Core Viewpoint - Two A-share companies, Han Jian He Shan and Kai Long Gao Ke, announced major asset restructuring plans and will resume trading on February 4, 2026 [2][4][10]. Group 1: Han Jian He Shan - Han Jian He Shan plans to acquire 99.9978% of Liaoning Xingfu New Materials Co., Ltd. through a combination of issuing shares and cash payments [4]. - The target company specializes in the research, production, and sales of aromatic products, including PEEK intermediates and various chemical intermediates, with a complete industrial chain for PEEK intermediates [5]. - The restructuring aims to enhance the company's revenue and profit growth, improve profitability and asset scale, and strengthen its core competitiveness [5]. Group 2: Kai Long Gao Ke - Kai Long Gao Ke intends to purchase 70% of Jin Wang Da's equity through issuing shares and cash payments, which is expected to constitute a major asset restructuring [10]. - Jin Wang Da focuses on the research, production, and sales of precision transmission components, which are widely used in various industrial automation scenarios [11]. - The acquisition aligns with Kai Long Gao Ke's strategic upgrade direction and is expected to enhance the company's sustainable development capabilities and long-term profitability [11].

Core Viewpoint - The company, Han Jian He Shan, announced a major asset restructuring plan to acquire 99.9978% of Xingfu New Materials through a combination of issuing shares and cash payments, while also raising supporting funds from specific investors [1][3][4]. Group 1: Transaction Details - The transaction involves issuing shares and cash to purchase the majority stake in Xingfu New Materials, with the specific ratio of shares to cash to be determined through further negotiations [3]. - The share issuance price is set at 4.38 yuan per share, which is at least 80% of the average trading price over the 20 trading days prior to the pricing date [1]. - The total amount of supporting funds raised will not exceed 100% of the transaction price for the asset purchase, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [3][4]. Group 2: Financial Implications - The funds raised will be used for cash payments related to the transaction, intermediary fees, and associated taxes, although the exact amounts are yet to be determined [4]. - The restructuring is expected to enhance the company's total assets, net assets, and operating income, thereby improving its operational capabilities [5]. Group 3: Market and Performance Concerns - The Shanghai Stock Exchange issued an inquiry regarding the significant fluctuations in Xingfu New Materials' performance, which showed a declining trend in revenue from approximately 777 million yuan in 2022 to an estimated 386 million yuan in 2025, alongside net profit fluctuations [8]. - The inquiry also requested clarification on the reasons behind Xingfu New Materials' declining performance and its market position compared to industry peers [8][9]. Group 4: Insider Information Management - The inquiry highlighted concerns about potential insider information leaks, particularly as the company's stock price hit the daily limit before the announcement, prompting a request for a detailed disclosure of the transaction process and the individuals involved [10].

Group 1 - The core point of the article is that Han Jian He Shan plans to acquire 99.9978% of Xingfu New Materials, marking its entry into the PEEK intermediate sector through a significant asset restructuring and related party transaction [1][4] - Xingfu New Materials, established in July 2014, focuses on the research, production, and sales of aromatic products, including PEEK intermediates, pesticide and pharmaceutical intermediates, and PEEK purification [1][4] - The company has signed a listing guidance agreement with CITIC Construction Investment in December 2023, aiming for a listing on the New Third Board by September 2024 [1] Group 2 - Xingfu New Materials experienced significant revenue fluctuations, with a revenue of 401 million yuan in 2024, down 34.13% year-on-year, and a net loss of 736,700 yuan, a decline of 100.54% [2] - In 2025, the company reported a revenue of 386 million yuan and a net profit of 10.09 million yuan, marking a staggering year-on-year increase of 1469.86% [2] - Han Jian He Shan's traditional business includes the research, production, and sales of prestressed concrete pipes and reinforced concrete drainage pipes, primarily used in water conservancy projects [4] Group 3 - Following the acquisition, Han Jian He Shan aims to integrate Xingfu's aromatic compound business to transition from traditional building materials to high-tech specialty engineering materials, enhancing its revenue structure and sustainability [4] - The Shanghai Stock Exchange has issued an inquiry regarding the significant performance fluctuations of Xingfu New Materials and other related issues [8] - Prior to the suspension, Han Jian He Shan's stock price reached 6.23 yuan per share, with a 10.07% increase, resulting in a total market value of 2.438 billion yuan [10]

