Core Viewpoint - Lushin Investment (600783) announced the transfer of 12,940,574 shares of Shandong Tianyi Chemical Co., Ltd. to Yaxing Chemical (600319), with the specific ratio and amount of shares and cash to be determined after final transaction price negotiations [1] Group 1 - Lushin Investment's wholly-owned subsidiary, Shandong High-tech Venture Capital Co., Ltd., is involved in the share transfer [1] - The transaction involves a significant number of shares, indicating a strategic move within the chemical industry [1] - The final terms of the transaction will be negotiated between the parties involved [1]

证券代码：600319 证券简称：亚星化学 公告编号：2025-048 关于筹划发行股份及支付现金购买资产 截至本公告披露日，公司及有关各方正积极推进本次交易的相关工作。为维 护投资者利益，避免公司股价异常波动，根据上海证券交易所的相关规定，公司 股票将继续停牌。停牌期间，公司将严格按照相关法律法规、规范性文件的有关 规定推进本次交易事项的各项工作，并根据本次交易进展情况，履行信息披露义 务，待相关事项确定后，公司将及时发布相关公告并申请公司股票复牌。 截至本公告披露日，本次交易仍处于筹划阶段，具体交易方案仍在商讨论证 中，尚存在不确定性。本次交易尚需提交公司董事会、股东会审议，并经有权监 管机构批准、审核通过或同意注册后方可正式实施，最终能否实施尚存在不确定 性 ， 有 关 信 息 均 以 公 司 在 指 定 信 息 披 露 媒 体 和 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）发布的公告为准。敬请广大投资者关注后续公告并理性投资， 注意投资风险。 潍坊亚星化学股份有限公司 特此公告。 并募集配套资金暨关联交易事项的停牌进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记 ...

Core Viewpoint - The company is planning to acquire control of Tianyi Chemical through a combination of issuing shares and cash payments, while also considering the acquisition of shares from other shareholders, which is expected to constitute a significant asset restructuring and related party transaction without changing the actual controller or resulting in a reverse listing [1] Group 1 - The company will issue shares to raise matching funds for the acquisition [1] - The stock will be suspended from trading starting November 4, 2025, due to the ongoing planning stage of the transaction [1] - The specific plan is still under discussion and remains uncertain [1] Group 2 - The company aims to avoid abnormal fluctuations in stock prices by continuing the suspension until the matter is confirmed [1] - The announcement indicates that the transaction is still in the planning phase and details are yet to be finalized [1]

Core Viewpoint - Yaxing Chemical (600319.SH) is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring and related party transaction [1] Group 1: Acquisition Details - The acquisition is still in the planning stage, and there are uncertainties regarding the transaction [1] - Yaxing Chemical's stock will be suspended from trading starting November 4, 2025, for a period not exceeding 10 trading days to protect investor interests [1] - The company has signed a preliminary investment cooperation agreement with Tianyi Holdings to purchase shares of Tianyi Chemical [5] Group 2: Tianyi Chemical Overview - Tianyi Chemical, established in November 2002, specializes in the manufacturing of chemical raw materials and products, with a registered capital of 89.79 million yuan [2] - The company has a production capacity exceeding 60,000 tons annually and an annual output value of 1 billion yuan, exporting products globally [2] - Tianyi Chemical holds over 50% market share in domestic brominated flame retardants and up to 70% in certain water-based functional monomers internationally, positioning it as a "hidden champion" in its niche [3] Group 3: Financial Performance and Challenges - Yaxing Chemical reported a revenue of 641 million yuan for the first three quarters of 2025, a decrease of 2.53% year-on-year, with a net profit attributable to shareholders of -144 million yuan [5] - The company is facing significant financial pressure and has highlighted risks related to funding in its recent financial reports [6] - Yaxing Chemical is in a critical transformation phase, with several new projects requiring substantial capital investment, including a high-end material project and two other industrialization projects [6]

