证券代码：605289 证券简称：罗曼股份 公告编号：2025-048 上海罗曼科技股份有限公司 第四届董事会第三十四次会议决议公告 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。 本议案已经第四届董事会提名委员会第二次会议审议通过。 鉴于公司第四届董事会任期即将届满，董事会提名孙凯君女士、郭发产先 生、吴建伟先生、王聚先生、张晨女士、张政宇先生为公司第五届董事会非独 立董事候选人，任期自股东大会审议通过之日起三年。具体内容详见公司在上 海证券交易所网站（www.sse.com.cn）及指定媒体上披露的《关于公司董事会 换届选举的公告》（公告编号：2025-051）。 议案表决情况：同意9票，反对0票，弃权0票。 2、审议通过《关于选举公司第五届董事会独立董事的议案》，并提请股东 大会审议； 一、董事会会议召开情况： 上海罗曼科技股份有限公司（以下简称"公司"）第四届董事会第三十四 次会议于2025年9月9日以现场结合通讯方式召开。会议通知及会议资料以书面 方式向全体董事发出。本次会议应出席董事9名，实际出席9名。本次会议的召 ...

拟1.96亿收购跨界算力 公告显示，罗曼股份拟以现金1.96亿元收购上海武桐树科技发展有限公司持有的武桐高新39.23%的股 权。交易完成后，武桐高新将纳入公司合并报表范围，成为公司控股子公司。 本次收购完成后，罗曼股份将成为武桐高新第一大股东。公告显示，武桐高新主营业务聚焦AIDC算力 服务器与集群综合解决方案服务，与罗曼股份原有的景观照明工程、远程集控管理等业务形成互补。公 司表示，交易后双方将在技术研发、市场资源上深化协同，推动技术、渠道等资源高效共享，助力客户 合作稳定性提升，同时为公司开辟多元化收入来源。 为保障交易风险可控，各方设计了多重兜底方案：标的公司承诺2025—2027年度累计扣非净利润不低于 4亿元。由于标的公司目前尚未形成规模化收入，8月7日，上交所已就资产收购及股权转让事宜下发监 管工作函，要求公司说明交易合理性。 长江商报消息 ●长江商报记者 江楚雅 罗曼股份押注算力赛道。 近日，罗曼股份（605289.SH）公告，公司拟以现金1.96亿元收购上海武桐树科技发展有限公司持有的 上海武桐树高新技术有限公司（简称"武桐高新"）39.23%的股权。交易完成后，武桐高新将纳入公司合 并报表 ...

Core Viewpoint - Roman Co. has received a regulatory inquiry from the Shanghai Stock Exchange regarding its plan to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for 196 million yuan, which has raised significant market attention due to a staggering valuation increase of 1687.42% [1][2]. Group 1: Acquisition Details - The acquisition involves a cash payment of 196 million yuan for a stake in Wutong High-tech, a company established in December 2023, which operates in a completely different industry from Roman Co.'s main business of landscape lighting [1][2]. - Wutong High-tech reported a revenue of 32.941 million yuan and a net loss of 1.0857 million yuan for 2024, despite promising a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [2]. - The valuation of Wutong High-tech was assessed at 513 million yuan using the income approach, resulting in a value increase of 484 million yuan compared to its book value [2]. Group 2: Risks and Concerns - The company has acknowledged several risks associated with the acquisition, including integration risks due to a lack of experience in the relevant industry [3]. - There is a significant risk of goodwill impairment, as the acquisition will create a large amount of goodwill on the balance sheet, which could negatively impact profits if the acquired company performs poorly [3]. - The ability to meet performance commitments is also in question, given Wutong High-tech's small business scale and low market share, which may hinder its ability to achieve expected revenues amid economic fluctuations [3]. - The performance compensation commitment from the guarantor, Shanghai Bahuang, is uncertain as it was established recently and has not completed capital contributions [3]. - The transaction structure is complex, involving "performance betting + share pledge," with Wutong's related party acquiring 5.04% of Roman Co.'s shares for 183 million yuan, pledged as performance compensation guarantee [3].

