天创时尚公告称，经初步测算，2025年度归属于母公司所有者的净利润为1200万元到1600万元，扣非净 利润为1000万元到1400万元，与上年同期-9081.41万元的净利润相比，实现扭亏为盈。上年同期扣非净 利润为-9711.67万元。公司主营时尚鞋履服饰业务，通过聚焦爆品、研产销协同、全渠道转型等举措实 现提质增效。具体财务数据以经审计的年报为准。 ...

Core Viewpoint - Recent changes in the transfer of control rights in listed companies indicate a shift towards more structured and regulated transactions, aiming to prevent speculative behaviors and ensure that only capable buyers engage in acquisitions [4][11][12]. Group 1: Changes in Control Rights Transfer - The transfer of control rights in listed companies has seen a significant increase, with new practices emerging, such as shareholders relinquishing voting rights and committing to long lock-up periods [3][7]. - For instance, Huashi Technology (301218.SZ) reported a transfer of 11.32% of its shares while the original shareholders gave up 33.97% of their voting rights, indicating a trend away from voting rights delegation [3][9]. - New shareholders in companies like ST Keli Da (603828.SH) and Tian Chuang Fashion (603608.SH) are committing to a 60-month lock-up period, while original shareholders are agreeing to a 36-month lock-up [3][9]. Group 2: Regulatory and Market Implications - The recent changes are seen as a response to the explosive growth in control rights transactions, which have led to excessive stock price increases and potential market manipulation [4][11]. - Analysts suggest that these commitments will lead to a restructuring of evaluation standards and a more complex design of transaction schemes, promoting a competitive environment where only strong, demand-driven buyers prevail [5][12]. - The introduction of regulations by the China Securities Regulatory Commission (CSRC) prohibiting the delegation of voting rights further emphasizes the move towards stricter control in these transactions [10]. Group 3: Long-term Commitments and Financial Integrity - The new requirements, such as a 60-month non-transfer period and a minimum of 50% self-funding for acquisitions, aim to create a "risk firewall" and prevent the transfer of risks to the listed companies [13][14]. - These measures are intended to protect the integrity of listed companies and ensure that funds are used to enhance core business operations rather than for personal asset support [14]. - The shift signifies a transition from valuing control rights as mere power to recognizing the long-term responsibilities associated with governance and shareholder value creation [14].

Group 1 - The core viewpoint of the article highlights a new trend in A-share control transactions, where five companies have collectively committed to a 60-month lock-up period for their acquisitions, significantly exceeding the 18-month legal minimum [1] - The companies involved in this trend include Tianchuang Fashion, Aolian Electronics, Zhongzhi Holdings, ST Keli Da, and Jianghua Micro, all of which have announced the extension of their share lock-up periods [1] - A private equity insider indicated that many recent acquisition projects have failed to materialize due to disagreements over lock-up period terms, contrasting sharply with the booming A-share merger and acquisition market since 2025 [1] Group 2 - Since the implementation of supportive policies like the "merger and acquisition six guidelines," the number of A-share merger cases and transaction volumes has significantly increased, showcasing various innovations in acquisition methods and structural entities [1] - The emergence of cases with 60-month extended lock-up periods marks a notable departure from the previously common short-term lock-up practices in the market [1] - The article suggests that the recent concentration of such long lock-up period cases reflects a shift in capital logic and market behavior in the context of A-share acquisitions [1]

| 证券代码：603608 | 证券简称：天创时尚 | 公告编号：临 2026-005 | | --- | --- | --- | | 债券代码：113589 | 债券简称：天创转债 | | 天创时尚股份有限公司 关于公司股票及可转债交易异常波动公告 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载、误导性陈述或者重大 遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 重要内容提示： 天创时尚股份有限公司（以下简称"天创时尚"或"公司"）股票于 2026 年 1 月 20 日、1 月 21 日、1 月 22 日连续三个交易日内收盘价格涨幅偏离值累计 超过 20%，根据《上海证券交易所交易规则》等有关规定，属于股票交易异常波 动情形。 公司"天创转债"于 2026 年 1 月 20 日、1 月 21 日、1 月 22 日连续三个 交易日内收盘价格涨幅偏离值累计超过 30%，根据《上海证券交易所可转换公司 债券交易实施细则》的相关规定，属于可转债交易异常波动情形。 截至 2026 年 1 月 22 日，"天创时尚"股票市净率为 4.78，同行业纺织 服饰（申万）市净率均值约为 2，"天创时尚"收 ...

