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武汉控股: 武汉三镇实业控股股份有限公司董事会关于本次交易构成关联交易但不构成重大资产重组、重组上市的说明
Zheng Quan Zhi Xing· 2025-09-04 16:29
Group 1 - The company intends 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, along with raising supporting funds [1][2] - The transaction is classified as a related party transaction since the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the company's controlling shareholder [1][2] - The transaction does not constitute a major asset restructuring as the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2] Group 2 - The actual controller of the company remains the State-owned Assets Supervision and Administration Commission of the People's Government of Wuhan City before and after the transaction, indicating no change in control [1][2] - The company confirms that there has been no change in its actual controller within the last thirty-six months, thus the transaction does not meet the criteria for restructuring listing as per the relevant regulations [1][2]
武汉控股: 中国国际金融股份有限公司关于武汉三镇实业控股股份有限公司本次交易产业政策和交易类型之专项核查意见
Zheng Quan Zhi Xing· 2025-09-04 16:28
Core Viewpoint - Wuhan San Zhen Industrial Holdings Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through issuing shares and cash payment, while also raising supporting funds by issuing shares to no more than 35 specific investors [1][3] Industry and Company Summary - The main business of the listed company includes sewage treatment, water engineering construction, tap water production, and tunnel operation, while the target company specializes in surveying design, engineering consulting, and project management [1][2] - The listed company operates in the "D46 Water Production and Supply Industry" under "D462 Sewage Treatment and Reuse," while the target company falls under "M74 Professional Technical Services" in "M748 Engineering Technology and Design Services" [2] - The transaction is classified as a merger within the same industry or upstream/downstream acquisition, enhancing the listed company's capabilities in integrated services from planning to operation and maintenance [3][4] - Post-transaction, the listed company will expand its business to include the target company's existing services, creating new revenue and profit growth points [3][4] - The transaction is not expected to change the actual controller of the listed company, thus it does not constitute a restructuring listing [4]
武汉控股: 中国国际金融股份有限公司关于武汉三镇实业控股股份有限公司本次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是否构成重大资产重组、关联交易及重组上市的核查意见
Zheng Quan Zhi Xing· 2025-09-04 16:28
Core Viewpoint - The transaction involving Wuhan San Town Industrial Holdings Co., Ltd. to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Construction Investment Development Group does not constitute a major asset restructuring but qualifies as a related party transaction [1][2]. Summary by Sections Major Asset Restructuring - The transaction does not meet the criteria for a major asset restructuring as defined by the "Major Asset Restructuring Management Measures" since the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2]. Related Party Transaction - The transaction is classified as a related party transaction because the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the controlling shareholder of the listed company, and the target company is a wholly-owned subsidiary of the counterparty [2]. Restructuring Listing - The transaction does not constitute a restructuring listing as the actual controller of the listed company remains the Wuhan Municipal Government State-owned Assets Supervision and Administration Commission before and after the transaction, and there has been no change in control within the last thirty-six months [2].
中成股份: 中成进出口股份有限公司董事会关于本次交易是否构成重大资产重组、关联交易及重组上市的说明
Zheng Quan Zhi Xing· 2025-09-03 16:21
Group 1 - The company plans to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. from China National Technical Import and Export Corporation through a share issuance and simultaneously raise supporting funds [1][3] - The transaction does not constitute a major asset restructuring as the relevant financial ratios indicate that the asset total and net asset values, as well as operating income, are all below 50% of the company's financial data [2][3] - The transaction is classified as a related party transaction since the counterparty is controlled by the company's indirect controlling shareholder, China General Technology (Group) Holding Co., Ltd. [3] Group 2 - The company has not undergone any change in actual control in the past 36 months, thus the transaction does not constitute a restructuring listing [3]
中成股份: 中国银河证券股份有限公司关于中成进出口股份有限公司发行股份购买资产不构成《上市公司重大资产重组管理办法》第十二条规定的重大资产重组以及第十三条规定的重组上市情形的核查意见
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The transaction involving China Chengxin Import and Export Co., Ltd. to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, based on the financial metrics and calculations provided [2][3][4]. Financial Analysis - The total asset value of the target company is 332.87 million, which represents 14.17% of the listed company's total assets of 2,349.43 million [3]. - The net asset value of the target company is 81.77 million, accounting for 40.93% of the listed company's net assets of 370.04 million [3]. - The operating revenue of the target company is 37.93 million, which is 3.09% of the listed company's operating revenue of 1,226.34 million [3]. Control and Ownership - There has been no change in the actual control of the listed company in the past 36 months, with the direct controlling shareholder remaining China Chengxin Group and the indirect controlling shareholder being General Technology Group [4]. - The actual controller continues to be the State-owned Assets Supervision and Administration Commission of the State Council, indicating stability in ownership structure post-transaction [4].