Core Viewpoint - The company, Han Jian He Shan, announced a major asset restructuring plan to acquire 99.9978% of Xingfu New Material through a combination of share issuance and cash payment, with the share price set at 4.38 yuan per share, which is 80% of the average trading price over the previous 20 trading days [1][3] Group 1: Transaction Details - The transaction involves issuing shares and cash to purchase assets and raise matching funds, with the specific ratio of shares to cash to be determined through further negotiations [3] - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset purchase via share issuance, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [4] - The matching funds are intended to cover the cash payment for the transaction, intermediary fees, and related taxes, with the payment method and timing to be negotiated after determining the final transaction amount [4] Group 2: Company Background and Strategic Implications - Han Jian He Shan primarily engages in the production of prestressed concrete pipes (PCCP) and concrete additives, which are used in various water supply and agricultural projects [4] - Xingfu New Material focuses on the research, production, and sales of aromatic products, including specialty engineering plastics and intermediates for pesticides and pharmaceuticals [4] - The acquisition is expected to enhance Han Jian He Shan's revenue and profit growth, creating a second growth curve and improving the company's profitability and asset scale [4][5] Group 3: Regulatory Inquiry - The Shanghai Stock Exchange issued an inquiry letter to Han Jian He Shan regarding the significant fluctuations in Xingfu New Material's performance, the transaction plan, and insider information management [6][8] - The inquiry highlighted that Xingfu New Material's revenue showed a declining trend from approximately 777 million yuan in 2022 to 386 million yuan in 2025, with net profits fluctuating significantly [8] - The exchange requested additional disclosures regarding the reasons for Xingfu New Material's performance decline, its market position, and the potential risks associated with customer concentration [8][9]

Core Viewpoint - A significant capital restructuring is underway as Han Jian He Shan plans to acquire 99.9978% of Liaoning Xingfu New Material Co., Ltd. to diversify its revenue streams and create a second growth curve amid declining performance in its core business [1][11]. Group 1: Acquisition Details - Han Jian He Shan intends to issue shares and pay cash to acquire the majority stake in Xingfu New Material, which specializes in aromatic products and advanced engineering plastics [1]. - The acquisition is aimed at enhancing the company's income and profit growth potential, as the company currently operates in the prestressed concrete pipe and concrete additives sectors [1]. - The transaction's asset price is yet to be finalized, and the company plans to raise funds from up to 35 specific investors to support the acquisition [1]. Group 2: Financial Performance of Target Company - Xingfu New Material's projected revenues from 2022 to 2025 are 777 million, 609 million, 401 million, and 386 million yuan, respectively, indicating a downward trend [4]. - The company's net profit attributable to shareholders is expected to fluctuate significantly, with figures of 101 million, 136 million, -736,700, and 10.06 million yuan over the same period, reflecting substantial volatility [4]. - The Shanghai Stock Exchange has requested further clarification on the reasons behind the target company's declining revenue and performance volatility compared to industry peers [4][7]. Group 3: Financial Condition of Han Jian He Shan - As of Q3 2025, Han Jian He Shan's cash reserves are only 68 million yuan, raising concerns about its ability to finance the acquisition and related costs [6]. - The company has reported consecutive losses from 2022 to 2024, totaling 356 million, 308 million, and 231 million yuan, indicating a persistent decline in profitability [8][10]. - The company anticipates a net loss of 8 to 12 million yuan for 2025, marking a fourth consecutive year of losses [9][10]. Group 4: Market and Regulatory Concerns - The Shanghai Stock Exchange has raised questions regarding the cash payment arrangements for the acquisition and the potential impact on the company's debt repayment capacity and operational viability [6][7]. - The stock price of Han Jian He Shan experienced a notable increase just before the announcement of the acquisition, prompting scrutiny from regulatory authorities regarding potential insider trading [6][11]. - The company has acknowledged the challenges in its current business environment and the need for new revenue growth points due to uncertain industry prospects [11].

