宁波长鸿高分子科技股份有限公司（以下简称"公司"）正在筹划以发行股 份、可转换公司债券及支付现金的方式购买广西长科新材料有限公司 100%股权 并同时募集配套资金（以下简称"本次交易"）。 证券代码：605008 证券简称：长鸿高科 公告编号：2025-040 宁波长鸿高分子科技股份有限公司 根据上海证券交易所的相关规定，经公司申请，公司股票（证券简称：长鸿 高科，证券代码：605008）自 2025 年 7 月 8 日（星期二）开市起停牌，预计停 牌时间不超过 10 个交易日。详情请参见公司于 2025 年 7 月 8 日在上海证券交易 所网站（www.sse.com.cn）及指定媒体披露的《宁波长鸿高分子科技股份有限公 司关于筹划重大资产重组的停牌公告》（公告编号：2025-037）。 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 ...

[Half-Year Performance Forecast](index=1&type=section&id=I.%20Half-Year%20Performance%20Forecast) The company projects a significant decline in its 2025 first-half performance, with net profit attributable to shareholders decreasing sharply and non-recurring net profit turning to a loss - The performance forecast period is from January 1, 2025, to June 30, 2025[3](index=3&type=chunk) 2025 Half-Year Performance Forecast | Indicator | Estimated Amount (RMB in millions) | Compared to Prior Year Period (RMB in millions) | Year-over-Year Change | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 4.00 to 6.00 | Decrease by 90.57 to 92.57 | -93.79% to -95.86% | | **Net Profit After Non-Recurring Gains/Losses** | -3.00 to -1.50 | Decrease by 72.16 to 73.66 | -102.12% to -104.25% | [Prior Year Period Performance](index=1&type=section&id=II.%20Prior%20Year%20Period%20Performance%20Situation) In the prior year period (2024), the company achieved profitability, with net profit attributable to shareholders at RMB 96.57 million and net profit after non-recurring gains and losses at RMB 70.66 million 2024 Half-Year Performance Review | Indicator | Amount (RMB in millions) | | :--- | :--- | | Total Profit | 105.59 | | Net Profit Attributable to Shareholders | 96.57 | | Net Profit After Non-Recurring Gains/Losses | 70.66 | | Basic Earnings Per Share (RMB) | 0.15 | [Main Reasons for Performance Decline Forecast](index=2&type=section&id=III.%20Main%20Reasons%20for%20Current%20Period%20Performance%20Decline%20Forecast) The performance decline is primarily due to prolonged production halts from a subsidiary's PBT equipment upgrade and reduced gross margins caused by product price drops exceeding raw material cost reductions amid insufficient market demand; however, the company notes stabilized production and market recovery in Q2, leading to improved profitability - Subsidiary Zhejiang Changhong Biomaterials Co., Ltd. underwent a PBT equipment upgrade in Q1 2025, with prolonged downtime impacting production volume[8](index=8&type=chunk) - Gross margin declined due to product selling price reductions exceeding raw material cost decreases, driven by temporary insufficient market demand[8](index=8&type=chunk) - Production gradually stabilized and market trends showed recovery from Q2 onwards, leading to improved overall company profitability in the second quarter[8](index=8&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) The company explicitly states that this performance forecast is based on preliminary, unaudited data from its finance department, with no material uncertainties believed to affect its accuracy - This performance forecast has not been audited by a certified public accountant[9](index=9&type=chunk) - The data is based on the professional judgment of the company's finance department, with no material uncertainties believed to affect the forecast's accuracy[9](index=9&type=chunk) [Other Explanations](index=2&type=section&id=V.%20Other%20Explanations) The company advises investors that the disclosed data is preliminary, with final accurate financial figures to be officially released in the 2025 half-year report, urging caution regarding investment risks - The forecast data is preliminary, and the final accurate figures will be subject to the company's officially disclosed 2025 half-year report[10](index=10&type=chunk) - Investors are advised to be aware of investment risks[10](index=10&type=chunk)

