Core Viewpoint - Roman Holdings plans to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for up to 200 million RMB, aiming to gain control of the company, which has seen its valuation soar 18 times in just nine months [2][3][13]. Group 1: Acquisition Details - The acquisition price of up to 200 million RMB implies a maximum valuation of 510 million RMB for Wutong Technology, which was valued at only 26 million RMB during its angel round financing less than two years ago [3][4]. - Roman Holdings has set multiple safeguards for this acquisition, including a performance commitment of no less than 400 million RMB in net profit over three years, and a compensation mechanism involving the controlling shareholder [2][12]. Group 2: Company Background - Wutong Technology, established in December 2023, focuses on AIDC computing power servers and integrated solutions, and is a subsidiary of Wuchuang High-tech Group, which is backed by several universities [4][5]. - The company has launched several AI computing products, including the "Tongxin" general computing card and "Qingluan" integrated workstation, positioning itself as a leader in AI computing equipment development in China [5][12]. Group 3: Roman Holdings' Business Context - Roman Holdings has previously attempted to diversify into the metaverse and renewable energy sectors since its listing in 2021, but these ventures have not met market expectations [2][13]. - The company reported a revenue of 687 million RMB and a net loss of 34.84 million RMB in 2024, marking its second loss since going public, attributed to weak main business growth and high accounts receivable [13][14].

Core Viewpoint - Roman Holdings is acquiring a 39.23% stake in Wutong High-tech, which is involved in computing power solutions, with a profit guarantee of 400 million yuan from 2025 to 2027 [1][4][7] Group 1: Acquisition Details - The acquisition agreement involves Roman Holdings, Wutong Technology, and Wutong High-tech, with the controlling shareholder being Sun Jianming [4] - After the transaction, Roman Holdings will become the largest shareholder of Wutong High-tech, which will be included in its consolidated financial statements [4][8] - Shanghai Bahuang will acquire 5.0455% of Roman Holdings' shares for 183 million yuan, becoming a significant shareholder [6] Group 2: Performance Guarantees - A performance compensation clause is included, requiring Wutong High-tech to achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [7] - If the profit target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation, with Sun Jianming and Luo Jing Investment responsible for any shortfall [7] Group 3: Company Background - Wutong High-tech, established in December 2023, is still in its early development stage and has not yet achieved significant revenue [9][11] - Roman Holdings primarily focuses on landscape lighting and related services, indicating a diversification into a new industry with this acquisition [9] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan [12] - For Q1 2025, the company achieved revenue of 180 million yuan, a 49.44% increase year-on-year, but net profit decreased by 20.68% [12]

Core Viewpoint - Roman Holdings (605289) announced plans to acquire a 39.23% stake in Wutong Gaoxin for a maximum price of 200 million yuan, accompanied by a profit guarantee agreement for a cumulative net profit of 400 million yuan from 2025 to 2027 [1][4] Group 1: Acquisition Details - The acquisition will be funded through the company's own or raised funds, and upon completion, Roman Holdings will become the largest shareholder of Wutong Gaoxin, with the actual control shifting to Sun Jianming and Sun Kaijun [4][8] - The transaction is classified as a related party transaction, as both Wutong Technology (the seller) and Shanghai Bahuang (the buyer) are under the control of the same parent group [7] Group 2: Performance Guarantees - A performance compensation clause is included in the agreement, stipulating that Wutong Gaoxin must achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027; if not met, Wutong Technology and Shanghai Bahuang will be liable for cash compensation [7][8] - Shanghai Bahuang will pledge all 5.5 million shares of Roman Holdings acquired to Sun Jianming and Sun Kaijun as collateral [8] Group 3: Company Background - Wutong Gaoxin, established in December 2023, is primarily engaged in AIDC computing server and cluster solution services, while Roman Holdings focuses on landscape lighting planning, design, and related services [9][11] - Roman Holdings acknowledges a lack of management experience in the relevant industry, indicating potential challenges in operational management and integration capabilities [10] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.70%, but incurred a net loss of 34.84 million yuan, reversing from a profit of 80.54 million yuan in the previous year [12] - For Q1 2025, the company achieved total revenue of 180 million yuan, a year-on-year increase of 49.44%, but net profit decreased by 20.68% to 14.42 million yuan, indicating a situation of "increased revenue without increased profit" [12]

