亚星化学1月19日公告，预计2025年年度实现归属于上市公司股东的净利润为-17,400万元到-14,500万 元，与上年同期（法定披露数据）相比，将继续亏损。公司预计2025年年度实现归属于上市公司股东的 扣除非经常性损益的净利润为-23,400万元到-19,500万元，与上年同期（法定披露数据）相比，将继续 亏损。 ...

Financial Performance Expectations - The company expects a net profit attributable to shareholders for 2025 to be between -174 million and -145 million RMB, indicating continued losses compared to the previous year[3]. - The net profit attributable to shareholders, excluding non-recurring gains and losses, is projected to be between -234 million and -195 million RMB, also reflecting ongoing losses year-over-year[3]. - In the previous year, the total profit was -98.33 million RMB, with a net profit attributable to shareholders of -97.03 million RMB, and a net profit excluding non-recurring gains and losses of -155.84 million RMB[5]. - The company continues to face significant financial challenges, with expectations of further losses in the upcoming fiscal year[3]. Business Performance and Challenges - The company faced declining performance in its main business due to intensified market competition, leading to low product prices and compressed gross margins[7]. - New projects, including a 45,000-ton high-end material (PVDC) project and other industrialization projects, have begun trial production but have not yet impacted the 2025 annual performance[7]. - Financial expenses have increased year-over-year due to higher funding needs for both operational and new project construction[7]. Compensation and Financial Data - The company received a compensation of 46.74 million RMB for relocation-related losses, which will positively affect the net profit and net assets at the end of 2025[7]. - The performance forecast data is based on preliminary calculations by the finance department and has not yet been audited by certified public accountants[8]. - Investors are advised to be cautious as the forecast data is preliminary and the final audited financial data will be disclosed in the official annual report[9].

Core Viewpoint - The A-share market is experiencing a wave of merger and acquisition (M&A) terminations, with at least 30 companies announcing the cessation of major asset restructuring plans since November 2025, reflecting a significant trend in the market [2][18]. Group 1: M&A Termination Trends - Since November 2025, over 60 companies in the A-share market have terminated or stopped major asset restructuring plans, indicating a "termination tide" in M&A activities [2][18]. - The termination of M&A deals is not an isolated incident, as it has become a common occurrence in the current market environment [2][18]. - The reasons for these terminations often include changes in market conditions and disagreements on core terms, which are common across various cases [3][19]. Group 2: Challenges in M&A Processes - Companies face significant challenges in information disclosure, as they are required to announce restructuring plans within 10 trading days, leaving little time for thorough due diligence and negotiations [4][20]. - The rapid disclosure requirements lead to a situation where companies may not fully understand the complexities of the deal, resulting in disagreements during negotiations [5][21]. - The current regulatory framework emphasizes quick disclosures, which can increase the risk of negotiations breaking down later in the process [5][21]. Group 3: Market Dynamics and Regulatory Environment - The regulatory environment has shifted towards stricter disclosure requirements, which, while aimed at improving the quality of M&A transactions, has also made the negotiation process more challenging [7][25]. - The "merger six rules" and other encouraging policies have led to a surge in M&A activities, but the increase in terminated deals suggests a need for a more balanced approach to regulation [8][24]. - The market is currently characterized by a high level of activity, but the increasing number of failed transactions may lead to a more rational perspective among investors regarding the risks associated with M&A [26][27]. Group 4: Specific Case Studies and Insights - A significant portion of terminated deals is attributed to disagreements over valuation, with approximately 45% of cases citing this as a primary reason [10][27]. - Specific examples illustrate the challenges faced during negotiations, such as disagreements over valuation premiums and the complexities of cross-industry mergers [11][29]. - The quality of target assets and regulatory compliance issues also play critical roles in the success or failure of M&A transactions, with many deals being terminated due to undisclosed liabilities or insufficient regulatory approval [33].

登录新浪财经APP 搜索【信披】查看更多考评等级 图片来源：界面图库 智通财经记者 | 牛其昌 智通财经编辑 | 宋烨珺 2025年11月初，亚星化学（600319.SH）宣布筹划并购重组，计划以"发行股份+支付现金"方式收购天一化学100%股权。 几乎在同一时间，东珠生态（603359.SH）的投资者也在焦急地询问董秘，公司两个月前筹划并购"凯睿星通"是否取得积极进展。 然而，刚刚进入2026年，两家上市公司几乎在同一时间宣布交易告吹。 事实上，近期类似亚星化学和东珠生态终止并购的情况并非孤例。临近2025年末，A股市场掀起了一波并购重组"终止潮"，且在持续中。 据智通财经不完全统计，自2025年11月起，A股市场已有至少30家上市公司公告终止或停止实施重大资产重组计划，并购标的中不乏半导体、卫星通信、 人工智能等热门行业的代表企业。 而放眼整个2025年，A股并购市场亦呈现出明显的"冰与火"态势。一方面是"并购六条"等政策暖风下的市场繁荣，另一方面是不断攀升的重组终止案例， 全年累计已经超60家上市公司。 并购重组"终止潮"反映了哪些问题？背后有哪些深层原因？对此，智通财经采访了包括上市公司、投行在内的多 ...

