星标 ★ IPO日报 精彩文章第一时间推送 日前， 国旅文化投资集团股份有限公司（600358.SH，下称"ST联合"）发布公告，公司正在筹划以发行股份及支付现金的方式，购买江西润田实 业股份有限公司（下称"润田实业"）部分或全部股权，并募集配套资金，以实现公司对润田实业的控制。 由于本次交易预计构成重大资产重组，ST联合股票目前处于停牌状态。 据悉，ST联合成立于1998年12月，是江西省第一家旅游类上市公司，主要从事互联网广告、"跨境购"、旅游三个业务板块。 今年3月18日，公司因此前涉嫌信息披露违法违规，根据上交所相关规定，公司股票被实施其他风险警示，股票简称由"国旅联合"变更为"ST联 合"。 2021年，公司实现营业收入8.24亿元，归母净利润0.25亿元，但此后连续三年下滑，并且归母净利润由盈转亏。 2022年至2024年，公司营业收 入分别为5.65亿元、5.43亿元、3.65亿元，归母净利润分别为0.75亿元、-0.13亿元、-0.64亿元。 根据上交所股票上市规则， 最近一个会计年度净利润为负值且营业收入低于3亿元的股票，将被实施退市风险警示，ST联合2024年业绩已经接近 这一红线。 20 ...

星标 ★ IPO日报 精彩文章第一时间推送 5月12日至5月16日，据证监会官网新增披露，中电防务科技股份有限公司（下称"中电防务"）、深圳市邦正精密机械股份 有限公司（下称"邦正精机"）、深圳尼索科连接技术股份有限公司（下称"尼索科"）、鸿翔环境科技股份有限公司（下 称"鸿翔环境"）等4家公司进行了上市辅导备案。 2025年以来，IPO辅导备案新增125家。 IPO日报注意到， 作为一家国务院国资委实控的军工企业，中电防务在2023年混改后准备谋求IPO； 邦正精机的注册资本 仅524万元，但其2024年年收入却已达1.87亿元；尼索科3年前获得国中资本的青睐；鸿翔环境的控股股东鸿翔控股集团 是浙江海宁市老牌建筑企业，曾在2018年谋求港股上市失败。 制图：佘诗婕 混改后谋求IPO 电子战技术已成为现代战争的关键环节和决定性要素。日前辅导备案的一家企业，正是电子对抗技术相关企业。 证监会官网披露，中电防务于5月13日在江苏证监局完成IPO辅导备案，辅导机构中金公司。 中电防务成立于2006年，注册资本4亿元，是南京一家专注于军用通信和电子对抗技术研发与生产的高科技企业。中电防 务科研核心能力覆盖短波通信、卫 ...

Core Viewpoint - The revised "Major Asset Restructuring Management Measures" aims to deepen the reform of the merger and acquisition market for listed companies, supporting their transformation and upgrading through mergers and acquisitions [1][2]. Summary by Sections Major Modifications - The new "Restructuring Measures" introduces several first-time initiatives, including a simplified review process, adjusted regulatory requirements for issuing shares to purchase assets, a phased payment mechanism, and the introduction of private equity fund "reverse linkage" arrangements [4][5]. Key Changes 1. **Phased Payment Mechanism**: Establishes a mechanism for phased payment of shares for asset purchases, extending the registration decision validity period to 48 months and allowing for performance commitments to be fulfilled through compensation or phased payments [5]. 2. **Increased Regulatory Flexibility**: Adjusts the requirements for disclosing the benefits of transactions to focus on avoiding significant adverse changes in financial status and ensuring independence from major adverse impacts of related transactions [5]. 3. **Simplified Review Process**: Introduces a simplified review process for certain restructuring transactions, allowing the China Securities Regulatory Commission (CSRC) to make registration decisions within five working days [6]. 4. **Lock-up Period Rules**: Clarifies lock-up requirements for mergers between listed companies, setting a six-month lock-up for controlling shareholders of the acquired company and an 18-month lock-up for acquisitions [6]. 5. **Encouragement of Private Equity Participation**: Implements "reverse linkage" for private equity fund investment periods and lock-up periods, reducing lock-up durations for certain shareholders [7]. 6. **Adaptation to New Company Law**: Makes adjustments in line with the new Company Law and related regulations, including terminology updates and the removal of references to company supervisors [7]. Market Activity - Following the release of the "Restructuring Measures," the measures outlined in the "Six Opinions on Deepening the Reform of the Merger and Acquisition Market" have been fully implemented, significantly enhancing market activity. Over 1,400 asset restructuring announcements have been made, with major asset restructurings exceeding 160 [9][10]. - In 2024, the number of merger projects reviewed by the Shanghai and Shenzhen Stock Exchanges has increased, with 15 projects reviewed in total, and a 100% approval rate for the first half of 2025 [11][12]. Specific Case - *ST Songfa has received approval from the CSRC for a major asset restructuring involving the acquisition of 100% equity in Hengli Heavy Industry Group, aiming to enhance profitability and risk resistance [13].