Core Viewpoint - Roman Co. plans to acquire a 39.23% stake in Wutong High-tech for a maximum price of 200 million yuan, accompanied by a profit commitment agreement for a cumulative net profit of 400 million yuan from 2025 to 2027 [2][6]. Group 1: Acquisition Details - The acquisition will be funded through self-owned or self-raised funds, and after the transaction, Roman Co. will become the largest shareholder of Wutong High-tech, with the actual control shifting to Sun Jianming and Sun Kaijun [6][8]. - The transaction is classified as a related party transaction, as both Wutong Technology and the acquiring party, Shanghai Bahuang, are under the same control group [8][10]. Group 2: Performance Commitment - A performance compensation clause is included in the agreement, stipulating that Wutong High-tech must achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027. If this target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation [8][10]. - As a guarantee, Shanghai Bahuang will pledge all 5.5 million shares of Roman Co. it acquires to Sun Jianming and Sun Kaijun after the share transfer [8][10]. Group 3: Company Background and Financial Performance - Wutong High-tech, established in December 2023, is primarily engaged in AIDC computing server and cluster solution services, while Roman Co. focuses on landscape lighting [10][11]. - Roman Co. reported a revenue of 688 million yuan in 2024, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan, reversing from a profit of 80.54 million yuan in the previous year [11].

Group 1 - Roman Holdings (罗曼股份) opened with a 5.03% increase but quickly fell, closing with a 6.11% drop at 35.48 CNY per share [1] - The company announced plans to acquire 39.2308% of Shanghai Wutongshu High-tech Co., Ltd. for no more than 200 million CNY [1] - Upon completion of the transaction, Roman Holdings will become the largest shareholder of Wutongshu, with significant control over its board and operations [1] Group 2 - Wutongshu primarily engages in AIDC computing servers and cluster solutions, which differs from Roman Holdings' main business [2] - The acquisition poses integration risks due to the lack of prior experience in the relevant industry for Roman Holdings [2] - The funding for the acquisition will come from self-owned or raised funds, and it is stated that this will not adversely affect the company's existing operations or financial status [2]

登录新浪财经APP 搜索【信披】查看更多考评等级 注册地址：上海市杨浦区国定路335号2号楼2101室（集中登记地） 股份变动性质：股份增加（协议转让） 签署日期：2025年8月5日 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》（以下简称为《证券法》）、《上市公司收购管理 办法》（以下简称"《收购管理办法》"）、《公开发行证券的公司信息披露内容与格式准则第15号—— 权益变动报告书》（以下简称"《准则15号》"）及其他相关的法律、法规和规范性文件编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违反信息披露义务人公司章程 或内部规则中的任何条款，或与之相冲突。 上市公司名称：上海罗曼科技股份有限公司 股票简称：罗曼股份 股票代码：605289 上市地点：上海证券交易所 信息披露义务人名称：上海八荒武桐企业管理合伙企业（有限合伙） 三、依据《证券法》《收购管理办法》《准则15号》的规定，本报告书已全面披露信息披露义务人在上 海罗曼科技股份有限公司中拥有权益的股份变动情况。 四、截止本报告书签署之日，除本报告书披露的持股信息外，信息披露义务人没有通过任何其他方式 ...

证券代码：605289 证券简称：罗曼股份 公告编号：2025-032 上海罗曼科技股份有限公司 第四届监事会第二十四次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况： 上海罗曼科技股份有限公司（以下简称"公司"）第四届监事会第二十四 次会议于2025年8月5日以通讯方式召开。会议通知及会议资料以书面方式向全 体监事发出。本次会议应出席监事3名，实际出席3名。本次会议的召集和召开 符合相关法律法规、《公司法》及《公司章程》的规定。 会议由监事会主席朱冰先生主持召开，会议以记名投票表决的方式，审议 通过了如下议案： 二、监事会会议审议情况： 议暨关联交易的议案》； 监事会认为：该事项有利于公司长远发展，进一步提升综合竞争力，不存 在损害公司及全体股东利益的情形。具体内容详见公司同日在上海证券交易所 网站（www.sse.com.cn）及指定媒体上披露的《关于签署股权收购框架协议暨 关联交易的公告》（公告编号：2025-033）。 议案表决情况：同意3票，反对0票，弃权0票。 监事会认为：该事 ...