Core Viewpoint - The company announced that its stock price experienced significant fluctuations, with a cumulative deviation of over 20% in closing prices over three consecutive trading days from January 20 to 22, 2026, indicating abnormal trading activity [1] Group 1: Stock Performance - As of January 22, the company's price-to-book ratio stood at 4.78, with the closing price increasing by over 30% compared to January 16, outperforming the Shanghai Composite Index [1] - The "Tianchuang Convertible Bond" saw a cumulative deviation of over 30% during the same period, with a closing premium of 240.90% and a conversion premium rate of 247.68%, suggesting an excessively high premium [1] Group 2: Corporate Actions - In 2025, the company disclosed plans for a change in control, with Quanzhou Hetian intending to transfer 19.95% of its shares to Anhui Xianrui, pending approval [1] - Investors are reminded to be cautious regarding potential risks associated with the ongoing corporate actions [1]

Core Viewpoint - Tianchuang Fashion (603608) experienced a trading halt today, with a turnover rate of 16.45% and a transaction amount of 805 million yuan, indicating significant market interest and activity [2] Trading Activity - The stock reached a daily limit increase, with a deviation value of 9.91%, leading to its listing on the Shanghai Stock Exchange's watchlist [2] - The net buying amount from brokerage seats totaled 35.92 million yuan, with the top five brokerage seats contributing a total transaction of 234 million yuan, including 135 million yuan in buying and 99.25 million yuan in selling [2] - The largest buying and selling brokerage was Guotai Junan Securities Headquarters, with buying amounting to 57.77 million yuan and selling at 31.48 million yuan [2] Market Sentiment - Over the past six months, the stock has appeared on the watchlist eight times, with an average price increase of 1.11% the day after being listed and an average increase of 1.64% over the following five days [2] - Today's net inflow of main funds was 65.87 million yuan, with large orders contributing 59.92 million yuan and big orders adding 5.95 million yuan [2] - In the last five days, the net inflow of main funds reached 148 million yuan [2] Financial Performance - According to the Q3 report released on October 31, 2025, the company achieved a total revenue of 744 million yuan in the first three quarters, reflecting a year-on-year decline of 7.12%, and reported a net profit of -5.23 million yuan [2]

Core Viewpoint - The apparel and home textile sector experienced a rise of 1.36% on January 22, with Tianchuang Fashion leading the gains, while the overall market indices showed modest increases [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4122.58, up 0.14% [1]. - The Shenzhen Component Index closed at 14327.05, up 0.5% [1]. - The apparel and home textile sector saw significant individual stock movements, with Tianchuang Fashion rising by 10.05% to a closing price of 12.05 [1]. Group 2: Stock Performance - Tianchuang Fashion (603608) led the sector with a closing price of 12.05 and a trading volume of 690,400 shares, resulting in a transaction value of 805 million [1]. - Kanglongda (603665) and Aokang International (603001) also performed well, with increases of 10.00% and 9.84%, respectively [1]. - Other notable performers included Tanuo (300005) with a 5.22% increase and ST Butu (002569) with a 4.98% increase [1]. Group 3: Capital Flow - The apparel and home textile sector saw a net inflow of 22.02 million in main funds, while retail investors contributed a net inflow of 94.86 million [2]. - The sector experienced a net outflow of 117 million from speculative funds [2]. - Tianchuang Fashion had a main fund net inflow of 66.42 million, despite a net outflow from retail investors of 52.57 million [3].