Core Viewpoint - Roman Co. has received a regulatory inquiry from the Shanghai Stock Exchange regarding its plan to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for 196 million yuan, which values the company at 513 million yuan, reflecting a staggering appreciation rate of 1687.42% [1][2]. Group 1: Acquisition Details - The acquisition involves a high premium, as Roman Co. operates in the landscape lighting sector while Wutong High-tech is engaged in AIDC computing infrastructure integration services, indicating a significant industry divergence [2]. - Wutong High-tech, established only 20 months ago, reported a revenue of 32.941 million yuan and a net loss of 1.0857 million yuan for 2024, raising concerns about its financial viability [2]. - Despite its modest historical performance, Wutong High-tech has committed to achieving a cumulative net profit of no less than 400 million yuan from 2025 to 2027, which contrasts sharply with its current earnings [2]. Group 2: Risks and Concerns - Roman Co. has highlighted several risks associated with the acquisition, including integration challenges due to a lack of relevant industry management experience [3]. - The potential for goodwill impairment is significant, as the acquisition will create a large amount of goodwill on the balance sheet, which could adversely affect profits if Wutong High-tech's performance deteriorates [3]. - The risk of not meeting performance commitments is also a concern, given Wutong High-tech's small business scale and low market share, which could be impacted by macroeconomic fluctuations or changes in industry policy [3]. - The ability of the guarantor, Shanghai Bahuang, to fulfill its performance compensation commitments is uncertain, as it was only established recently and has not completed its capital contributions [3]. Group 3: Transaction Structure - The transaction is complex, involving a "performance betting + share pledge" structure, where Wutong's affiliates will acquire 5.04% of Roman Co. for 183 million yuan and pledge it as a performance compensation guarantee [4]. - Regulatory authorities have requested clarification on the basis and reasonableness of the performance commitments, as well as any potential conflicts of interest among the parties involved in the transaction [4].

（文章来源：证券日报） 证券日报网讯 9月4日晚间，罗曼股份发布公告称，公司第四届监事会第二十六次会议审议通过了《关 于子公司申请银行授信并由公司提供担保的议案》等。 ...

Group 1 - The company announced the approval of multiple proposals during the 33rd meeting of the fourth board of directors, including the agenda for the second extraordinary general meeting of shareholders in 2025 [2]

Key Points - Zhonghuan Hailu terminated the planning of the change of company control and resumed trading [1][2] - Shida Shenghua plans to establish a subsidiary with an investment of 25 million yuan to build a 53,000 tons/year calcium chloride project [1] - Southeast Network Frame won a bid for approximately 1.686 billion yuan for the Pujiang Street Five Villages joint planning and development project [1] - Roman Co. intends to acquire 39.2308% equity of Wutong Gaoxin for 196 million yuan [1] - Torch Electronics completed a share repurchase, having repurchased shares worth 49.9907 million yuan [1] - Jiangling Motors reported cumulative sales of 226,500 vehicles from January to August, a year-on-year increase of 5.67% [1] - Wen's Co. reported August sales revenue of 2.956 billion yuan for broilers and 4.825 billion yuan for live pigs [2] - Some directors and senior management of Shanghai Caishi plan to increase their holdings by no less than 6 million yuan [1] - Actual controller of Gongdong Medical, Shi Huiyong, plans to reduce holdings by no more than 4.4099 million shares through block trading [1] - Shida Shenghua's subsidiary establishment and investment in the calcium chloride project indicates growth in the chemical industry [1]

Key Points - Zhonghuan Hailu has terminated the planning of a change in company control and has resumed trading of its stock [1][2][3] - Shida Shenghua plans to invest 25 million yuan to establish a 53,000 tons/year calcium chloride project [1] - Southeast Network Frame has won a bid for approximately 1.686 billion yuan for the Pujiang Street Five Villages Joint Planning and Development Project [1] - Roman Co., Ltd. intends to acquire 39.2308% equity of Wutong Gaoxin for 196 million yuan [1][2] - Torch Electronics has completed a share buyback, having repurchased shares worth 49.9907 million yuan [1][2] - Jiangling Motors reported cumulative sales of 226,500 vehicles from January to August, reflecting a year-on-year increase of 5.67% [1] - Wen's Shares reported August sales revenue of 2.956 billion yuan from broilers and 4.825 billion yuan from live pigs [1] - Shanghai Caishi's board members and senior management plan to increase their holdings by no less than 6 million yuan [1] - Gongdong Medical's actual controller plans to reduce holdings by no more than 4.4099 million shares through block trading [1][2] - Jimin Health's Shuangge Group intends to reduce its stake by no more than 3% [1][2] - Beijing Lier has signed a strategic cooperation agreement with SenseTime and Xiwang [1][3]

