Core Viewpoint - The major asset restructuring of Debang Lighting (603303) has attracted inquiries from the Shanghai Stock Exchange, focusing on the fairness of the asset pricing and the financial health of the target company, Jiali Co., Ltd. [2] Group 1: Asset Pricing and Valuation - The transaction involves Debang Lighting purchasing 60.9171 million shares of Jiali Co. from shareholders for a total of 1.454 billion yuan, which will give Debang a 67.48% stake in Jiali [2] - The valuation of Jiali Co. was assessed at 1.401 billion yuan, showing an increase of 441 million yuan (45.92%) compared to the book value of 960 million yuan [3] - The Shanghai Stock Exchange has raised concerns regarding the valuation methods used, particularly the asset-based approach versus market-based valuations, and the rationale behind the pricing compared to Jiali's market performance [3] Group 2: Capacity and Asset Management - Jiali Co. has reported fixed asset balances of 966.82 million yuan, 1.037 billion yuan, and 1.005 billion yuan for the years 2023, 2024, and the first eight months of 2025, respectively [4] - The Exchange has requested clarification on the reasons for the increase in fixed assets and construction in progress, as well as an analysis of potential overcapacity risks [5] Group 3: Receivables and Inventory Risks - Jiali Co.'s accounts receivable were valued at 857.97 million yuan, 1.130 billion yuan, and 1.061 billion yuan, representing 25.05%, 30.68%, and 29.11% of total assets, with bad debt provisions of 5.23%, 5.46%, and 6.58% [6] - The Exchange has asked for a detailed explanation of overdue accounts, the adequacy of bad debt provisions, and the potential risks associated with receivables and inventory [7] Group 4: Asset Quality and Compliance - Jiali Co. has unregistered properties in specific locations, raising concerns about potential compliance and valuation issues related to these assets [8] - The Exchange has requested an assessment of the impact of these unregistered properties on the company's ongoing operations and the transaction's valuation [8] Group 5: Profitability Concerns - Jiali Co. has experienced a decline in revenue, net profit, and gross margin over the past three years, with reported losses in the first eight months of 2025 [9] - The Exchange has sought explanations for the declining profitability and the strategic plans for integrating Jiali Co. post-acquisition [9] - Debang Lighting has expressed confidence in the synergies between the two companies, aiming to enhance cost control and market presence in the automotive lighting sector [10]

横店集团得邦照明股份有限公司（以下简称"公司"）于 2026 年 1 月 22 日 收到上海证券交易所上市公司管理一部《关于对横店集团得邦照明股份有限公司 重大资产重组草案的信息披露的问询函》（上证公函【2026】0085 号）（以下简 称"《问询函》"），现将《问询函》内容公告如下： "横店集团得邦照明股份有限公司： 2026 年 1 月 13 日，公司披露重大资产购买报告书（以下简称草案），拟现 金购买浙江嘉利（丽水）工业股份有限公司（以下简称嘉利股份或标的公司）的 67.48%股份（以下简称本次交易）。经审阅你公司披露的草案，现有以下问题需 要你公司作出说明和补充披露。 一、关于定价公允性。本次交易采用资产基础法与市场法对标的公司股东的 全部权益价值进行评估，并采用资产基础法评估结果作为评估结论。评估基准日， 嘉利股份全部权益价值为 140,051.98 万元，与嘉利股份合并报表口径的归属于 母公司股东权益账面价值 95,980.50 万元相比，评估增值 44,071.48 万元，增值 率为 45.92%。上市公司支付 65,375.10 万元现金向嘉利股份实控人及财务投资 人购买 6,091.71 万 ...

得邦照明公告称，于2026年1月22日收到上交所《问询函》。1月13日公司披露草案，拟现金购买嘉利股 份67.48%股份。上交所要求公司就多项问题作出说明和补充披露，包括定价公允性，如老股转让作价 高于新三板市值的原因及合理性；固定资产与在建工程，分析新增原因及减值充分性；应收账款与存 货，说明坏账及跌价准备计提的充分性；瑕疵资产对交易的影响；标的资产盈利能力下降原因及收购后 的整合管控安排等。公司需在十个交易日内书面回复并修改草案。 ...

Core Viewpoint - The lighting equipment sector experienced a slight increase of 0.04% on January 21, with Xiaosong Co. leading the gains. The Shanghai Composite Index closed at 4116.94, up 0.08%, while the Shenzhen Component Index closed at 14255.12, up 0.7% [1]. Group 1: Market Performance - Xiaosong Co. (002723) led the sector with a closing price of 9.03, reflecting a gain of 2.50% and a trading volume of 117,500 shares, amounting to a transaction value of 106 million yuan [1]. - Other notable performers included Sanxiong Aurora (300625) with a closing price of 12.79, up 0.95%, and Debang Lighting (603303) at 14.29, up 0.92% [1]. - The overall trading volume and transaction values for various companies in the lighting equipment sector were detailed, indicating active market participation [1]. Group 2: Capital Flow - The lighting equipment sector saw a net outflow of 25.49 million yuan from institutional investors, while retail investors contributed a net inflow of 35.79 million yuan [2]. - The capital flow data highlighted that Xiaosong Co. experienced a net inflow of 4.08 million yuan from institutional investors, while it faced a net outflow of 4.04 million yuan from speculative funds [3]. - Other companies like Hengtai Lighting (920339) and Debang Lighting (603303) showed mixed capital flows, with varying degrees of net inflows and outflows from different investor categories [3].

