子公司吸收合并
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上海元祖梦果子股份有限公司2025年第三季度报告
Shang Hai Zheng Quan Bao· 2025-10-24 20:44
Core Viewpoint - The company, Shanghai Yuanzhuo Dream Fruit Co., Ltd., has announced significant corporate governance changes, including the absorption merger of its wholly-owned subsidiaries, aiming to optimize resource allocation and improve operational efficiency [19][25]. Financial Data - The third-quarter financial report for 2025 has been approved, indicating that the financial information is accurate and complete [9][29]. - The financial statements for the third quarter are unaudited, covering the period from January to September 2025 [3][4]. Corporate Governance Changes - The fifth meeting of the fifth board of directors was held on October 24, 2025, where several key resolutions were passed, including the approval of the third-quarter report and the cancellation of the supervisory board [8][29]. - The company plans to absorb and merge its wholly-owned subsidiaries, Shanghai Yuanzhuo, Liaoning Yuanzhuo, and Hunan Yuanzhuo, with the aim of enhancing overall operational efficiency [19][23]. Shareholder Meeting - A second extraordinary general meeting of shareholders is scheduled for November 12, 2025, to discuss various resolutions, including the approval of the merger and amendments to the company's articles of association [88][89]. - The meeting will utilize a combination of on-site and online voting systems to facilitate shareholder participation [89][90].
新疆交通建设集团股份有限公司第四届董事会第二十四次临时会议决议公告
Shang Hai Zheng Quan Bao· 2025-10-13 20:04
Core Viewpoint - The company has approved a resolution for the absorption merger of its wholly-owned subsidiaries to optimize resource allocation, reduce management costs, and enhance operational efficiency [3][6][14] Group 1: Board Meeting Details - The board meeting was held on October 13, 2025, with all nine directors present, confirming the meeting's legality and compliance with relevant laws [2][4] - The resolution regarding the absorption merger was unanimously approved with nine votes in favor [4] Group 2: Merger Overview - The merger involves the absorption of Xinjiang Jiaojian Tongda New Material Technology Co., Ltd. by Xinjiang Municipal Rail Transit Co., Ltd., with the latter continuing to operate post-merger [3][6] - The merger does not constitute a related party transaction or a significant asset restructuring as defined by regulations [6] Group 3: Financial and Operational Details - Xinjiang Municipal Rail Transit Co., Ltd. has a registered capital of 45 million RMB, while Xinjiang Jiaojian Tongda New Material Technology Co., Ltd. has a registered capital of 10 million RMB [8][10] - Post-merger, the registered capital of Xinjiang Municipal Rail Transit Co., Ltd. will increase to 55 million RMB [13] Group 4: Purpose and Impact of the Merger - The merger aims to enhance the overall scale and management efficiency of Xinjiang Municipal Rail Transit Co., Ltd., thereby strengthening its market competitiveness [14] - The merger is expected to have no substantial impact on the company's normal operations or financial status, ensuring the protection of shareholder interests, particularly for minority shareholders [14]