Core Viewpoint - Qingdao Beer is acquiring 100% equity of Jimo Yellow Wine Factory for 665 million yuan as a strategy to seek new growth points amid slowing beer industry growth [1][10]. Industry Overview - The Chinese beer industry has experienced a decline since reaching a peak production of 35 million kiloliters in 2013, with a 28.6% decrease compared to 2013 levels by 2023 [3][6]. - In 2024, the beer production is projected to be 35.213 million kiloliters, a year-on-year decrease of 0.6% [4]. - The industry is now in a mature market phase, where growth relies on capturing market share from competitors rather than overall market expansion [6]. Company Performance - Qingdao Beer reported a slight increase in net profit of 1.81% to 4.345 billion yuan in 2024, but revenue declined by 5.3% to 32.14 billion yuan, ranking third in the industry [6][8]. - Revenue across key regions, including Shandong, North China, and South China, showed varying degrees of decline, with Shandong's sales dropping from 22.869 billion yuan in 2023 to 22.095 billion yuan in 2024 [8][9]. Acquisition Rationale - The acquisition of Jimo Yellow Wine is aimed at diversifying Qingdao Beer's product line and expanding market channels, potentially providing a complementary sales effect between beer and yellow wine [12][10]. - Jimo Yellow Wine, established in 1949, has a small revenue scale of 166 million yuan in 2024, with a year-on-year growth of 13.5% [16]. Market Dynamics - The beer industry is facing intensified competition, particularly from brands like China Resources Snow Beer and AB InBev, which is pressuring Qingdao Beer's growth [6][10]. - The seasonal nature of beer sales has been highlighted, with the fourth quarter traditionally being a low sales period for Qingdao Beer [13].

Core Viewpoint - The recent announcement by Kuka Home Furnishing Co., Ltd. regarding a private placement of shares to its controlling shareholder, Yingfeng Group, is seen as a significant step in promoting the integration strategy of "home furnishing + home appliances" following the entry of the Midea Group into Kuka Home [2][5]. Group 1: Share Issuance Details - Kuka Home plans to issue up to 104 million A-shares at a price of 19.15 yuan per share, raising a total of no more than 1.997 billion yuan [1][4]. - The issuance is directed solely to Yingfeng Group, which will increase its shareholding from 29.42% to 37.37%, thereby strengthening its control over the company [5][6]. Group 2: Financial Performance - For the fiscal year ending December 31, 2024, Kuka Home reported a revenue of 18.48 billion yuan, a year-on-year decrease of 3.81%, and a net profit attributable to shareholders of 1.417 billion yuan, down 29.38% [9]. - This marks the first instance since the company's listing in 2016 that both revenue and net profit have declined simultaneously [9]. Group 3: Business Strategy and Market Position - Kuka Home is recognized as a leading soft furniture enterprise, maintaining the position of "China's largest sofa sales brand globally" for three consecutive years from 2021 to 2024, according to Frost & Sullivan [4]. - The company is undergoing a transformation towards smart and integrated home solutions, particularly in response to the downturn in the real estate market [11]. Group 4: Financial Health and Fund Utilization - As of March 31, 2025, Kuka Home reported cash and cash equivalents totaling 3.616 billion yuan, with a low debt-to-asset ratio of 38.96%, indicating a relatively healthy financial position [7]. - The largest portion of the raised funds, amounting to 1 billion yuan, will be allocated to supplementing working capital, despite the company appearing financially stable [6][7].