Investment Rating - The report maintains an "Outperform the Market" rating for the home appliance industry [5][6][12]. Core Views - The home appliance sector is expected to recover in 2026, driven by the continuation of national subsidies and stabilization of exports, suggesting a positive outlook for leading white goods companies [1][12][18]. - December retail performance for home appliances showed signs of bottoming out, with significant declines in major appliances but a relatively stable performance in small appliances [1][19]. - The report highlights the resilience of leading companies in the home appliance sector, with a focus on white goods, which are expected to maintain steady growth despite high base effects [12][13]. Summary by Sections 1. Key Recommendations - Recommended companies include Midea Group, Haier Smart Home, TCL Smart Home, Gree Electric Appliances, and Hisense Home Appliances for white goods; Hisense Visual for black goods; and Roborock, Bear Electric, and Ecovacs for small appliances [4][12][13]. 2. December Retail Performance - In December, the retail sales of major appliances saw declines exceeding 20%, while small appliances showed slightly better demand, with air fryers experiencing growth [1][19]. - The offline sales channels for major appliances faced declines of over 40%, while kitchen small appliances remained relatively stable [1][19]. 3. Export Performance - In December, China's home appliance exports decreased by 8.1% year-on-year, with air conditioners facing a significant decline of 20.7% [2][37]. - Other categories like refrigerators and washing machines showed modest growth, indicating a mixed performance across different product lines [2][37]. 4. U.S. Market Insights - U.S. retail sales for home appliances showed a slight increase of 0.8% in November, indicating a gradual return to stable growth despite challenges such as tariffs and inflation [3][43]. - The inventory levels in U.S. appliance stores are returning to normal, suggesting improved market conditions [3][43]. 5. Company Earnings Forecasts - The report provides earnings forecasts for key companies, indicating expected EPS growth for Midea Group, Gree Electric Appliances, and Haier Smart Home, among others, with all rated as "Outperform the Market" [5][76].

Group 1 - The lighting equipment sector increased by 2.72% on January 19, with Qunshang Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4114.0, up 0.29%, while the Shenzhen Component Index closed at 14294.05, up 0.09% [1] - Qunshang Co., Ltd. saw a closing price of 3.19, with a rise of 10.00%, and a trading volume of 756,600 shares, amounting to a transaction value of 234 million yuan [1] Group 2 - The main funds in the lighting equipment sector had a net inflow of 104 million yuan, while retail investors experienced a net outflow of 61.36 million yuan [2] - The trading data shows that Qunshang Co., Ltd. had a net inflow of 84.74 million yuan from main funds, accounting for 36.16% of its trading volume [3] - Sunshine Lighting had a net inflow of 26.89 million yuan from main funds, representing 12.61% of its trading volume [3]

Group 1: Innovation Layer Implementation - The National Equities Exchange and Quotations (NEEQ) plans to implement six rounds of innovation layer upgrades in 2026, starting on January 30, February 27, March 31, April 30, May 29, and August 31 [3][12][14] - In 2025, a total of 281 companies successfully upgraded to the innovation layer, with an average revenue of 572 million yuan and an average net profit of 58.32 million yuan for 2024 [15][19] Group 2: Newly Listed Companies - Eight new companies were listed from January 12 to January 18, 2026, with an average revenue of 527 million yuan and an average net profit of 56.52 million yuan [19][20] - Tian Da Co., Ltd. focuses on special intermediate alloys and superconducting materials, achieving breakthroughs in production technology [22][24] - Youyun Technology provides internet data center services and has established partnerships with major companies like Tencent and Alibaba [37][38] - Qingshi Biological ranks second in the domestic research service market for gene synthesis and Sanger sequencing [44][47] Group 3: Market Dynamics - The market saw 219 block trades this week, with significant transactions from companies like Minshan Environmental and Weihan Machinery [5][19] - Debang Lighting plans to acquire New Third Board company Jiali Co., Ltd., which will result in holding 67.48% of the total shares post-transaction [5][19] - The total market capitalization of listed companies on the New Third Board reached 25,181.94 billion yuan by the end of 2025 [5][19]

