登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：002838 证券简称：道恩股份 公告编号：2026-009 山东道恩高分子材料股份有限公司 关于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项目变更签字 评估师的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导性陈述或重大遗 漏。 一、本次变更的基本情况 2025年10月31日，山东道恩高分子材料股份有限公司（以下简称"公司"）收到深圳证券交易所出具的 《关于受理山东道恩高分子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文件的通知》（深 证上审〔2025〕224号）。湖北众联资产评估有限公司（以下简称"湖北众联"）为本次交易的评估机 构，原签字评估师为吴峰、杨涛，现变更为胡景春、杨涛。 原签字评估师吴峰承诺对此前签署材料的真实性、准确性、完整性负责，并将一直承担法律责任。 胡景春同意承担签字评估师职责，履行尽职调查义务，承诺对吴峰签署的相关文件均予以认可并承担相 应法律责任，并对今后签署材料的真实性、准确性、完整性承担相应法律责任。 同时，变更过程中相关工作安排已有序交接。上述变更事项不会对上市公司本 ...

证券代码：688478 证券简称：晶升股份 公告编号：2026-010 南京晶升装备股份有限公司2026年第一次临时股东会决议公告 本公司董事会及全体董事保证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。 重要内容提示： ● 本次会议是否有被否决议案：无 一、会议召开和出席情况 （一）股东会召开的时间：2026年2月10日 （二）股东会召开的地点：江苏省南京经济技术开发区综辉路49号，公司会议室 1、议案名称：关于公司符合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条件的议案 审议结果：通过 （三）出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及其持有表决权数量的情 况： ■ （四）表决方式是否符合《公司法》及公司章程的规定，股东会主持情况等。 本次股东会由董事会召集，董事长李辉主持，会议采用现场投票与网络投票相结合的表决方式进行表 决。本次会议的召集、召开符合《中华人民共和国公司法》《南京晶升装备股份有限公司章程》《股东 会议事规则》及《上市公司股东会规则》等法律、法规和规范性文件的规定。 （五）公司董事和董事会秘书的列席情况 ...

Group 1 - The company held its fourth meeting of the sixth board of directors on February 9, 2026, to discuss urgent matters, with all 13 directors present [1][2] - The board approved a proposal for issuing shares and paying cash to acquire assets and raise matching funds, confirming compliance with relevant laws and regulations [2][4] - The proposal will be submitted to the shareholders' meeting for further approval [4] Group 2 - The company plans to acquire a 69.8959% stake in Luoyang Fengrui Fluorine Industry Co., Ltd. for a total investment of 150 million yuan, through a combination of share issuance and cash payment [5][6] - The share issuance will involve specific investors, including Wang Zhongxi, Wang Chen, and Shanghai Baidi Investment Management Co., Ltd. [10] - The share issuance price is set at 8.60 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [11] Group 3 - The board approved a lock-up period of 12 months for the newly issued shares acquired by the investors [15] - The company will share any undistributed profits before the transaction completion among all shareholders based on their shareholding ratios [17] - Any profits or losses during the transition period will be allocated according to the respective shareholding ratios of the parties involved [19] Group 4 - The cash payment for the transaction will be sourced from raised matching funds and the company's own or self-raised funds [21] - The resolution for the share issuance and cash payment is valid for 12 months from the shareholders' meeting approval [23] - The company will not hold a shareholders' meeting to review the transaction until the relevant audit and evaluation work is completed [80]

Core Viewpoint - The company has experienced significant stock price fluctuations, with a cumulative increase of 20% over two consecutive trading days, triggering an abnormal trading situation as per Shanghai Stock Exchange regulations [1] Group 1: Stock Trading Activity - The company's stock trading on January 15 and 16, 2026, showed a cumulative price increase of 20%, indicating abnormal trading activity [1] - The abnormal trading situation is in accordance with the relevant rules of the Shanghai Stock Exchange [1] Group 2: Corporate Actions - On January 14, 2026, the company held its 12th meeting of the 10th Board of Directors, where it approved a proposal related to significant asset swaps, issuance of shares, cash purchases of assets, and fundraising for related transactions [1] - The audit and evaluation work related to this transaction is still incomplete, and it requires further approval from the Board of Directors and the shareholders' meeting [1] - The implementation of the transaction is subject to approval from regulatory authorities, indicating uncertainty regarding its execution [1]

