募集配套资金报告书（草案）（上会稿） 修订说明的公告 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、准确性和完整性依法承担法律责任。 江苏华海诚科新材料股份有限公司（以下简称"公司"或"上市公司"） 拟以发行股份、可转换公司债券及支付现金的方式购买衡所华威电子有限公司 （以下简称"标的公司"）70%股权并募集配套资金（以下简称"本次交易"）。 公司于 2025 年 4 月 16 日收到上海证券交易所出具的《关于受理江苏华海 诚科新材料股份有限公司发行股份购买资产并募集配套资金申请的通知》（上 证科审（并购重组）〔2025〕8 号），于 2025 年 4 月 18 日披露了《江苏华海 诚科新材料股份有限公司发行股份、可转换公司债券及支付现金购买资产并募 集配套资金暨关联交易报告书（草案）（申报稿）》等文件，于 2025 年 7 月 支付现金购买资产并募集配套资金暨关联交易报告书（草案）（修订稿）》等 文件 ...

Core Viewpoint - The stock of Quzhou Development (600208.SH) has experienced a significant increase, with a cumulative rise of 33.01% over three consecutive trading days, prompting the company to issue an announcement regarding abnormal trading fluctuations [1][2][3]. Stock Performance - On August 13, the stock closed at 4.53 yuan, with a rise of 9.95% - On August 14, it closed at 4.98 yuan, with a rise of 9.93% - On August 15, it reached 5.48 yuan, with a rise of 10.04% [1] - The stock's price before the trading halt on July 29 was 4.12 yuan [1]. Company Operations - The company's board confirmed that its production and operational status remains normal, with no significant changes [1][2]. - There are no major asset restructuring, share issuance, or other significant transactions reported that could impact the stock price [1][2][3]. Shareholder Actions - Quzhou Development's major shareholder, New Lake Group, has terminated its share reduction plan, having reduced its holdings by 42,324,700 shares, which is 0.497% of the total shares [5][6]. - New Lake Group's current holdings stand at 526,444,920 shares, representing 6.19% of the total shares [6]. Financial Projections - The company anticipates a net profit of 21 million yuan for the first half of 2025, a decrease of 132.468 million yuan or 86% compared to the same period last year [4][10]. - The projected net profit after excluding non-recurring gains and losses is expected to be 59 million yuan, down 181.639 million yuan or 75% year-on-year [10]. Asset Acquisition - Quzhou Development plans to acquire 95.4559% of the shares of a target company, Lead Electric Science and Technology, through a share issuance and fundraising [6][7]. - The estimated value of the target company's 100% equity is not to exceed 12 billion yuan [8]. - The fundraising amount is expected to be no more than 3 billion yuan, intended for working capital, debt repayment, and transaction-related expenses [7][8].

北京海兰信数据科技股份有限公司发行股份及支付现金购 买资产并募集配套资金暨关联交易报告书（草案）与预案 差异对比表 北京海兰信数据科技股份有限公司（以下简称"公司"）拟通过发行股份及 支付现金方式购买海南省信息产业投资集团有限公司等海南海兰寰宇海洋信息 科技有限公司（以下简称"海兰寰宇"或"标的公司"）全体17名股东（以下简称 "交易对方"）合计持有的海兰寰宇100%股权（以下简称"标的资产"），同时拟 向不超过35名特定投资者发行股票募集配套资金（以下简称"本次交易"）。 会议，审议通过了《关于 <北京海兰信数据科技股份有限公司发行股份及支付现> 金购买资产并募集配套资金暨关联交易预案>及其摘要的议案》等与本次交易相 关的议案，并披露了《京海兰信数据科技股份有限公司发行股份及支付现金购 买资产并募集配套资金暨关联交易预案》（以下简称"重组预案"）及相关公 告。 一次会议，审议通过了《关于 <北京海兰信数据科技股份有限公司发行股份及支> 付现金购买资产并募集配套资金暨关联交易报告书（草案）>及其摘要的议案》 等相关议案，并披露了《北京海兰信数据科技股份有限公司发行股份及支付现 金购买资产并募集配套资金暨关联交 ...