Core Viewpoint - The article highlights the evolution and diversified business model of Hengdian Group, emphasizing its significant contributions to the film and tourism industry while also noting its substantial revenue from other sectors like electronics and pharmaceuticals [4][11]. Group 1: Company Overview - Hengdian Group has transformed from a local silk factory established in 1975 into a large conglomerate with total assets exceeding 100 billion yuan, spanning industries such as film and tourism, electronics, pharmaceuticals, and modern services [4][9][10]. - The founder, Xu Wenrong, and his son, Xu Yong'an, are described as low-profile billionaires, with the company’s wealth being attributed to collective efforts rather than individual ownership [11][12]. Group 2: Film and Tourism Industry - Hengdian has developed into the world's largest film shooting base, generating over 35 billion yuan annually from its film and tourism sectors, although this only accounts for less than 10% of the group's total revenue [4][5]. - The group offers free filming locations to attract film crews, resulting in a loss of approximately 20 million yuan annually, but this strategy has significantly boosted the local film industry and related services [5][6]. - In 2023 and 2024, Hengdian Film City is projected to receive 15.24 million and 13.93 million visitors, generating revenues of 2.638 billion yuan and 2.867 billion yuan, respectively [7]. Group 3: Financial Performance - Hengdian Group reported revenues of 94.2 billion yuan for the fiscal year 2024, with net profits reaching 3.124 billion yuan [9][10]. - Hengdian Film, the group's only publicly listed company, generated 1.971 billion yuan in revenue for 2024, with nearly 90% coming from cinema operations [7]. Group 4: Challenges and Adaptations - The company faces challenges such as declining market share in the magnetic materials sector and competition from short video formats in the film industry [14][15]. - Hengdian is adapting by investing in new projects, including a 12GW new energy battery project and expanding its airport facilities, with total investments in ongoing projects amounting to 11.678 billion yuan [14][15]. Group 5: Community Impact - The transformation of Hengdian from a small town with low income to a renowned "Oriental Hollywood" has significantly increased local residents' average annual income to 70,000 yuan [16].

Investment Rating - The investment rating for the company is "Outperform the Market" (maintained) [2][24]. Core Viewpoints - The company announced its intention to acquire 67.48% of Zhejiang Jiali Industrial Co., Ltd. for a total transaction price of 1.454 billion yuan, which will make the company the controlling shareholder of Jiali [3]. - The acquisition focuses on the automotive lighting sector, which is expected to enhance the company's strategic positioning and competitiveness in this growing market [3][24]. - The automotive lighting sector is projected to have good growth potential and opportunities for domestic substitution, with the company expected to benefit from synergies in technology, product development, supply chain, and customer resources [3][24]. - The profit forecast for the company has been adjusted downwards due to tariff and exchange rate impacts, with expected net profits for 2025-2027 being 290 million, 340 million, and 380 million yuan respectively, reflecting a year-on-year change of -17%, +18%, and +12% [3][24]. Company Overview - The company is a leading player in general lighting exports in China, with advantages in efficient flexible production, supply chain management, and quality control [3]. - Jiali, the target of the acquisition, is a well-established automotive lighting manufacturer with a diverse customer base, including both domestic and international automotive brands [5]. - Jiali's revenue is primarily derived from automotive lighting, with a stable revenue scale but some pressure on profitability. In 2024, Jiali's revenue is expected to be 2.68 billion yuan, a decrease of 3.9% year-on-year [6]. Industry Insights - The automotive lighting industry in China is expected to grow significantly, with the market size projected to reach approximately 65.12 billion yuan by 2025 and 88.22 billion yuan by 2030, reflecting a compound annual growth rate of 6.3% from 2025 to 2030 [17]. - The industry is characterized by high entry barriers, including customer resources, technology, and quality certification, making it a relatively high-quality segment within automotive components [17]. - Technological advancements in the industry, such as ADB and DLP systems, are enhancing user experience and increasing product value, which may benefit domestic manufacturers with strong technical capabilities [18].

Core Viewpoint - The acquisition of 67.48% of Jiali Co. by Debang Lighting for a total consideration of 1.45 billion yuan raises concerns due to the absence of performance commitments and impairment compensation, despite the target company being a mature enterprise with predictable earnings [1][5][8]. Group 1: Acquisition Details - Debang Lighting plans to acquire Jiali Co. through cash payments and subscription of new shares, with a total transaction value of approximately 1.45 billion yuan [1][3]. - The acquisition will result in Debang Lighting holding 16,091,710 shares of Jiali Co., representing 67.48% of its total share capital, making it a controlling subsidiary [3][12]. - The transaction is classified as a major asset restructuring, as Jiali Co.'s total assets and revenue will account for over 60% of Debang Lighting's corresponding figures [3][6]. Group 2: Valuation Methodology - The valuation method used for the acquisition is the asset-based approach, which allowed Debang Lighting to avoid mandatory performance commitments [6][9]. - As of the valuation date, the total equity book value of Jiali Co. was approximately 959.81 million yuan, with an assessed value of about 1.4 billion yuan, resulting in a value increase rate of 45.92% [6][8]. - Critics argue that the asset-based approach is inappropriate for a mature company like Jiali Co., which has consistent earnings and could have been evaluated using the income approach [8][9]. Group 3: Financial Performance of Jiali Co. - Jiali Co. has experienced a decline in profitability, with net profits of 115 million yuan in 2022, 112 million yuan in 2023, and a projected loss of 13 million yuan in the first eight months of 2025 [13]. - The company has faced challenges in its attempts to go public, having terminated two IPO attempts in recent years [13]. - The absence of performance commitments raises questions about the protection of minority shareholders' interests in Debang Lighting following the acquisition [2][12].