Summary of Key Points Core Insights - The report highlights the listing and trading activities of various ETFs and bonds on July 10, 2025, indicating a busy market day with multiple announcements regarding suspensions and resumption of trading for various financial instruments [1][2][3][4][5][6][7][8][9]. Group 1: Listings and Trading Activities - The report mentions the listing of 127110 Guanghe Convertible Bond and 301603 Qiaofeng Intelligent on July 10, 2025, marking significant events for these financial instruments [1]. - Several ETFs, including 159209 China Merchants CSI All-Share Dividend Quality ETF and 159232 Southern CSI All-Share Free Cash Flow ETF, announced dividend distributions and were temporarily suspended from trading during specific hours on the same day [1]. - The report notes that multiple ETFs, such as 159351 Jiashi CSI A500 ETF and 159355 Huabao CSI 800 Dividend Low Volatility ETF, also experienced similar trading suspensions due to dividend announcements [1]. Group 2: Special Suspensions - The report details the special suspension of stock 000545 Jinpu Titanium Industry due to significant asset restructuring and related transactions, effective from July 1, 2025 [2]. - Other financial instruments, including various SCPs from Zhonglin Group, have been suspended since November 21, 2023, indicating ongoing issues or restructuring within those entities [2][3][4][5][6][7][8][9]. Group 3: General Market Activity - The report reflects a general trend of increased market activity with multiple announcements of trading suspensions and resumption, indicating a dynamic environment for investors [1][2][3][4][5][6][7][8][9]. - The focus on dividend announcements and asset restructuring suggests a strategic shift among companies to enhance shareholder value and manage financial health [1][2][3][4][5][6][7][8][9].

Group 1 - The company, Changhong Gaoke, announced a major asset restructuring plan involving the acquisition of 100% equity in Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payments [1] - Guangxi Changke is a high-tech enterprise focused on the R&D, production, and sales of specialty synthetic resin polymer materials, including various types of ABS plastics [1] - The ABS plastic market in China reached a demand of 15.8 million tons in 2023, an 8.2% increase from 14.6 million tons in 2022, driven by strong demand from the automotive, home appliance, and electronics sectors [1] Group 2 - Changhong Gaoke has established a strong market position through years of R&D investment, particularly in the TPE sector, with advanced SEBS hydrogenation technology [2] - The company is progressing well with its production capacity, including a 50,000 tons/year TPE black masterbatch project that has entered the commissioning phase [2] - Future projects include a planned investment in a 50,000 tons/year high-end fiber elastic material and a 100,000 tons/year PBAT black masterbatch facility, which are expected to drive long-term business growth [2]

Core Viewpoint - Longhong High-Tech is planning to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of share issuance, convertible bonds, and cash payment, while also raising supporting funds [1] Group 1: Acquisition and Corporate Actions - Longhong High-Tech previously announced on August 31, 2023, its intention to purchase Guangxi Changke's equity for cash, aiming to expand into synthetic resin and plastic business [1] - The acquisition plan was terminated on October 20, 2023, due to failure to reach consensus on core transaction conditions [1] - The controlling shareholders of Guangxi Changke and the counterparties involved in the transaction are linked to Longhong High-Tech's actual controller, Tao Chunfeng [1] Group 2: Guangxi Changke New Materials Overview - Guangxi Changke, established on March 7, 2012, is a high-tech enterprise focused on the R&D, production, and sales of specialty synthetic resin polymer materials, with a registered capital of approximately 887.4 million [2] - The company produces various specialty resin products, including transparent ABS, high transparency MS, and high-impact ABS/HIPS, which are widely used in electronics, office automation, toys, and household items [2] Group 3: Production Technology and Market Position - The production of transparent ABS resin primarily utilizes two methods: emulsion grafting and bulk SAN blending, with the latter being the mainstream process [3] - Guangxi Changke is the first in mainland China to industrially produce ABS using the bulk method, breaking the long-standing monopoly in this area [4] - The company has a production capacity of 500,000 tons/year for ABS, with plans to reach 600,000 tons after the completion of its facilities [4] Group 4: Product Development and Market Trends - Guangxi Changke successfully launched its high-end MS resin product, CS1025, in trial production, targeting a production capacity of 75,000 tons/year [5] - The MS resin market is dominated by major chemical companies, with domestic players like Wanhua Chemical making progress in large-scale production [5] Group 5: Longhong High-Tech Financial Performance - Longhong High-Tech reported a revenue of 3.634 billion in 2024, a significant increase of 156.63% year-on-year, with a net profit of 69 million, marking a turnaround with a growth of 844.93% [6] - The company is focusing on the application potential of its products in advanced fields such as robotics and automotive lightweighting, while also expanding its biodegradable PBAT/PBS production capabilities [6]