星标 ★ IPO日报 精彩文章第一时间推送 那么，中小股东为何反对这起收购？ 制图：佘诗婕 近期，多家上市公司宣布终止收购，如康希通信（688653.SH）终止重大资产重组计划、东湖高新 （600133.SH）终止收购普罗格控股权…… 纵观以往，并购终止的原因主要为行业环境、二级市场发生波动和变化，交易双方未能就重组事项 达成一致等。但却有这么一家公司较为特殊，其收购终止原因竟是未能获得中小股东的认可。 日前，华峰化学股份有限公司（下称"华峰化学"，002064.SZ）发布公告称，鉴于发行股份及支付 现金的方式购买两家公司100%股权的相关议案未获得股东大会有效表决权股份总数的2/3以上通 过，经公司与交易各相关方友好协商、认真研究和充分论证，基于审慎性考虑，决定终止本次重组 事项。 未获中小股东通过 由于华峰集团为公司控股股东，尤小平为公司实际控制人，尤金焕、尤小华为公司关联自然人，本 次交易构成关联交易。 到了今年4月，华峰化学在重组报告书草案中透露，华峰合成树脂与华峰热塑100.00%的股权分别 作价40.4亿元、19.6亿元。 重组方案在2025年4月11日获董事会和监事会通过，于2025年4月29日 ...

Core Viewpoint - The company "Tong Shifu" is preparing for an IPO on the Hong Kong Stock Exchange, aiming to leverage its leading position in the copper cultural and creative market while facing various challenges in a competitive landscape [1][11]. Company Overview - Founded by Yu Guang, "Tong Shifu" emerged from a personal experience of difficulty in finding quality copper art pieces, leading to the establishment of a brand that combines traditional craftsmanship with modern aesthetics [3][4]. - The company has developed a unique high-temperature coloring and painting process, enhancing the appeal of its copper products [4]. Market Position - According to a report by Frost & Sullivan, "Tong Shifu" holds a 35% revenue share in the Chinese copper cultural market, making it the leading player [7][12]. - The company has a comprehensive industry chain covering research, design, development, production, and sales, which enhances its market competitiveness [7]. Financial Performance - The company's revenue for the years 2022, 2023, and 2024 was approximately 503 million, 506 million, and 571 million RMB, respectively, with a compound annual growth rate (CAGR) of 6.54% [8]. - Net profit for the same years was around 57 million, 44 million, and 79 million RMB, with a CAGR of 17.78%, indicating a steady performance [8]. Sales Channels - The majority of sales are conducted through online platforms, with online sales accounting for approximately 80.9%, 79.2%, and 77.2% of total revenue during the reporting period [8]. - The company primarily relies on third-party e-commerce platforms like Tmall and JD.com, with only a limited number of direct stores, which poses risks related to platform dependency [14]. Challenges - The market is becoming increasingly competitive, with the top three companies holding a combined market share of 71.9%, indicating a crowded landscape [11][12]. - The company faces risks related to intellectual property infringement and brand dilution due to the emergence of similar brands [11][13]. - Rising copper prices, which increased from approximately 47,600 RMB per ton in 2019 to around 88,700 RMB in 2024, could pressure profit margins if costs cannot be passed on to consumers [13]. Future Outlook - "Tong Shifu" plans to continue investing in the protection and development of its original IP, which has contributed significantly to its revenue [11]. - The company aims to diversify its product offerings beyond copper art, although progress in this area has been slow [13].