Group 1 - Guoxin Technology successfully tested a new generation of automotive electronic BLDC motor drive control high-performance chip "CBC2100B," which is based on 130nm BCD process and aims to address the MCU chip shortage in China's automotive industry, especially in new energy vehicles [1] - The chip is applicable in automotive electronic fields such as water pumps, oil pumps, and air conditioning fans, as well as in industrial control for BLDC motor drives and electrified equipment [1] Group 2 - Hangzhou High-tech experienced a change in control with the resignation of multiple key executives, including the chairman, vice chairman, and general manager, which may lead to a temporary reduction in the board's member count below the minimum required [2] - The resigning executives will continue to perform their duties until new appointments are made to ensure the company's normal operations [2] Group 3 - Zhonghuan Hailu decided to terminate the planning of a change in control due to disagreements with the trading party regarding future development arrangements [4] - The stock and convertible bonds of the company will resume trading on September 5, 2025 [4] Group 4 - ST Tianmao plans to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange and apply for transfer to the National SME Share Transfer System after the termination of listing [5] - The decision has been approved by the company's first temporary shareholders' meeting in 2025 [5] Group 5 - Beijing Lier signed a strategic cooperation agreement with SenseTime and Xiwang to explore AI computing power collaboration and the development of industrial manufacturing and decision-making AI vertical models [6] - Hunan Baiyin adjusted its share repurchase price ceiling from 5 yuan to 7 yuan per share due to the stock price exceeding the original limit [6] Group 6 - Dongnan Network won the bid for the "Pujiang Street Five Villages Joint Development Project" with a bid amount of 1.686 billion yuan, accounting for 15% of the company's audited revenue for 2024 [8] - Wens Foodstuff reported sales of 3.2457 million pigs in August 2025, generating revenue of 4.825 billion yuan, with a year-on-year price change of 37.88% [8] - Jiangling Motors sold 30,003 vehicles in August 2025, representing a year-on-year increase of 8.92% [8] Group 7 - Hubei Yihua completed the construction of a 200,000 tons/year caustic soda energy-saving renovation project, which has been put into production [9] - Satellite Chemical announced routine maintenance for its polyethylene and ethylene oxide/ethylene glycol facilities, expected to last 45 days [9] Group 8 - Shida Shenghua plans to establish a subsidiary for a 53,000 tons/year calcium chloride project with an investment of 25 million yuan, aimed at enhancing its resource advantages in the new energy materials sector [11] - Roman Co. intends to acquire a 39.2308% stake in Wutong Technology for 196.154 million yuan, which will make Wutong a subsidiary of Roman [11] Group 9 - Shanghai Laishi's executives plan to increase their shareholdings in the company with a total investment of no less than 6 million yuan [13]

Core Viewpoint - The company, Shanghai Roman Technology Co., Ltd., is responding to regulatory inquiries regarding its acquisition of Shanghai Wutong Tree High-tech Co., Ltd., which operates in a different industry focused on AIDC computing infrastructure integration services. The acquisition presents both opportunities and risks, particularly in integration and performance expectations. Group 1: Acquisition and Integration Risks - The target company operates in the AIDC computing infrastructure sector, which is distinct from the company's main business in landscape lighting, leading to potential integration challenges due to lack of relevant management experience [1][2][3] - The target company was established in December 2023 and has a relatively small business scale, which may result in future earnings not meeting expectations due to macroeconomic fluctuations and competitive pressures [1][3][4] - The target company has performance commitments for net profits of no less than 400 million yuan from 2025 to 2027, which may be affected by various risks, including national policies and market conditions [1][2][3] Group 2: Market and Industry Analysis - The AIDC sector is experiencing rapid growth, with the Chinese AIDC market investment reaching 87.9 billion yuan in 2023 and projected to grow to 288.6 billion yuan by 2028, reflecting a compound annual growth rate (CAGR) of 27% [4][5] - The target company focuses on providing domestic computing solutions through self-developed networking technology, which is crucial for the AI-driven data center market [4][5][6] - The target company has identified significant demand in the education and research sectors, with major universities and laboratories expanding their GPU computing needs [5][6] Group 3: Competitive Positioning - The target company faces competition from established players like Beijing Guanghuan New Network Technology Co., Ltd., Shenzhen Deepin Technology Co., Ltd., and Ruijie Networks, which have larger market shares and established reputations [6][7] - The target company reported revenues of 32.94 million yuan in 2024, with a projected increase to 131.49 million yuan in the first half of 2025, indicating a growth trajectory despite its small size [7][8] - The target company's self-developed networking technology enhances GPU performance and supports large-scale computing systems, positioning it favorably against competitors [9][10] Group 4: Financial Projections and Valuation - The target company's revenue is projected to reach 552.6 million yuan in the latter half of 2025, with a growth rate of 20% in 2026, supported by existing orders and favorable market conditions [20][29] - The valuation of the target company was determined using the income approach, reflecting its potential future earnings and operational capabilities [15][16][17] - The target company's gross margin is expected to stabilize around 25%, aligning with industry standards despite initial lower margins due to its early-stage development [23][24]