中成股份: 中国银河证券股份有限公司关于中成进出口股份有限公司本次交易产业政策和交易类型之独立财务顾问核查意见
Zheng Quan Zhi Xing· 2025-09-03 16:21
Core Viewpoint - The independent financial advisor, China Galaxy Securities, has conducted a special review of the proposed transaction by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. through share issuance and fundraising, concluding that the transaction does not involve key industries supported for mergers and acquisitions by the government [1][2]. Group 1: Industry and Company Analysis - The target company, Zhongji Jiangsu, operates in the "Technology Promotion and Application Services" sector, which is not classified under key industries such as automotive, steel, cement, shipbuilding, electrolytic aluminum, rare earths, electronic information, pharmaceuticals, or agricultural industrialization [1][2]. - Zhongcheng Import and Export Co., Ltd. primarily engages in complete equipment export, engineering contracting, environmental technology, and composite material production, while Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, indicating that the two companies do not operate in the same industry or along the same supply chain [2]. Group 2: Transaction Structure - The transaction will not result in a change of control for Zhongcheng Import and Export Co., Ltd., as the direct and indirect controlling shareholders remain the same post-transaction, thus it does not constitute a restructuring listing as per the relevant regulations [2][3]. - The transaction involves the issuance of shares by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu, confirming that the transaction includes share issuance [3]. Group 3: Regulatory Compliance - As of the date of the review, there are no ongoing investigations by the China Securities Regulatory Commission against Zhongcheng Import and Export Co., Ltd., indicating compliance with regulatory requirements [3].
镇洋发展: 浙江镇洋发展股份有限公司董事会关于本次交易不构成《上市公司重大资产重组管理办法》第十三条规定的重组上市情形的说明
Zheng Quan Zhi Xing· 2025-09-02 17:11
Group 1 - The core point of the article is that the transaction between Zhejiang Zhenyang Development Co., Ltd. and Zhejiang Huhangyong Expressway Co., Ltd. does not constitute a restructuring listing as defined by the relevant regulations [1] - The transaction involves Zhejiang Huhangyong issuing A-shares to acquire all shares of Zhenyang Development, leading to Zhenyang's termination of listing and cancellation of legal status [1] - Both companies have had the same controlling shareholder, Zhejiang Provincial Transportation Investment Group Co., Ltd., for the past 36 months, ensuring that control remains unchanged post-transaction [1]
华虹公司: 董事会关于本次交易是否构成重大资产重组、重组上市、关联交易的说明
Zheng Quan Zhi Xing· 2025-08-31 10:13
Group 1 - The company plans to acquire 97.4988% equity of Huali Microelectronics from four shareholders through a combination of issuing shares and cash payment [1][2] - The transaction is not expected to meet the criteria for a major asset restructuring as per the regulations, based on preliminary financial data of the target company [1] - The company will provide a detailed analysis and disclosure regarding the classification of the transaction in the restructuring report [1] Group 2 - The transaction is not expected to result in a change of control, as the controlling shareholder remains the same, thus it does not constitute a restructuring listing [1] - The transaction is classified as a related party transaction due to the involvement of the indirect controlling shareholder and a company where a board member serves as a director [2]
湖南发展: 中信证券股份有限公司关于本次交易不构成重组上市的核查意见
Zheng Quan Zhi Xing· 2025-08-25 17:26
Group 1 - The transaction does not constitute a restructuring listing as the actual control of the company has not changed in the last thirty-six months [1] - The controlling shareholder before and after the transaction remains Hunan Energy Group Co., Ltd. [1] - The actual controller of the company is still the State-owned Assets Supervision and Administration Commission of Hunan Provincial People's Government [1]
ST联合: 国盛证券有限责任公司关于国旅文化投资集团股份有限公司本次重组不构成上市公司重大资产重组管理办法第十三条规定的重组上市情形的核查意见
Zheng Quan Zhi Xing· 2025-08-25 17:14
Core Viewpoint - The restructuring of Guolv Culture Investment Group Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, specifically Article 13 of the Major Asset Restructuring Management Measures for Listed Companies [1] Group 1: Restructuring Details - The controlling shareholder of the listed company before the restructuring was Jiangxi Tourism Group Co., Ltd. [1] - After the restructuring, the controlling shareholder will be Jiangxi Maitong Health Beverage Development Co., Ltd., which is controlled by Jiangxi Tourism Group [1] - The actual controller of the listed company remains the Jiangxi Provincial State-owned Assets Supervision and Administration Commission, indicating no change in control of the listed company [1] Group 2: Regulatory Compliance - The actual controller of the listed company has not changed in the past thirty-six months prior to the restructuring [1] - Therefore, the restructuring does not meet the criteria for a restructuring listing as per the specified regulations [1]