鉴于本次交易涉及的相关审计、评估等工作尚未完成，公司董事会决定暂不召开股东会审议本次交易有 关事项。待本次交易涉及的审计、评估等事项完成后，公司将再次召开董事会，对本次交易相关事项进 行审议，并依照法定程序召开股东会审议。 每经头条（nbdtoutiao）——2025十大财经新闻出炉！护航、酣战、变局、狂飙分别指向哪些大事件？ （记者 王晓波） 每经AI快讯，美克家居12月31日晚间发布公告称，2025年12月31日，公司召开第八届董事会第四十次 会议，审议通过了《关于 <美克国际家居用品股份有限公司发行股份及支付现金购买> 资产并募集配套 资金预案>及其摘要的议案》等与本次交易相关的议案，具体内容详见公司与本公告同时披露的本次交 易的相关公告。 根据上海证券交易所的相关规定，经公司申请，公司证券（证券品种：A股股票，证券简称：美克家 居，证券代码：600337）将于2026年1月5日（星期一）开市起复牌。 ...

格隆汇12月30日｜百纳千成发布异动公告，公司股票交易于2025年12月26日、2025年12月29日和2025年 12月30日连续三个交易日收盘价格涨幅偏离值累计超过30%，根据《深圳证券交易所交易规则》的有关 规定，属于股票交易异常波动的情况。公司于2025年12月26日在巨潮资讯网披露了《北京百纳千成影视 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》及摘要。本次交易尚需公 司董事会再次审议及公司股东会审议通过，并经深圳证券交易所审核通过及中国证券监督管理委员会予 以注册后方可正式实施，本次交易能否取得相关的批准或注册，以及取得相关批准或注册的时间，均存 在不确定性。 ...

Group 1 - The company held its fifth board meeting on September 24, 2025, where all five directors attended, and the meeting was deemed legally valid [1][3]. - The board approved a proposal to acquire 71% of Sichuan Yindile Material Technology Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][13]. - The proposal was passed with a vote of 3 in favor, 0 against, and 2 abstentions, with related directors recusing themselves from the vote [3][4][8]. Group 2 - The company plans to sign a supplementary agreement for a performance compensation agreement with ten counterparties involved in the transaction, including Zhuhai Hengqin Xufan Investment Management Partnership and Jiangsu Yuanyu Electronic Investment Group [7][9]. - This supplementary agreement was also approved with the same voting results as the previous proposal [8][10]. - The board had previously received authorization from the shareholders' meeting to handle all matters related to this transaction without needing further shareholder approval [10][11]. Group 3 - The company has responded to the Shanghai Stock Exchange's inquiry regarding the asset acquisition and has made necessary revisions to the transaction report [14][17]. - The transaction is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission before implementation [14][17]. - The company will continue to fulfill its information disclosure obligations as the transaction progresses [14].