Core Viewpoint - Longhong High-Tech (605008.SH) is restarting its acquisition of Guangxi Changke New Materials Co., Ltd. amidst ongoing financial challenges and a significant debt burden, indicating a continued ambition for diversification despite previous setbacks [3][4][14]. Company Overview - Longhong High-Tech has faced a challenging financial environment, with a reported asset-liability ratio of 66.25% as of the end of Q1 2023, and short-term loans amounting to 1.4 billion yuan, while cash reserves cover less than 30% of its liabilities [3][12]. - The company has previously attempted to acquire Guangxi Changke but faced issues related to the target's financial performance and the method of payment, leading to the termination of the deal in October 2023 [5][6][7]. Acquisition Details - The new acquisition plan involves a combination of issuing shares, convertible bonds, and cash payments, aiming to alleviate previous cash pressure concerns [4][8]. - Guangxi Changke specializes in high-performance synthetic resin materials and has received long-term orders from major companies, indicating its strategic importance to Longhong High-Tech [16]. Financial Performance - In Q1 2025, Longhong High-Tech reported a revenue of 718 million yuan, a year-on-year decrease of 6.93%, and a net loss of 21.48 million yuan, marking the first quarterly loss since its listing [12][13]. - The company's aggressive investment strategy over the past five years has led to a significant increase in debt, with total liabilities reaching 2.369 billion yuan and a debt ratio of 61.39% by the end of 2024 [13]. Market Context - Longhong High-Tech's diversification efforts have included investments in biodegradable plastics and other materials, but these initiatives have not yet translated into profitability, as evidenced by declining gross margins across its product lines [10][12].

Core Viewpoint - Changhong Gaoke (605008) has restarted its acquisition plan for Guangxi Changke New Materials Co., Ltd., a company controlled by its actual controller, Tao Chunfeng, after nearly two years. The acquisition will involve issuing shares, convertible bonds, and cash to purchase 100% equity of Guangxi Changke, which has recently undergone significant internal equity changes. The market is closely watching whether this acquisition can reverse the declining performance of Changhong Gaoke, which has faced continuous profit declines since its listing and reported its first loss in Q1 2025 [1][10][11]. Group 1: Acquisition Details - On July 7, Changhong Gaoke announced its plan to acquire 100% equity of Guangxi Changke through a combination of issuing shares, convertible bonds, and cash, while also raising matching funds. The company's stock was suspended from trading starting July 8, with an expected suspension period of no more than 10 trading days [3][4]. - The preliminary transaction parties include Hainan Dingheng Venture Capital Co., Ltd., Ningbo Dingke Enterprise Management Partnership, and Ningbo Dingao New Materials Co., Ltd. This transaction is expected to constitute a major asset restructuring and related party transaction, but will not change the actual controller of the company [3][4]. Group 2: Financial Performance - Since its listing in 2020, Changhong Gaoke has experienced significant performance pressure, with net profits declining continuously. The company reported a revenue of approximately 12.97 billion in 2020, with a peak net profit of about 3.02 billion. However, from 2021 onwards, revenues fluctuated, and net profits decreased year by year, culminating in a net loss of approximately 164.29 million in Q1 2025 [10][11]. - As of the end of Q1 2025, Changhong Gaoke had a total debt of approximately 20.92 billion, comprising about 14.11 billion in short-term loans and 6.81 billion in long-term loans, indicating significant financial pressure [11]. Group 3: Market Context - Guangxi Changke specializes in the research, production, and sales of special synthetic resin polymer materials, including various types of specialty resin products. The market is increasingly focused on environmental protection and sustainability, which presents growth opportunities for materials like thermoplastic elastomers (TPES) that are recyclable and can replace traditional non-degradable materials [3][11].

