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龙高股份: 兴业证券股份有限公司关于龙岩高岭土股份有限公司收购报告书之2025年半年度持续督导意见
Zheng Quan Zhi Xing· 2025-09-02 16:15
Core Viewpoint - The acquisition of Longyan Kaolin Co., Ltd. by Longyan Investment Development Group Co., Ltd. is structured through the transfer of state-owned assets, allowing the acquirer to indirectly control 49.55% of the listed company’s shares without the need to issue a public offer [1][2]. Group 1: Transaction Overview - The acquirer will obtain shares from three state-owned entities: 51.04% from Longyan Investment Development Group, 39% from Longyan Cultural Tourism Huijin Development Group, and 20% from Longyan Transportation Development Group [1][2]. - The acquisition complies with regulations allowing exemption from public offer requirements due to government approval for the transfer of state-owned assets [2]. Group 2: Compliance and Governance - The financial advisor confirms that the acquirer and the listed company have fulfilled their reporting and disclosure obligations during the acquisition process [3][4]. - The governance structures of the listed company, including the shareholders' meeting, board of directors, and supervisory board, have operated independently without violations of corporate governance regulations [3][4]. Group 3: Commitments and Future Plans - The acquirer has committed to maintaining the independence of the listed company in terms of personnel, assets, finance, and operations, ensuring no adverse impact on its operational capabilities [5][6]. - There are no plans for significant changes to the listed company's main business, assets, or management structure within the next 12 months following the acquisition [8][9][10]. Group 4: Ongoing Obligations - The financial advisor has verified that the acquirer has not violated any commitments regarding avoiding competition, reducing related party transactions, or other obligations outlined in the acquisition agreement [6][7][11]. - The acquirer has no plans for major adjustments to the listed company's dividend policy or employee hiring practices in the near future [10][11].