Core Viewpoint - Yaxing Chemical (600319.SH) is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds through share issuance [2][4] Group 1: Acquisition Details - Tianyi Chemical is a leading player in the brominated flame retardants sector and had previously planned for an IPO in 2022, which was later withdrawn in 2023 due to tightened IPO reviews and a policy shift favoring mergers and acquisitions [3][9] - Yaxing Chemical signed an investment cooperation agreement with Tianyi Holdings, the largest shareholder of Tianyi Chemical, to acquire its shares and control of Tianyi Chemical [4][5] - The final transaction price will be determined based on an evaluation report from a qualified assessment agency, with negotiations among the parties involved [4][5] Group 2: Financial Performance - Yaxing Chemical has faced significant financial challenges, reporting a net loss of 112 million yuan in 2023 and a cumulative loss of 412 million yuan by the third quarter of 2025 [6][8] - The company’s performance has been impacted by supply-demand imbalances, increased production capacity, and a weak domestic real estate market, leading to intensified competition and reduced profit margins [7][8] - As of September 2025, Yaxing Chemical's debt pressure is evident with an asset-liability ratio of 85.15% and short-term borrowings of 671 million yuan [8] Group 3: Tianyi Chemical's Performance - In contrast, Tianyi Chemical has shown strong financial performance, with reported revenues of 1.638 billion yuan and a net profit of 240 million yuan in 2021 [9] - The company aimed to achieve sales revenue exceeding 1.9 billion yuan in 2024, alongside significant tax contributions [9] - Tianyi Chemical had previously engaged in preparations for an A-share IPO, which included signing a counseling agreement with Dongxing Securities, but later withdrew its listing plans [9] Group 4: Market Impact - Yaxing Chemical's stock price has surged by 85.42% year-to-date as of November 4, enhancing its capacity for mergers and acquisitions by increasing its market capitalization [10]

Core Viewpoint - The article discusses the planned acquisition of Tianyi Chemical by Weifang Yaxing Chemical, highlighting the strategic move amidst Yaxing's declining performance and financial challenges [1][8]. Group 1: Acquisition Details - Weifang Yaxing Chemical announced plans to acquire control of Tianyi Chemical through a combination of share issuance and cash payment, along with raising supporting funds [1]. - The transaction is expected to constitute a major asset restructuring, leading to a temporary suspension of Yaxing's stock trading for up to 10 trading days [2]. - The acquisition is classified as a related party transaction due to shared controlling shareholders between the two companies [3]. Group 2: Financial Performance of Yaxing Chemical - Yaxing Chemical has experienced a decline in operational performance, with a reported revenue of 641 million yuan for the first three quarters of 2025, a year-on-year decrease of 2.53%, and a net loss of 144 million yuan [6]. - The company's cash flow from operating activities was negative 50.9 million yuan, indicating insufficient cash generation from its core business [7]. - The decline in performance is attributed to intensified competition in the CPE product market and a decrease in downstream demand, coupled with raw material prices not decreasing in tandem with finished product prices [7]. Group 3: Financial Condition and Strategic Implications - Yaxing Chemical's asset-liability ratio reached 85.15% as of September 30, 2025, significantly higher than the chemical industry average of 50%-60%, raising concerns about its financial stability [8]. - The acquisition of Tianyi Chemical is viewed as a potential strategic shift for Yaxing, aiming to enhance its profitability amid a shrinking traditional chlorine-alkali business [8][14]. - Tianyi Chemical, established in 2002, specializes in bromine series fine chemical products and had a revenue of 1.638 billion yuan and a net profit of 240 million yuan in 2021, indicating a stronger financial position compared to Yaxing [10][12]. Group 4: Challenges in the Acquisition - The acquisition is characterized as a "snake swallowing an elephant" due to the disparity in size and financial metrics between Yaxing and Tianyi [12]. - Tianyi Chemical's complex ownership structure poses significant challenges for Yaxing, with 24 shareholders, including a controlling shareholder holding 56.36% of the shares [14].