Core Viewpoint - Ningbo Changhong High Polymer Technology Co., Ltd. is planning to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payment, which is expected to constitute a major asset restructuring [1][4]. Group 1: Acquisition Details - The acquisition involves related parties, as the actual controller of Guangxi Changke is also the actual controller of Changhong High Tech, and it will not lead to a change in the actual controller of the company [1]. - The transaction is aimed at enhancing the company's competitiveness and expanding its business scope in the synthetic resin and plastic production sector, which aligns with its existing operations [4][10]. - Previous attempts to acquire Guangxi Changke were made in August 2023 but were terminated due to market changes and failure to reach consensus on core transaction conditions [7][10]. Group 2: Financial Performance of Guangxi Changke - Guangxi Changke reported revenues of 402.61 million yuan, 607.47 million yuan, and 229.84 million yuan for the years 2021, 2022, and the first half of 2023, respectively, while net profits were 22.55 million yuan, 10.52 million yuan, and -17.60 million yuan during the same periods [5][6]. - The company's cash flow from operating activities has been negative, with figures of -127.60 million yuan, -147.05 million yuan, and -40.84 million yuan for the respective periods [5][6]. - As of June 30, 2023, Guangxi Changke had total assets of 2.67 billion yuan and total liabilities of 1.76 billion yuan, resulting in a debt-to-asset ratio of 66.2% [5][6]. Group 3: Changhong High Tech's Financial Situation - Since its listing in 2020, Changhong High Tech has experienced a decline in net profits, with figures of 302 million yuan, 185 million yuan, 180 million yuan, 95 million yuan, and 94 million yuan projected from 2020 to 2024 [9]. - In the first quarter of 2025, the company reported a revenue of 718 million yuan, a year-on-year decrease of 6.93%, and a net loss of 16.43 million yuan, a decline of 125.46% compared to the previous year [9]. - The company attributed its losses to production efficiency upgrades and a decline in product sales prices exceeding the drop in raw material prices [10]. Group 4: Capital Movements and Market Reactions - The actual controller, Tao Chunfeng, has been active in capital movements, including a planned private placement to raise up to 1.2 billion yuan, with part of the funds potentially used for the acquisition [12][13]. - Following the termination of the acquisition, the planned private placement amount was significantly reduced, indicating market skepticism regarding the transaction [13][14]. - The actual controller's recent actions, including a rapid decision to reduce holdings shortly after a private placement, have raised concerns among investors [15][16].

Summary of Key Points Core Viewpoint - The company, Ningbo Changhong High Polymer Technology Co., Ltd., has provided a guarantee of RMB 150 million for its subsidiary, Zhejiang Changhong Biological Materials Co., Ltd., in relation to a financing lease agreement with Industrial Bank Financial Leasing Co., Ltd. The total guarantee amount provided by the company to its subsidiaries is capped at RMB 3.357 billion for the year 2025 [1][2]. Group 1: Guarantee Details - The company has provided a guarantee of RMB 150 million for the financing lease, with a total actual guarantee balance of RMB 999 million for the subsidiary [1]. - The financing lease agreement has a term of 36 months, and the company has signed a guarantee contract to provide joint liability guarantee for this lease [1][4]. - The company has no overdue guarantees and has not provided any counter-guarantees [1]. Group 2: Company and Subsidiary Information - Zhejiang Changhong Biological Materials Co., Ltd. is a wholly-owned subsidiary of the company, established on October 29, 2020, with a registered capital of RMB 1.17 billion [3]. - As of March 31, 2025, the subsidiary's total assets were RMB 285.177 million, total liabilities were RMB 146.314 million, and net assets were RMB 138.863 million [3]. - The subsidiary reported an operating income of RMB 221.667 million for the year 2024 and a net profit of RMB 10.834 million, while for the first quarter of 2025, it reported an operating income of RMB 37.448 million and a net loss of RMB 1.803 million [4]. Group 3: Guarantee Agreement Terms - The guarantee covers all debts owed by the lessee to the creditor, including but not limited to rent, late fees, and other payable amounts [4][5]. - The guarantee period lasts for three years from the effective date of the contract or until the lessee's obligations are fulfilled [5]. - The company’s total external guarantee balance is RMB 1.712 billion, accounting for 85.92% of the latest audited net assets [5].

证券代码：605008 证券简称：长鸿高科 公告编号：2025-038 宁波长鸿高分子科技股份有限公司 关于为控股子公司融资租赁提供担保的进展公告 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。 重要内容提示： 被担保人名称:浙江长鸿生物材料有限公司（以下简称"长鸿生物"或"子 公司"） 本次担保金额及已实际为其提供的担保余额:宁波长鸿高分子科技股份 有限公司（以下简称"公司"或"长鸿高科"）本次为长鸿生物担保本金金额为 人民币 15,000 万元。截至目前，公司已实际为其提供的担保余额为 9.99 亿元。 一、担保情况概述 （一）担保基本情况 近日，长鸿生物与兴业金融租赁有限责任公司（以下简称"兴业租赁"）签 订融资租赁合同（合同编号为 CIBFL-2025-283-HZ），长鸿生物以自有固定资产 售后回租方式向兴业租赁申请融资租赁业务，租赁期限 36 个月，租赁本金 15,000 万元。同时，公司与兴业租赁签署《保证合同》，为上述融资租赁业务提供连带 责任保证担保。 （二）已经履行的审议程序 2025 年 3 月 19 日 ...