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震安科技股份有限公司2025年半年度报告摘要
Shang Hai Zheng Quan Bao· 2025-08-28 22:00
Group 1 - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves [2] - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [4] - The company completed the redemption of "Zhenan Convertible Bonds" on December 25, 2024, and the bonds will be delisted from the Shenzhen Stock Exchange on January 6, 2025 [6] Group 2 - The company has approved the conclusion of its initial public offering fundraising projects and will permanently supplement the remaining funds into working capital [5] - The company has received an administrative regulatory measure decision from the China Securities Regulatory Commission and is implementing corrective measures [6] - The company authorized the use of up to RMB 50 million of idle fundraising for cash management, ensuring it does not affect normal operations [6] Group 3 - The company has renewed its internal control audit institution for the year 2024, appointing Xinyong Zhonghe Accounting Firm [6] - The company has approved the expected daily related transactions for 2025 with a maximum amount of RMB 2 million, which was later increased to RMB 4 million [8][10] - The company has authorized the board to issue shares to specific targets not exceeding RMB 300 million [10] Group 4 - The company has changed its accounting estimates in accordance with relevant regulations [11] - The company has received various government subsidies totaling RMB 689,500, of which RMB 646,000 is asset-related [16] - The company has made adjustments to its board of directors and strategic committee due to the resignation of a director [12][15] Group 5 - The company is undergoing a potential change in control, with a transaction involving its controlling shareholder, Beijing Huachuang Sanxin Investment Management Co., Ltd. [15]
震安科技: 震安科技股份有限公司关于公司2025年度日常关联交易预计的公告
Zheng Quan Zhi Xing· 2025-06-17 08:25
Core Viewpoint - The company plans to engage in daily related transactions with its affiliate, China Construction Zhenan Technology Engineering Co., Ltd., with an estimated total amount of up to 40 million RMB for the year 2025, primarily for the procurement of seismic isolation and damping products [1][2]. Group 1: Daily Related Transactions Overview - The company has approved a proposal for expected daily related transactions for 2025, with the independent directors expressing their agreement [1][7]. - The estimated transaction amount with the affiliate is set to increase from 20 million RMB to 40 million RMB due to business development needs [1][2]. - The total expected transaction amount falls within the board's approval authority and does not require shareholder meeting approval [1][2]. Group 2: Transaction Categories and Amounts - The expected related transactions include sales and purchases of seismic isolation and damping products, with a projected amount of 20 million RMB for each category [2][4]. - The pricing for these transactions will be based on market fair prices and negotiated between the parties [2][6]. Group 3: Affiliate Information - The affiliate, China Construction Zhenan Technology Engineering Co., Ltd., was established on November 1, 2022, with a registered capital of 50 million RMB [4][5]. - As of December 31, 2024, the affiliate reported total assets of 27.97 million RMB and net assets of 20.86 million RMB, with an operating income of 19.44 million RMB and a net profit of 667,900 RMB [5]. Group 4: Transaction Purpose and Impact - The related transactions are deemed necessary for the company's normal business operations and are expected to contribute to its sustainable development [6][7]. - The transactions will adhere to fair pricing principles and are not expected to harm the interests of the company or its minority shareholders [6][7]. Group 5: Approval Procedures and Opinions - The independent directors and the audit committee have reviewed and approved the expected related transactions, confirming they are normal commercial activities [6][7]. - The board of directors unanimously agrees that the expected transactions comply with relevant laws and regulations [7].