标的公司是一家专注于芳香族产品的研发、生产和销售的高新技术企业，为客户提供从小试、扩试到商 业化生产的综合性增值服务。标的公司的主要产品及服务为新一代特种工程塑料聚醚醚酮(PEEK)中间 体、农药及医药中间体系列及PEEK纯化业务。 韩建河山（603616）(603616.SH)发布公告，公司拟发行股份及支付现金购买兴福新材99.9978%股份， 并向不超过35名符合条件的特定投资者发行股份募集配套资金。公司股票于2026年2月4日开市起复牌。 通过本次重组，公司增加新的收入和利润增长点，打造第二增长曲线，提升公司的盈利能力和资产规 模，增强公司抗风险能力与核心竞争力，促进公司高质量发展，从而切实维护公司全体股东尤其是中小 股东的权益。 ...

对此，上交所要求韩建河山补充披露上市公司对本次交易中现金对价支付方面的具体安排，若上市公司 募集配套资金不达预期，结合上市公司的货币资金、资产负债情况等，说明相关现金支付安排对上市公 司偿债能力和生产经营是否存在不利影响；除预案披露的一致行动关系外，陈旭辉与其他交易对方是否 存在关联关系、一致行动关系和其他潜在利益安排，并结合本次发行股份后各方持股情况，说明本次向 交易对方发行股份是否可能影响上市公司控制权稳定性，是否可能构成《重大资产重组管理办法》规定 的重组上市情形。 另外，针对标的公司业绩大幅波动、内幕信息管理等情况，上交所也进行了追问。 北京商报讯（记者 马换换 李佳雪）2月3日晚间，韩建河山（603616）披露重组预案，公司拟通过发行 股份及支付现金的方式购买辽宁兴福新材料股份有限公司（以下简称"兴福新材"）99.9978%股份，并募 集配套资金。公司股票于2月4日起复牌。针对此次交易，上交所于当日晚间"火速"下发问询函。 据悉，截至2025年三季度末，韩建河山货币资金仅余0.68亿元。预案显示，公司拟向陈旭辉等25名交易 对方发行股份并支付现金收购标的公司99.9978%股权，并募集配套资金。募集 ...

（4）结合前述情况及相关风险等，说明标的公司业绩波动的原因，是否具备持 续稳定的盈利能力，本次并购是否有利于提升上市公司质量。 2.关于交易方案。截至 2025 年三季度末，公司货币资金仅余 0.68 亿元。预 案显示，公司拟向陈旭辉等 25 名交易对方发行股份并支付现金收购辽宁兴福新 材料股份有限公司（以下简称标的公司）99.9978%股权，并募集配套资金。募集 配套资金拟用于支付本次交易现金对价、中介机构费用及相关税费。交易对方中， 陈旭辉、高巷涵与郭振伟签署了《一致行动协议》，三人直接或间接控制标的公 司股份的比例合计为 52.51%，此外其他交易对方中包含多家合伙企业。 证券代码：603616 证券简称：韩建河山 公告编号：2026-010 北京韩建河山管业股份有限公司 关于收到上海证券交易所《关于对北京韩建河山管业 股份有限公司发行股份及支付现金购买资产预案信 息披露的问询函》的公告 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法律责任。 北京韩建河山管业股份有限公司（以下简称"公司"）于 2026 年 2 月 3 日 收到 ...

韩建河山收到上交所股票交易问询函，问询函涉及标的公司业绩大幅波动、交易方案和内幕信息管理。 问询函提到，标的公司2022年至2025年分别实现营业收入7.77亿元、6.09亿元、4.01亿元和3.86亿元，呈 现逐年下滑趋势；归母净利润分别为1.01亿元、1.36亿元、-73.67万元和1005.96万元，业绩呈现大幅波 动，整体下滑较大。 ...

Group 1 - The company, Han Jian He Shan (603616.SH), announced plans to issue shares and pay cash to acquire 99.9978% of Xingfu New Materials, while also raising funds through a share issuance to no more than 35 qualified investors [1] - Xingfu New Materials is a high-tech enterprise focused on the research, production, and sales of aromatic products, providing comprehensive value-added services from small trials to commercial production [1] - The main products and services of Xingfu New Materials include new generation specialty engineering plastics, specifically polyether ether ketone (PEEK) intermediates, as well as pesticide and pharmaceutical intermediates and PEEK purification services [1] Group 2 - Through this restructuring, the company aims to increase new revenue and profit growth points, creating a second growth curve and enhancing profitability and asset scale [1] - The acquisition is expected to strengthen the company's risk resistance and core competitiveness, promoting high-quality development and protecting the rights of all shareholders, especially minority shareholders [1]