证券代码：688293 证券简称：奥浦迈 公告编号：2025-059 上海奥浦迈生物科技股份有限公司 关于延期回复《关于上海奥浦迈生物科技股份有限公 司发行股份及支付现金购买资产并募集配套资金的 审核问询函》的公告 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、准确性和完整性依法承担法律责任。 上海奥浦迈生物科技股份有限公司（以下简称"公司"）拟通过发行股份及 支付现金方式购买澎立生物医药技术（上海）股份有限公司 100.00%股权（以下 简称"本次发行股份及支付现金购买资产"），并向不超过 35 名特定投资者发行 股票募集配套资金（以下简称"本次募集配套资金"，与本次发行股份及支付现 金购买资产合称"本次交易"）。 公司于 2025 年 7 月 10 日收到上海证券交易所（以下简称"上交所"）出具 的《关于上海奥浦迈生物科技股份有限公司发行股份及支付现金购买资产并募集 配套资金的审核问询函》 （上证科审（并购重组） 〔2025〕24 号） （以下简称"《审 核问询函》"）。根据《审核问询函》的要求，公司回复审核问询的时间总计不得 超过 1 个月。如难以 ...

Core Viewpoint - Quzhou Development (600208.SH) is planning to issue shares to acquire assets and raise supporting funds, leading to a temporary suspension of its stock trading starting July 30, 2025, for no more than 10 trading days [1] Group 1: Company Actions - The company intends to purchase shares of Xian Dao Electronic Technology Co., Ltd. held by Guangdong Xian Dao Rare Materials Co., Ltd. and is also interested in acquiring shares from other shareholders of Xian Dao Electronic Technology [1] - The transaction is currently in the planning stage, and the relevant scheme has not yet been finalized [1] Group 2: Stock Suspension - To ensure fair information disclosure and protect investor interests, the company has applied for a stock suspension in accordance with the Shanghai Stock Exchange regulations [1] - The expected duration of the stock suspension is no more than 10 trading days [1]

Group 1 - The company held its first extraordinary general meeting of shareholders on July 25, 2025, with no resolutions being rejected [2][10] - The meeting was convened in accordance with the Company Law and the company's articles of association, presided over by the chairman [2][3] - All current directors and supervisors attended the meeting, ensuring full representation [3] Group 2 - The meeting approved multiple resolutions related to the issuance of shares and cash payment for asset acquisition, including the overall transaction plan and specific asset details [4][5] - The resolutions included provisions for the payment methods, types of shares issued, and arrangements for performance commitments [6][8] - All resolutions were passed with more than two-thirds of the voting rights held by attending shareholders [10] Group 3 - The company is planning to acquire a 70% stake in Northern Shangdu Zhenglanqi New Energy Co., Ltd. and a 75.51% stake in Northern Dolun New Energy Co., Ltd. through a combination of share issuance and cash payment [15] - A self-inspection report confirmed that the trading of company shares by insiders during the relevant period did not constitute insider trading [15][17] - The company has established strict information barriers to prevent insider trading and ensure compliance with regulations [27][30] Group 4 - The independent financial advisor and legal counsel confirmed that the trading activities of insiders did not pose a substantial legal obstacle to the transaction [32][33] - The company has committed to transparency and compliance with all relevant laws and regulations throughout the transaction process [27][30]

Core Points - The company held its 11th meeting of the 6th Board of Directors on July 20, 2025, with all 6 directors present [1][2] - The Board approved a resolution to authorize relevant personnel to handle matters related to the fundraising for asset acquisition [1] - The company received approval from the China Securities Regulatory Commission for issuing shares to purchase assets and raising matching funds [1] Fundraising Authorization - The Board authorized management to adjust the issuance price if the number of shares issued does not reach 70% of the proposed amount in the subscription invitation [1] - If there is insufficient effective subscription, the company may initiate additional subscription procedures or suspend the issuance [1] - Funds raised will be stored in a designated special account managed by the Board, with management authorized to handle all related matters [1]