Core Viewpoint - The company plans to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. from Shanghai Wutong Tree Technology Development Co., Ltd. through a cash transaction, which will make the company the largest shareholder of the target company and allow it to control its operations and financial decisions [1][6][20] Group 1: Transaction Overview - The acquisition will be executed through a cash payment, with the total transaction price not exceeding 200 million yuan [15] - The target company, Wutong High-tech, is primarily engaged in AIDC computing server and cluster comprehensive solution services, which is a different industry from the company's main business [20] - The transaction is currently in the planning stage, and the final agreement is subject to due diligence, auditing, and evaluation results [2][22] Group 2: Performance Commitment - The target company has committed to achieving a cumulative net profit of no less than 400 million yuan for the years 2025, 2026, and 2027, after deducting non-recurring gains and losses [2][21] - If the performance commitment is not met, the sellers are obligated to compensate the company in cash, with joint liability for any unpaid amounts [2][5] Group 3: Shareholding and Control - Following the acquisition, the company will appoint three out of five directors to the board of the target company and will have decision-making authority over its operations, personnel, and financial matters [1][6][20] - The company will also ensure that the financial manager of the target company is a person recommended by it [1][6] Group 4: Related Party Transactions - The transaction constitutes a related party transaction due to the common control by Wuchuang Group over both the seller and the buyer [2][10] - The company has confirmed that there were no prior related party transactions with the seller before this transaction [2][8] Group 5: Risk Factors - The target company is newly established, having been founded in December 2023, which presents risks regarding its future profitability and the alignment of the transaction price with its actual value [3][20] - The company faces operational integration risks due to its lack of experience in the target company's industry [20]

上海罗曼科技股份有限公司 简式权益变动报告书 上市公司名称：上海罗曼科技股份有限公司 股票简称：罗曼股份 股票代码：605289 上市地点：上海证券交易所 信息披露义务人之一：孙建鸣 住所/通讯地址：上海市杨浦区******** 信息披露义务人之二：上海罗景投资中心（有限合伙） 注册地址：上海市杨浦区控江路 1142 号 23 幢 6039 室 一致行动人之一：上海罗曼企业管理有限公司 注册地址：上海市杨浦区国顺东路 238 号 230 室 一致行动人之二：孙凯君 住所/通讯地址：上海市杨浦区******** 股份变动性质：股份减少（协议转让） 签署日期：2025 年 8 月 5 日 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国证券法》（以下简称为"《证券法》"） 、 《上市公司收购管理办法》（以下简称"《收购管理办法"》）、《公开发行证券的公 司信息披露内容与格式准则第 15 号——权益变动报告书》 （以下简称"《准则 15 号》"） 及其他相关的法律、法规和规范性文件编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违反信息 披露义务人公司章程或内部规则中的任何 ...

Core Viewpoint - The company has developed a "Quality Improvement and Efficiency Enhancement Return Action Plan" for 2025, aiming to enhance operational quality and investor returns while aligning with national policies and market opportunities [1][9]. Group 1: Business Strategy - The company focuses on strengthening its core business in landscape lighting, leveraging technological and creative advantages to capture opportunities in cultural tourism, urban renewal, new infrastructure, and low-carbon economy [1][7]. - The company has established a comprehensive market promotion strategy and is accelerating its internationalization efforts, particularly in the night economy sector, by creating integrated commercial models that enhance project value [2][3]. - The digital entertainment segment has developed a core technology matrix through self-research and acquisitions, providing immersive experience solutions for global theme parks and cultural venues [3][8]. Group 2: Financial Management - The company emphasizes financial management, enhancing efficiency through improved systems, risk control, and information technology, which supports stable development [5]. - Since its listing, the company has distributed a total cash dividend of 79.4464 million yuan, with an average annual dividend payout ratio of approximately 40.17% [9]. Group 3: Talent and Innovation - The company prioritizes talent acquisition and management, focusing on building a high-quality technical team and enhancing its management system to support stable growth [6][8]. - The company is committed to technological innovation, particularly in IoT and virtual reality, and has established partnerships with universities to foster research and development [6][8]. Group 4: Governance and Investor Relations - The company adheres to regulatory requirements to enhance its governance structure and internal controls, ensuring effective operation and protection of shareholder rights [10][11]. - The company actively engages with investors through various communication channels, aiming to enhance transparency and maintain a positive relationship with stakeholders [11][12].