Core Viewpoint - Donghu Gaoxin Group has decided to terminate the equity acquisition of Progr, as the transaction did not meet the preconditions and terms outlined in the letter of intent [1][3][4]. Group 1: Acquisition Details - Donghu Gaoxin signed a letter of intent with Progr's actual controllers to acquire controlling equity for a cash consideration, with the total value of Progr's equity estimated to be no more than 700 million yuan [3]. - Progr, established in 2012, has over 300 intellectual property rights and 169 R&D personnel, providing digital supply chain services for internal logistics in smart warehousing and factories [3][4]. - Progr's revenue surged to 778 million yuan in 2023, with a net profit of 39.83 million yuan, but faced a revenue drop to 124 million yuan and a net loss of 18.5 million yuan in the first half of 2024 due to seasonal impacts [4][8]. Group 2: Financial Performance - Donghu Gaoxin's revenue from the engineering construction sector contributed over 70% of its income from 2020 to 2023, with revenues exceeding 10 billion yuan in both 2022 and 2023 [6]. - Following the divestment of its engineering construction business for 2.387 billion yuan, Donghu Gaoxin's revenue plummeted by 77.05% to 3.367 billion yuan in 2024, and net profit decreased by 51.07% to 528 million yuan [6][8]. - The company aims to enhance its gross and net profit margins and revenue quality through the divestment, but the transition has led to significant financial challenges [6]. Group 3: Strategic Shift to Digital Technology - Donghu Gaoxin established a wholly-owned subsidiary, Gaoxin Digital Technology, with an investment of 2 billion yuan to accelerate the development of its digital technology business [7]. - The company also increased its stake in Hubei Data Group by 300 million yuan to further enhance its digital technology portfolio [7]. - Despite these efforts, revenue from digital technology remains low, accounting for only 0.23 billion yuan, less than 1% of total revenue in 2024 [8].

Core Viewpoint - Entropy Technology plans to acquire 55% of Longzhiyuan Technology's shares for cash, aiming to expand its smart outdoor business and enhance product offerings in this sector [1][4]. Group 1: Acquisition Details - The acquisition involves a cash purchase of 55% equity from Yu Mengchu and Li Weihua, with an estimated total valuation of Longzhiyuan not exceeding 85 million yuan [1][3]. - The transaction price for the shares is capped at 46.75 million yuan, based on the overall valuation multiplied by the equity percentage [3][4]. - Following the acquisition, Entropy Technology may pursue additional equity purchases from Longzhiyuan, contingent on certain conditions [3][4]. Group 2: Company Background - Longzhiyuan, established in 2006, specializes in smart outdoor audio-visual and optical equipment, including outdoor tracking cameras and night vision devices [3][6]. - The company previously listed on the New Third Board and had a notable revenue growth from 15.33 million yuan in 2016 to 103.39 million yuan in 2019, achieving profitability in the latter years [6][7]. Group 3: Financial Performance - Entropy Technology reported a modest revenue increase of 1.07% year-on-year for 2024, totaling 1.991 billion yuan, with a net profit of 183 million yuan, reflecting a 3.26% growth [4]. - The company's non-recurring net profit decreased by 7.21%, indicating challenges in maintaining profitability in core operations [4]. Group 4: Market Context - The valuation of Longzhiyuan has decreased from 920 million yuan during a previous acquisition attempt by another company to 850 million yuan in the current deal, representing a decline of 7.61% [7]. - The previous acquisition attempt by Shenzhen Langte Intelligent Control was terminated due to failure to reach an agreement on key terms [7].

星标 ★ IPO日报 精彩文章第一时间推送 5月新披露7家IPO辅导备案企业！2025年以来，IPO辅导备案新增项目已达121家。 截至5月11日，据证监会官网5月新增披露，托伦斯精密制造（江苏）股份有限公司（下称"托伦斯精 密"）、江阴邦特新材料科技股份有限公司（下称"邦特科技"）、深圳智岩科技股份有限公司（下称"智 岩科技"）、珠海格莱利摩擦材料股份有限公司（下称"格莱利"）、长沙北斗产业安全技术研究院集团 股份有限公司（下称"北斗院"）、广东炬森精密科技股份有限公司（下称"炬森精密"）、广东百利食品 股份有限公司（下称"百利食品"）7家公司进行了上市辅导备案。 IPO日报注意到，托伦斯精密刚刚在去年12月完成了亿元的融资，由国新基金领投；邦特科技一季度净 利润0.12亿元，同比下滑35.76%；智岩科技获顺为资本、高瓴创投、IDG资本等机构参投；北斗院在科 创板IPO终止半年后卷土重来；服务于欧派家居、索菲亚、好莱客等知名家居品牌的炬森精密2024年降 收却增利；刚登陆新三板的百利食品谋求北交所上市。 来源：张力 五个月前融资亿元，国新基金领投 天眼查显示，托伦斯精密经历了5轮融资，如 Pre-A轮、A ...