Core Viewpoint - The company Weifang Yaxing Chemical Co., Ltd. is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring [1] Group 1: Company Performance - Yaxing Chemical's core product, Chlorinated Polyethylene (CPE), once held a global market share exceeding 40%, but the company's operational performance has deteriorated in recent years [3] - For the first three quarters of 2025, Yaxing Chemical reported revenue of 641 million yuan, a year-on-year decline of 2.53%, and a net loss attributable to shareholders of 144 million yuan [3] - The company's cash flow from operating activities was negative 50.9 million yuan, indicating insufficient cash generation from its main business [4] Group 2: Reasons for Performance Decline - The decline in Yaxing Chemical's performance is attributed to intensified competition in the CPE market and reduced downstream demand, leading to significant price drops across the industry [5] - Additionally, the prices of key raw materials have not decreased in tandem with finished product prices, further pressuring the company's performance [5] Group 3: Strategic Acquisition - The acquisition of Tianyi Chemical is seen as a critical step in Yaxing Chemical's strategic transformation amid the ongoing decline of its traditional chlor-alkali business [6] - Tianyi Chemical, established in November 2002, specializes in the research, production, and sales of bromine series fine chemical products and is recognized as a "hidden champion" in the fine chemical sector [7] Group 4: Financial Comparison - The acquisition is characterized as a "snake swallowing an elephant" deal, as Tianyi Chemical reported revenue of 1.638 billion yuan and a net profit of 240 million yuan in 2021, while Yaxing Chemical's net assets were only 407 million yuan as of September 30, 2025 [8][9] - Tianyi Chemical's total assets were reported at 1.823 billion yuan and net assets at 1.210 billion yuan as of July 31, 2022 [8] Group 5: Ownership Structure Challenges - The acquisition faces uncertainties due to Tianyi Chemical's complex ownership structure, with 24 shareholders, including Shandong Tianyi Holding Group Co., Ltd. as the controlling shareholder with a 56.36% stake [9]

Group 1 - The core viewpoint of the article is that Yaxing Chemical is planning to acquire control of Shandong Tianyi Chemical through a combination of share issuance and cash payment, while also raising matching funds through share issuance [2] - Yaxing Chemical is a leading company in the global chlorinated polyethylene (CPE) industry, specializing in chlor-alkali chemical products, but has faced significant operational challenges due to cyclical industry fluctuations, resulting in a net profit loss of 97.03 million yuan in 2024 [2] - Tianyi Chemical, the target of the acquisition, is recognized as a "hidden champion" in the domestic bromine chemical sector, with an annual production capacity exceeding 60,000 tons and an annual output value reaching around 1 billion yuan [3] Group 2 - Tianyi Chemical has previously expressed intentions to enter the capital market, having signed a counseling agreement with Dongxing Securities in November 2022 to prepare for an A-share listing, but later withdrew its listing counseling record by the end of 2023 [4] - In 2021, Tianyi Chemical achieved a revenue of 1.638 billion yuan and a net profit of 240 million yuan, while in the first seven months of 2022, it reported a revenue of 1.178 billion yuan and a net profit of 227 million yuan [3]

Core Viewpoint - Yaxing Chemical has announced a suspension of trading as it plans to acquire control of Shandong Tianyi Chemical through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring and related party transaction [2][3][4] Group 1: Acquisition Details - The acquisition involves purchasing control of Tianyi Chemical, which has a complex ownership structure with 24 shareholders, including Shandong Tianyi Holding Group, the largest shareholder with a 56.36% stake [5][6] - Yaxing Chemical has signed a preliminary investment cooperation agreement with Shandong Tianyi Holding Group, but the specific transaction plan is still under discussion and remains uncertain [6][4] - The company aims to raise additional funds through share issuance to support the acquisition and ongoing projects [3][4] Group 2: Financial and Operational Challenges - Yaxing Chemical is currently facing significant operational and financial pressures, with a reported revenue of 641 million yuan for the first three quarters of 2025, a decrease of 2.53% year-on-year, and a net loss of 144 million yuan [7][8] - The company has highlighted risks related to funding, particularly for its ongoing projects, which require substantial financial investment [8][9] - Key projects, including a high-end new materials project and other chemical production initiatives, are nearing completion but are contingent on securing necessary funding [8][9]

Core Viewpoint - Company is planning to issue shares and pay cash to acquire control of Shandong Tianyi Chemical Co., Ltd. and raise supporting funds, which constitutes a major asset restructuring and related party transaction [2][4][5] Group 1: Suspension of Trading - Company’s stock will be suspended from trading starting November 4, 2025, due to the planned acquisition and fundraising activities, with an expected suspension period of no more than 10 trading days [2][3] - The suspension is aimed at protecting investor interests and ensuring fair information disclosure [2][3] Group 2: Transaction Details - The transaction involves purchasing control of Tianyi Chemical through issuing shares and cash payments, with the possibility of acquiring shares from other shareholders [4][5] - The transaction is still in the planning stage, and the specific transaction details and counterparties will be disclosed in future announcements [5][6] Group 3: Intent and Agreements - On November 3, 2025, the company signed a preliminary investment cooperation agreement with Shandong Tianyi Holding Group Co., Ltd. to acquire its shares in Tianyi Chemical [6] - The final transaction price will be determined based on an evaluation report from a qualified assessment agency [6]