要约收购豁免

Search documents
武汉控股: 湖北瑞通天元律师事务所关于免于发出要约事项的法律意见书
Zheng Quan Zhi Xing· 2025-09-04 16:28
Core Viewpoint - The legal opinion issued by Hubei Ruitong Tianyuan Law Firm confirms that Wuhan Urban Construction Investment Development Group Co., Ltd. is exempt from making a tender offer in relation to its acquisition of 100% equity in Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through the issuance of shares and cash payment [1][5][7] Group 1: Transaction Overview - The transaction involves Wuhan Urban Construction Investment Development Group acquiring 100% equity of Wuhan Municipal Engineering Design and Research Institute from Wuhan San Zhen Industrial Holding Co., Ltd. [1][5] - The acquisition will be financed through the issuance of shares and cash, with the issuance aimed at raising supporting funds from no more than 35 specific investors [1][5] Group 2: Legal Compliance - The law firm confirms that the transaction complies with the relevant laws and regulations, including the Company Law, Securities Law, and the Regulations on the Management of Acquisitions of Listed Companies [2][3][6] - The law firm has verified that all necessary documents and approvals are in place, ensuring the legality and validity of the transaction [2][4] Group 3: Shareholding Structure - Post-transaction, Wuhan Urban Construction Investment Development Group is expected to hold 20.79% of the shares directly and 31.83% indirectly through Wuhan Water Group, totaling 52.61% control over the listed company [5][6] - The transaction triggers a mandatory tender offer obligation; however, it meets the conditions for exemption as outlined in the acquisition regulations [6][7] Group 4: Approval Process - The transaction has received necessary approvals, including independent opinions from the company's independent directors, and is pending final approval from the shareholders' meeting [7]
武汉控股: 武汉三镇实业控股股份有限公司关于股东权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-09-04 16:28
Core Viewpoint - The company plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment [1][2][3] Summary by Sections 1. Basic Situation of the Equity Change - The equity change involves the company issuing 260,657,662 shares to Wuhan Urban Construction Investment Development Group [2][3] - After the transaction, Wuhan Urban Construction Investment Development Group will directly hold 260,657,662 shares and indirectly hold 399,140,764 shares through Wuhan Water Group, totaling 659,798,426 shares, which will represent 52.61% of the company's total shares post-transaction [2][3] 2. Changes in Controlling Shareholder and Actual Controller - The transaction will not change the controlling shareholder or actual controller of the company; Wuhan Water Group remains the controlling shareholder, and the actual controller is still the Wuhan Municipal State-owned Assets Supervision and Administration Commission [2][3] 3. Approval Procedures for the Equity Change - The transaction has undergone necessary decision-making and approval processes, including principle agreement and independent director meetings [4] - The transaction will require further approval due to the triggering of the mandatory tender offer obligation [4] 4. Subsequent Matters Involved - The equity change will not significantly impact the company's governance structure or ongoing operations [4] - Wuhan Urban Construction Investment Development Group and its concerted parties have fulfilled their disclosure obligations regarding the equity change [4]
宁波精达: 申万宏源证券承销保荐有限责任公司关于宁波成形控股有限公司免于发出要约收购宁波精达之2025半年度持续督导意见
Zheng Quan Zhi Xing· 2025-09-01 10:11
Core Viewpoint - The financial advisor, Shenwan Hongyuan Securities, has been appointed to assist Ningbo Forming Holdings in avoiding a mandatory tender offer for Ningbo Jinda Forming Equipment Co., Ltd. following a non-public issuance of shares that exceeds 30% of the company's issued shares [1][2]. Group 1: Acquisition Details - The acquisition does not trigger a mandatory tender offer as the investor has committed to not transferring the newly issued shares for three years, and the non-associated shareholders approved the exemption at the company's first extraordinary general meeting in 2024 [2]. - The acquisition process has been completed with the issuance of 32,258,064 new shares, bringing the total shares to 502,387,966 [3]. Group 2: Compliance and Governance - During the continuous supervision period, the company and its actual controllers have operated in compliance with the relevant regulations and have not engaged in any actions that would harm the interests of Ningbo Jinda [4][8]. - The company has adhered to its public commitments regarding maintaining the independence of the listed company and avoiding competition with the same industry [4]. Group 3: Future Plans and Operations - There are no plans to change the main business operations of the listed company in the next 12 months, and any necessary adjustments will comply with legal procedures and disclosure obligations [4][5]. - The company does not plan to make significant changes to the current board of directors or senior management, nor does it have plans to modify the company's articles of association that could obstruct control over the company [5][6][7]. - There are no significant adjustments planned for employee hiring or dividend policies during the continuous supervision period [7][8].