Core Viewpoint - The announcement of a proposed change in control for Jianghua Microelectronics by Shanghai Fuxun Technology, which includes a 60-month share lock-up period, has sparked significant discussion in the capital market regarding extended lock-up periods, which exceed the statutory 18-month requirement by more than double [1]. Group 1: Control Change Cases - Jianghua Microelectronics is the fifth case in the A-share market within a month to feature a 60-month extended lock-up period for control changes, alongside Tianchuang Fashion, Aolian Electronics, Zhongchi Co., and ST Keli Da [1]. - The trend of extending lock-up periods to 60 months reflects a collective shift in the capital logic behind these transactions, indicating a focus on long-term investment strategies [1][11]. Group 2: Transaction Characteristics - The five cases predominantly utilized equity agreement transfers without employing the previously common voting rights entrustment model, likely due to regulatory uncertainties surrounding the latter [2]. - All five cases feature a 60-month lock-up commitment, signaling a strong long-term investment orientation from the acquirers [4]. - The funding sources for these transactions are primarily from the acquirers' own funds, with at least 50% of the total transaction amount being self-funded, enhancing transaction security [5][6]. Group 3: Pricing and Valuation - The transactions generally involved discounted pricing, with the transfer prices being lower than the closing prices prior to the announcements, which helps balance the interests of both parties involved [7][8]. - Jianghua Microelectronics' transfer price was set at 20 yuan per share, reflecting a discount of 6.63% compared to the previous closing price [8]. Group 4: Company Fundamentals - The companies involved are primarily small to mid-cap firms, with Jianghua Microelectronics having a market capitalization close to 10 billion yuan, while the others range between 3 billion to 5 billion yuan [9][10]. - Financial performance indicates that these companies are generally under pressure, with many facing declining profitability or losses, highlighting the need for strategic control changes [9][10].

Market Performance - The apparel and home textile sector increased by 0.69% on January 21, with Mengjie Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4116.94, up 0.08%, while the Shenzhen Component Index closed at 14255.12, up 0.7% [1] Top Gainers - Mengjie Co., Ltd. (002397) closed at 4.68, up 10.12% with a trading volume of 508,700 shares and a transaction value of 228 million [1] - Tianchuang Fashion (603608) closed at 10.95, up 10.05% with a trading volume of 156,700 shares and a transaction value of 170 million [1] - Other notable gainers include Zhongyin Fashion (300901) at 17.95, up 3.82%, and Jiemai Co., Ltd. (301088) at 17.70, up 3.57% [1] Market Trends - The apparel and home textile sector saw a net inflow of 134 million in main funds, while retail investors experienced a net outflow of 115 million [2] - The overall market sentiment indicates a mixed response, with some stocks experiencing significant gains while others faced declines [2] Individual Stock Flows - Mengjie Co., Ltd. had a main fund net inflow of 42.64 million, but retail investors showed a net outflow of 23.41 million [3] - Tianchuang Fashion also saw a main fund net inflow of 35.28 million, with retail investors experiencing a net outflow of 21.96 million [3] - Other stocks like Langzi Co., Ltd. (002612) and Zhiyou Meijia (003041) showed varying levels of net inflows and outflows among main funds and retail investors [3]

Group 1 - The core viewpoint of the article highlights the decline in the number of enterprises in the leather, fur, feather, and footwear industries in China, with a total of 8,783 enterprises reported for the period from January to November 2025, representing a decrease of 123 enterprises or a 1.38% year-on-year decline [1][1][1] Group 2 - The report indicates that the proportion of leather, fur, feather, and footwear enterprises within the total industrial enterprises stands at 1.67% [1][1][1] - The data referenced in the article is sourced from the National Bureau of Statistics and compiled by Zhiyan Consulting, a leading industry consulting firm in China [1][1][1] - The article mentions that the threshold for large-scale industrial enterprises has been raised from an annual main business income of 5 million yuan to 20 million yuan since 2011 [1][1][1]