Group 1 - The company plans to acquire a 34.75% stake in Shanghai Fuchi High-Tech Co., Ltd. through a combination of issuing shares and cash payments to five counterparties [1] - The transaction is expected not to constitute a major asset restructuring as defined by relevant regulations [1] - The transaction will not lead to a change in the actual controller of the company and does not constitute a restructuring listing [1] Group 2 - The company's stock was suspended from trading starting February 25, 2025, due to the planning of this transaction, with an expected suspension period of no more than 10 trading days [2] - The board of directors approved the transaction proposal and related resolutions during the 11th meeting [2] - The stock resumed trading on March 11, 2025, following the necessary disclosures [2] Group 3 - The supervisory board approved a revised proposal for the transaction, which included adjustments to the pricing benchmark date and the issuance price of shares [3] - The adjusted share issuance price for the transaction was set at 14.69 yuan per share, down from 14.99 yuan per share due to a cash dividend distribution [3] - The transaction's related audit and evaluation work has been completed, and the transaction price has been determined [3] Group 4 - The company and related parties are actively advancing the transaction and will comply with relevant legal and regulatory requirements for subsequent approvals and disclosures [4]

Core Viewpoint - The document outlines the legal opinions regarding the major asset restructuring, share issuance, and cash payment for asset acquisition by Shenzhen Zhizheng High Polymer Materials Co., Ltd, including the involvement of various parties and the financial implications of the transactions [1][2][3]. Group 1: Transaction Overview - Shenzhen Zhizheng plans to acquire 87.47% of AAMI's shares through a combination of asset swaps, share issuance, and cash payments, while also raising supporting funds [3]. - The total consideration for the transaction is approximately 3.06 billion yuan (306,870.99 million yuan) for the acquisition of AAMI shares and an additional 437.72 million yuan for the buyback of shares held by Hong Kong Zhixin [3][12]. - The company aims to consolidate its control over AAMI, with an expected post-transaction ownership of about 99.97% [3]. Group 2: Legal and Regulatory Compliance - The legal opinions provided are based on the latest developments and changes occurring between September 30, 2024, and December 31, 2024, ensuring compliance with relevant laws and regulations [2][4]. - The document serves as a supplementary legal opinion to previous legal documents related to the transaction, confirming the accuracy and completeness of the facts presented [2][4]. Group 3: Stakeholder Involvement - Beijing Zhilu Asset Management Co., Ltd, a key stakeholder, has exited the transaction, transferring its interests to Advanced Semiconductor, which is now involved in the management of AAMI [5][17]. - The exit of Beijing Zhilu was influenced by the impending expiration of its private fund's term and the need to secure returns, prompting a swift transaction to avoid complications [17]. - The restructuring will lead to the appointment of two co-presidents at AAMI, with one being the current CEO of Shenzhen Leading Technology Industry Development Co., Ltd [17].

Core Viewpoint - The report outlines the completion of the share issuance and asset acquisition by China Huadian International Power Co., Ltd, including the transfer of ownership for various assets from related parties [1][4]. Group 1: Transaction Implementation - The company has completed the issuance of shares for asset acquisition and the registration of these shares, with the transfer of the targeted assets finalized [1][4]. - The targeted assets include an 80% stake in Jiangsu Company from China Huadian, a 51% stake in Shanghai Fuxin from Huadian Furi, and other stakes in various subsidiaries [4][6]. - As of the report date, all necessary approvals and registrations for the transaction have been completed without any significant discrepancies from previously disclosed information [4][5]. Group 2: Changes in Management - There have been changes in the board of directors and management personnel of the targeted companies following the completion of the asset transfer, which are necessary for governance and control [6]. - The changes in management have not adversely affected the operations of the targeted companies [6]. Group 3: Financial and Legal Compliance - The independent financial advisors have confirmed that the transaction complies with all relevant laws and regulations, and the process has been executed legally and effectively [7]. - There have been no instances of non-operational asset occupation or guarantees provided to related parties during the transaction period [6][7].