滑动轴承

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长盛轴承: 中信建投证券股份有限公司关于浙江长盛滑动轴承股份有限公司股东向特定机构投资者询价转让股份相关资格的核查意见
Zheng Quan Zhi Xing· 2025-08-05 16:10
中信建投证券股份有限公司 关于浙江长盛滑动轴承股份有限公司 股东向特定机构投资者询价转让股份 相关资格的核查意见 (北京市朝阳区安立路 66 号 4 号楼) 中信建投证券股份有限公司(以下简称"中信建投证券")受浙江长盛滑动 轴承股份有限公司(以下简称"长盛轴承")股东嘉善百盛投资管理合伙企业(有 限合伙)(以下简称"百盛投资")、陆晓林(百盛投资、陆晓林以下合称"出 让方")委托,组织实施本次长盛轴承首发前股东向特定机构投资者询价转让(以 下简称"本次询价转让")。 根据《上市公司股东减持股份管理暂行办法》《深圳证券交易所创业板股票 上市规则(2025 年修订)》《深圳证券交易所上市公司自律监管指引第 18 号— —股东及董事、高级管理人员减持股份(2025 年修订)》《深圳证券交易所上市 公司自律监管指引第 16 号——创业板上市公司股东询价和配售方式转让股份 (2025 年修订)》(以下简称"《询价转让和配售指引》")等相关规定,中信 建投证券对参与本次询价转让股东的相关资格进行核查,并出具本核查意见。 一、 本次询价转让的委托 中信建投证券收到出让方关于本次询价转让的委托,委托中信建投证券组织 实施本 ...
筹划“卖壳”五年,能否如愿?
Zhong Guo Ji Jin Bao· 2025-07-10 01:34
Core Viewpoint - Shandong provincial state-owned assets plan to acquire a controlling stake in Shinke Co., Ltd. through a comprehensive tender offer, following previous attempts to sell the company since October 2020 [2][4]. Group 1: Share Transfer and Acquisition - Shinke Co., Ltd. announced that its controlling shareholder, He Quanbo, and the second-largest shareholder, Beijing Huachuang, signed a property transaction contract with Shenzhen Huili to transfer a total of 41.89% of the company's shares [2][6]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][7]. - Following the transfer, Shenzhen Huili will become the controlling shareholder, and the actual controller will change to the Zaozhuang City Tai'erzhuang District State-owned Assets Supervision and Administration Commission [7][9]. Group 2: Tender Offer Obligations - The acquisition will trigger a mandatory tender offer as Shenzhen Huili's shareholding will exceed 30% of the total issued shares [4][6]. - Shenzhen Huili plans to issue a tender offer at the same price of 16.13 yuan per share for 86.58 million shares, excluding shares held by He Quanbo and Beijing Huachuang [7][9]. - The tender offer has received approval from state-owned asset regulatory authorities but is subject to further compliance checks and potential uncertainties regarding its final implementation [7][9]. Group 3: Risks and Governance - If the public shareholding falls below 25% by the end of the tender offer period, Shinke Co., Ltd. may face risks related to its stock distribution not meeting listing requirements [4][9]. - The new controlling shareholder intends to actively participate in corporate governance and improve the company's operational performance and profitability [9][10]. - Shinke Co., Ltd. has faced financial difficulties since its listing in 2011, with most years reporting losses, and has made multiple attempts to change control since October 2020 [10].
筹划“卖壳”五年,能否如愿?
中国基金报· 2025-07-10 01:22
Core Viewpoint - Shanke Co., Ltd. is undergoing a significant change in control as its major shareholders plan to transfer a combined 41.89% stake to Shenzhen Huili, which will make Shenzhen Huili the controlling shareholder of the company [1][5][7]. Summary by Sections Share Transfer and Acquisition - On July 9, Shanke Co., Ltd. announced that its controlling shareholder He Quanbo and the second-largest shareholder Beijing Huachuang signed a property transaction contract with Shenzhen Huili to transfer 41.89% of the company's shares [1][5]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][12]. Mandatory Tender Offer - The acquisition by Shenzhen Huili will trigger a mandatory tender offer as it will hold more than 30% of the company's shares, requiring it to make an offer to all other shareholders [3][6]. - The tender offer price is set at 16.13 yuan per share for 86.58 million shares [6]. Regulatory Approval and Risks - Shenzhen Huili's acquisition has received approval from state-owned asset regulatory authorities but still requires compliance checks and potential antitrust reviews [7]. - There is a risk that if the public shareholding falls below 25% after the tender offer, Shanke Co., Ltd. may not meet the listing requirements, which could lead to delisting [3][9]. Company Background - Shanke Co., Ltd., established in 1996, specializes in the research, production, and sales of sliding bearings and has been listed on the Shenzhen Stock Exchange since November 2011. The company has faced financial difficulties, with most years since 2012 reporting losses [10].
申科股份: 关于申科滑动轴承股份有限公司2024年年度股东大会的法律意见书
Zheng Quan Zhi Xing· 2025-05-11 08:10
Group 1 - The legal opinion was issued by Hankun Law Firm regarding the 2024 annual general meeting of shareholders for Shenkai Sliding Bearing Co., Ltd. [1][2] - The meeting was convened on May 9, 2025, with a combination of on-site and online voting methods [3][4] - A total of 65 shareholders attended the meeting, holding 62,469,050 shares, which represents 41.6460% of the total voting shares [4][5] Group 2 - The meeting was presided over by the chairman, He Jiannan, and all agenda items listed in the notice were completed [3][5] - The voting results showed that 62,462,550 shares were in favor of the proposals, accounting for 99.9896% of the votes cast [5][7] - The voting participation included 4 on-site shareholders holding 42,962,466 shares and 61 online voters holding 19,506,584 shares [4][6] Group 3 - The legal opinion confirmed that the procedures for convening and holding the meeting complied with relevant laws and regulations [2][6] - The qualifications of the attendees and the convenor were deemed valid and legal [4][6] - The voting process and results were also confirmed to be lawful and effective [6][13]