地铁工程设计与咨询
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广州地铁设计研究院股份有限公司 第三届董事会第十次会议决议公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-11-02 14:32
Group 1 - The company held its 10th meeting of the 3rd Board of Directors on October 30, 2025, via telecommunication, with all 9 directors present [2] - The board approved the proposal to issue shares to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group Co., Ltd. and to raise supporting funds from no more than 35 specific investors [3][12] - The financial data for the transaction was updated with an audit benchmark date of June 30, 2025, and the related documents were revised to comply with relevant laws and regulations [4][21] Group 2 - The board approved the extension audit report and pro forma review report related to the transaction, which were necessary due to the expiration of the financial data's validity [7][8] - The board's decision was supported by the Strategic Committee, Audit Committee, and Independent Directors, with a voting result of 6 in favor and none against [5][9] - The company is not required to submit the proposal to the shareholders' meeting for approval, as authorized by the second temporary shareholders' meeting of 2025 [6][10] Group 3 - The company received an inquiry letter from the Shenzhen Stock Exchange regarding the application for the share issuance and asset acquisition on July 11, 2025, and responded with a revised document on September 23, 2025 [13][20] - The company submitted a request to resume the review of the share issuance and asset acquisition application after updating the relevant documents [19][20] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration by the China Securities Regulatory Commission, with uncertainties regarding the timing of these approvals [16][19]
广州地铁设计研究院股份有限公司关于发行股份购买资产 并募集配套资金暨关联交易的审核问询函回复更新的提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-20 00:31
Group 1 - The company plans to acquire 100% equity of Guangzhou Metro Engineering Consulting Co., Ltd. from Guangzhou Metro Group Co., Ltd. through a share issuance and raise supporting funds by issuing shares to no more than 35 specific investors [1] - On July 11, 2025, the company received an inquiry letter from the Shenzhen Stock Exchange regarding the share issuance and asset acquisition [1] - The company disclosed a response to the inquiry letter on August 9, 2025, and subsequently revised and supplemented the response based on further review opinions from the Shenzhen Stock Exchange, with the revised response disclosed on September 19, 2025 [1] Group 2 - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, with uncertainties regarding the approval and registration timeline [2] - The company will continue to advance related work and fulfill information disclosure obligations in accordance with relevant laws and regulations [2]