Group 1 - The core point of the article is that Yaxing Chemical (600319) has announced the termination of its significant asset restructuring plan, which involved the acquisition of 100% equity of Shandong Tianyi Chemical through a combination of share issuance and cash payment [1] - The main reason for the termination of the transaction is attributed to changes in the market environment and a lack of consensus among the parties involved regarding key issues such as core demands and the estimated value of the target assets [1] - Despite the termination of the restructuring, Yaxing Chemical's stock performance in 2025 was notable, with an annual increase of 93.3%, contrasting sharply with the company's declining financial performance [1] Group 2 - Yaxing Chemical reported a net loss attributable to shareholders of 144 million yuan in the first three quarters of 2025, exceeding the total loss of 97 million yuan for the entire year of 2024 [1] - The valuation work for the target assets was not completed, and there were disagreements between the parties regarding the direction of the valuation assessment [1]

Group 1 - The company has recently started trial production of hexachlorocyclotriphosphazene, which is currently in the testing phase [2] - The average purity of the products produced has been self-tested by the company and is reported to be 99.9% [2]

2026年1月13日晚间，亚星化学公告终止筹划近两个月的重大资产重组事项，决定不再推进以"发行股份 +支付现金"方式收购山东天一化学100%股权及配套融资计划。 对于未来1个月公司的产业整合与资本运作，上述相关人士回复记者称目前没有任何计划。收购标的早 存隐忧 关于此次交易终止的核心原因，公司归结为市场环境变化及交易各方在核心诉求、标的资产预估价值等 关键问题上未能达成一致。 亚星化学相关人士回应《每日经济新闻》记者表示，标的资产估值交易基准日为2025年12月31日，目前 估值工作尚未完成，双方在估值判断方向上存在分歧。受该消息影响，1月14日公司股价收跌2.67%， 报8.03元/股。而公司股价从2025年11月18日复牌后最高大涨至11.85元，最新收盘价较11.85元下跌 32.24%。 值得关注的是，尽管此次重组落幕，但亚星化学2025年股价表现亮眼，全年涨幅达93.3%，与公司业绩 颓势形成鲜明反差。公开数据显示，亚星化学2025年前三季度归母净利润亏损1.44亿元，已超2024年全 年0.97亿元的亏损额。此次收购终止后，亚星化学依托外延式并购扭亏的路径落空，未来主业突围或将 面临更大挑战。收购 ...

Core Viewpoint - Weifang Yaxing Chemical Co., Ltd. has announced the termination of its acquisition of 100% equity in Shandong Tianyi Chemical Co., Ltd., marking another setback in its attempts to transform through external mergers and acquisitions since facing operational difficulties in 2019 [1][2]. Group 1: Acquisition Termination - The termination of the acquisition is attributed to the failure of the parties involved to reach consensus on key issues such as core demands and asset valuation [1][2]. - The acquisition was initially seen as a crucial step for Yaxing Chemical to enhance its profitability and core competitiveness, as Tianyi Chemical is a leading player in the brominated flame retardant sector with a high market share [2][3]. Group 2: Internal Projects and Future Strategy - Following the termination, Yaxing Chemical's focus has shifted entirely to internal projects, with recent announcements of trial production for its high-end materials project and other chemical projects [3]. - These internal projects are viewed as critical for the company's transformation and profitability, although they face uncertainties in market development and cost control [3][4]. Group 3: Historical Context and Industry Challenges - This is not the first time Yaxing Chemical has faced challenges in its transformation efforts, as previous attempts at mergers and acquisitions have also failed, reflecting broader challenges in the chemical industry regarding valuation expectations and market realities [4][5]. - Experts suggest that other chemical companies under transformation pressure should optimize their acquisition strategies by thoroughly assessing technical feasibility and market risks during due diligence [5].

Group 1 - The company recently launched a new product, hexachlorocyclotriphosphazene, which is a multifunctional synthetic precursor, not hexafluorocyclotriphosphazene as inquired by an investor [2] - Hexachlorocyclotriphosphazene can undergo nucleophilic substitution reactions, allowing the chlorine atoms on its phosphazene ring to be replaced by various organic or inorganic groups, leading to a wide range of derivatives [2] - These derivatives exhibit significantly different material properties, which can be precisely tuned for applications in high-temperature engineering and biomedicine by introducing different side groups [2] Group 2 - The product is currently in the trial production stage, with an average purity of 99.9% as measured by the company [2]

亚星化学2022年定增募资3亿元。经中国证券监督管理委员会《关于核准潍坊亚星化学股份有限公 司非公开发行股票的批复》（证监许可[2022]1254号）批准，潍坊亚星化学股份有限公司非公开发行人 民币普通股(A股)72,115,384股，每股面值人民币1元，发行价格为人民币4.16元/股，募集资金总额为人 民币299,999,997.44元，扣除各项发行费用人民币2,979,933.96元(不含增值税)，实际募集资金净额为人 民币297,020,063.48元。上述募集资金已于2022年7月22日转入公司募集资金专项账户。 公司原拟通过发行股份及支付现金的方式购买山东天一控股集团股份有限公司等24名股东持有的山 东天一化学股份有限公司100%股权。同时，公司拟向包括潍坊市城市建设发展投资集团有限公司（以 下简称"潍坊市城投集团"）在内的不超过35名符合条件的特定投资者发行股份募集配套资金。 本次交易标的资产的交易价格尚未最终确定，根据标的公司未经审计的财务数据初步判断，本次交 易预计构成重大资产重组。本次发行股份及支付现金购买资产交易对方之一潍坊市华潍人才股权投资基 金合伙企业（有限合伙）系公司控股股东潍坊市城 ...