Meeting Overview - The 16th (temporary) meeting of the 10th Supervisory Board of the company was held on August 29, 2025, with all three supervisors present, ensuring compliance with the Company Law and Articles of Association [1]. Transaction Proposal - The company plans to acquire a 63% stake in Wuling Power from China Power International Development Co., Ltd. and a 37% stake from Hunan Xiangtou International Investment Co., Ltd., along with a 64.93% stake in Guangxi Changzhou Hydropower Development Co., Ltd. from State Power Investment Corporation Guangxi Electric Power Co., Ltd. The acquisition will be financed through a combination of issuing shares and cash [1][2]. Asset Valuation - The assessment date for the transaction is set for October 31, 2024. The total assessed value of Wuling Power's 100% equity is approximately RMB 2,466.73 million, while the assessed value of the 64.93% equity in Changzhou Hydropower is approximately RMB 306.82 million [2][4]. Adjusted Transaction Price - Following the dividend distribution of RMB 40 million from Wuling Power and RMB 15.58 million from Changzhou Hydropower, the adjusted transaction prices are RMB 2,426.73 million for Wuling Power and RMB 291.24 million for Changzhou Hydropower [4][5]. Payment Structure - The total payment structure for the transaction includes cash and shares, with a total consideration of approximately RMB 2,717.97 million, comprising RMB 360.37 million in cash and RMB 2,357.60 million in shares, resulting in the issuance of approximately 3,599.39 million shares [4][6]. Transitional Profit and Loss Allocation - During the transition period, profits from Wuling Power's assets will belong to the company, while losses will be covered by China Power and Xiangtou International based on their respective ownership percentages. For Changzhou Hydropower, profits will belong to the company, and losses will be covered by Guangxi Electric Power [5][6]. Performance Commitment Agreements - The company intends to sign supplementary agreements regarding performance commitments with China Power and Xiangtou International, as well as with Guangxi Electric Power, to clarify the rights and obligations related to the transaction price and performance commitments [6][8]. Approval of Adjustments - The adjustments to the transaction do not constitute a significant change, as the reduction in transaction price does not exceed 20% of the overall transaction value, and all proposals received unanimous approval from the supervisory board [6][7].

Group 1 - The company held its fourth supervisory board meeting on August 29, 2025, with all three supervisors present, and the meeting complied with legal and regulatory requirements [1][2] - The supervisory board approved the proposal to terminate the issuance of shares and cash payment for asset acquisition, as well as the related fundraising and transaction matters, citing the decision as prudent for the benefit of the company and its investors [1][2] - The board also approved the signing of a termination agreement with the transaction counterparties, with unanimous support from all supervisors [2]

Core Viewpoint - The document outlines the legal opinions regarding the major asset swap, issuance of shares, and cash payment for asset acquisition by Nanjing Chemical Fiber Co., Ltd, emphasizing the legal compliance and verification processes involved in the transaction [1][2]. Group 1: Asset Swap and Business Transition - The company plans to divest its original business assets and liabilities entirely and inject 100% of Nanjing Craft's shares, changing its main business focus to the research, production, and sales of rolling functional components [5][6]. - After the transaction, Nanjing Craft will become a wholly-owned subsidiary of the company, with its original management team remaining in place [5][6]. - The rolling functional components industry is highly competitive, with high-end markets dominated by European and Japanese manufacturers, while Nanjing Craft holds a significant position in the mid-range market [5][6]. Group 2: Debt Transfer and Compliance - As of December 31, 2024, the company has a total debt of 198.67 million yuan owed to its only financial creditor, Zijin Trust, which has provided consent for the transaction [12][13]. - A total of 20.76 million yuan in other debts requires creditor consent, with 96.23% of these debts already having received approval [14][16]. - The company has made arrangements to actively communicate with creditors regarding the transfer of debts that have not yet received consent, ensuring that these do not adversely affect the transaction [16][18]. Group 3: Guarantees and Legal Obligations - The company is currently providing guarantees for its subsidiaries, with specific details on the amounts and terms outlined in the documentation [20][21]. - The company has received consent from relevant banks to proceed with the transaction, ensuring that the guarantees can be transferred appropriately [22][24]. - The company has committed to resolving any outstanding guarantees before the completion of the asset swap, ensuring compliance with legal obligations [25][24]. Group 4: Asset Transfer Procedures - The asset transfer process involves several steps, including notification of asset transfer, delivery of assets, and signing of confirmation documents [26][27]. - The company has confirmed that there are no substantial legal obstacles to the transfer of major assets, including equity and real estate [28][29]. - The company is required to assist in the completion of necessary registrations and transfers related to the asset swap within a specified timeframe [27][29].