烽火通信: 上海市锦天城律师事务所关于烽火通信科技股份有限公司2024年度向特定对象发行A股股票免于发出要约的法律意见书
Zheng Quan Zhi Xing· 2025-08-21 11:18
Core Viewpoint - The legal opinion issued by Shanghai Jintiancheng Law Firm confirms that China Information Communication Technology Group Co., Ltd. (China Xin Ke) can subscribe to the A-share stock issuance of Fenghuo Communication Technology Co., Ltd. for the year 2024 without triggering a mandatory tender offer [1][10]. Group 1: Subject Qualification of the Subscriber - The subscriber, China Xin Ke, is a wholly state-owned limited liability company with a registered capital of 3 billion RMB [5]. - The company is located in Wuhan and has been verified to meet the qualifications for subscribing to the stock issuance [5][9]. Group 2: Approval and Authorization of the Issuer's Stock Issuance - The issuer has obtained necessary internal approvals and authorizations for the stock issuance, including various resolutions and reports related to the issuance plan [6][7]. - The stock issuance has received regulatory approval from relevant authorities, including the China Securities Regulatory Commission [8]. Group 3: Changes in Equity from the Subscription - Following the issuance, China Xin Ke will hold 86,546,026 shares directly and 494,097,741 shares indirectly, resulting in a total holding exceeding 30% [9][10]. - The control structure of the issuer will remain unchanged, with Fenghuo Technology still being the controlling shareholder [9][10]. Group 4: Conditions for Exemption from Mandatory Tender Offer - The subscription meets the conditions for exemption from a mandatory tender offer as stipulated in the Acquisition Management Measures, allowing China Xin Ke to exceed the 30% threshold without triggering a tender offer [10].
农发种业: 中农发种业集团股份有限公司关于提请股东大会批准认购对象免于发出要约的公告
Zheng Quan Zhi Xing· 2025-08-15 11:17
Core Viewpoint - The company is seeking shareholder approval to exempt China Agricultural Development Group and its affiliates from making a mandatory tender offer following a specific share issuance [1][2][3] Group 1: Share Issuance Details - The company plans to issue A-shares to China Agricultural Development Group and its affiliate, China Huanu Asset Management, which will increase their total shareholding from 79,175,306 shares to 509,707,594 shares, representing 43.89% of the total share capital [1] - The issuance will trigger mandatory tender offer regulations under the relevant management measures for listed companies [1] Group 2: Agreement and Conditions - An agreement has been signed between the company, China Agricultural Development Group, and Huanu Asset, stipulating that the newly acquired shares will not be transferred for 36 months post-issuance [2] - The exemption from the mandatory tender offer is contingent upon approval from the non-affiliated shareholders at the company's general meeting [2] Group 3: Board Approval and Related Transactions - The board has agreed to propose the exemption to the shareholders, with related directors abstaining from the vote due to the nature of the transaction [3] - The final decision on the exemption will require approval from the company's general meeting, with related shareholders also abstaining from voting [3]
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].
天风证券: 天风证券股份有限公司关于股东权益变动的提示性公告
Zheng Quan Zhi Xing· 2025-06-23 09:32
Core Viewpoint - The announcement details a significant equity change for Tianfeng Securities Co., Ltd. due to a specific issuance of A-shares, which complies with the relevant regulations for exemption from mandatory tender offer obligations [1][2]. Group 1: Equity Change Overview - The equity change will not alter the controlling shareholder or actual controller of the company. Before the change, Hubei Hongtai Group Co., Ltd. held 1,378,119,425 shares, accounting for 15.90% of the total share capital. After the change, it will hold 2,854,134,185 shares, representing 28.14% of the total share capital [2][5]. - Hubei Hongtai Group and its concerted actor, Wuhan State-owned Capital Investment and Operation Group Co., Ltd., will collectively hold 3,615,123,127 shares, which is 35.65% of the total share capital, maintaining their status as the controlling shareholders [2][5]. Group 2: Subscription and Approval Details - The company plans to issue up to 1,498,127,340 shares, with a total fundraising amount not exceeding 4 billion yuan, fully subscribed by Hongtai Group in cash [4][5]. - The issuance has received necessary approvals from regulatory bodies, confirming compliance with issuance conditions and listing requirements [4][5]. Group 3: Related Agreements and Obligations - The subscription agreement includes conditions for the issuance of A-shares, and the company has disclosed related documents on the Shanghai Stock Exchange [5][6]. - Following the equity change, Hongtai Group and its concerted actor will hold over 30% of the company's equity, triggering mandatory tender offer obligations, which have been exempted as per relevant regulations [6].
天风证券: 天风证券股份有限公司收购报告书
Zheng Quan Zhi Xing· 2025-06-23 09:32
Core Viewpoint - Hubei Hongtai Group Co., Ltd. plans to acquire a significant stake in Tianfeng Securities Co., Ltd., which will exceed 30%, triggering mandatory tender offer obligations [2][3]. Group 1: Acquisition Details - The acquisition involves Hubei Hongtai Group subscribing to shares issued by Tianfeng Securities to specific investors, with the total stake expected to exceed 30% [2]. - The shareholders' meeting of Tianfeng Securities has approved the exemption of Hubei Hongtai Group and its concerted actors from making a tender offer for the increased shares [2][3]. Group 2: Parties Involved - Hubei Hongtai Group is a state-owned enterprise with a registered capital of 28.604 billion RMB, primarily engaged in capital operation and asset management [4]. - Wuhan State-owned Capital Investment and Operation Group Co., Ltd., the concerted actor, has a registered capital of 30 billion RMB and is involved in asset management and investment activities [4][5]. Group 3: Regulatory Compliance - The acquisition report complies with the relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2]. - The report confirms that there are no other undisclosed holdings by the acquirer or its concerted actors in Tianfeng Securities [1][2].
九华旅游: 九华旅游关于提请股东会批准安徽九华山文旅康养集团有限公司免于发出要约的公告
Zheng Quan Zhi Xing· 2025-05-20 13:37
Core Viewpoint - The company seeks shareholder approval for its controlling shareholder, Anhui Jiuhua Mountain Cultural Tourism and Health Group Co., Ltd., to be exempt from making a tender offer following a specific A-share issuance [1][2]. Group 1: Company Actions - The company held its ninth board meeting on May 20, 2025, where it approved a proposal to seek shareholder approval for the exemption from the tender offer requirement for the controlling shareholder [1]. - The A-share issuance will involve no more than 35 specific investors, including the controlling shareholder, which will result in the controlling shareholder holding over 30% of the company's shares, triggering the tender offer regulations [1]. Group 2: Regulatory Compliance - According to Article 63 of the "Measures for the Administration of the Acquisition of Listed Companies," an investor can be exempt from making a tender offer if approved by non-related shareholders and commits to not transferring the newly issued shares for three years [2]. - The company has signed a conditional share subscription agreement with the controlling shareholder, who has committed to not transferring the shares for 36 months following the issuance [2]. Group 3: Governance and Approval Process - The board of directors has agreed to propose the exemption to the shareholders' meeting, with related directors abstaining from voting and independent directors having conducted a special review of the proposal [2]. - The proposal requires approval from the shareholders' meeting, with related shareholders abstaining from voting on the matter [2].