Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. has released its semi-annual report for 2025, indicating a mixed performance with a slight increase in total assets and net assets, but a decline in revenue and profit [1] Financial Performance - The company plans to distribute a cash dividend of 4.2 yuan (including tax) for every 10 shares, amounting to a total of 60.5166 million yuan based on the total share capital as of June 30 [1] - Total assets at the end of the reporting period were 2.408 billion yuan, representing a 0.22% increase compared to the end of the previous year [1] - Net assets attributable to shareholders of the listed company reached 2.121 billion yuan, reflecting a 1.13% increase [1] - Revenue for the reporting period was 465 million yuan, showing a year-on-year decline of 1.22% [1] - Total profit amounted to 78.1768 million yuan, down 7.19% year-on-year [1] - Net profit was 65.7417 million yuan, a slight decrease of 0.03% [1] - Net cash flow from operating activities was 49.1899 million yuan, which is a significant increase of 51.44% year-on-year [1]

Group 1 - The core viewpoint of the news is that Jiangsu Changling Hydraulic Co., Ltd. has shown a decline in revenue and net profit in its latest quarterly report, indicating potential challenges in its financial performance [1] - As of August 13, 2025, the company's stock price closed at 45.09 yuan, with a slight increase of 0.38% and a trading volume of 19,400 hands, amounting to a transaction value of 86.72 million yuan [1] - The company experienced a net outflow of main funds amounting to 15.74 million yuan, which accounted for 18.15% of the transaction value, indicating a potential lack of investor confidence [1] Group 2 - For the first quarter of 2025, the company reported total operating revenue of 21.9 million yuan, a year-on-year decrease of 2.64%, and a net profit attributable to shareholders of 30.82 million yuan, down 7.63% year-on-year [1] - The company has a current ratio of 7.176, a quick ratio of 6.234, and a debt-to-asset ratio of 10.01%, suggesting a strong liquidity position [1] - Jiangsu Changling Hydraulic has made investments in 13 companies and participated in 37 bidding projects, showcasing its active engagement in the industry [2]

Group 1 - The acquisition subject, Hexin Tingtao and Hexin Polang, is expected to see a change in the funding structure, leading to an increased actual investment ratio from Jiangyin State-owned Assets [1] - There will be a change in the identification of the actual controller and the concerted actors in this transaction, with the actual controller of the listed company changing to Jiangyin High-tech Zone State-owned Assets Office, Hu Kangqiao, and Xu Lantao [1][3] - Longling Hydraulic has provided additional transaction details and significant updates to the transaction plan in response to the regulatory work letter from the Shanghai Stock Exchange [3]

Core Viewpoint - The recent updates regarding the control rights transaction of Changling Hydraulic indicate significant changes in the funding structure and actual controllers, with increased involvement from Jiangyin State-owned Assets [1][2][4]. Group 1: Transaction Details - The acquisition structure has been modified, with Jiangyin State-owned Assets' actual contribution expected to rise to 50.12% of the total transaction value, amounting to approximately 10.59 billion [3][4]. - The new partner, Chengxin Gongying, will contribute 2.75 billion, while the transfer of shares from Hexin Huilian is expected to yield around 5.36 billion [2][3]. - The transaction will involve three entities controlled by Jiangyin State-owned Assets, which will provide funding through direct and indirect means [3][4]. Group 2: Changes in Actual Controllers - The actual controllers of the company will change to include Jiangyin State-owned Assets, Hu Kangqiao, and Xu Lantao, reflecting a shift from the previous proposal where Hu Kangqiao was the sole controller [4][9]. - A new agreement among the parties will establish a unified action relationship to ensure collective decision-making in shareholder rights [4][6]. Group 3: Funding Sources and Responsibilities - The transaction will be supported by a 7.5 billion bank merger loan, with repayment sources including future dividends from the acquired company [8][12]. - Chengxin Gongying will act as a guarantor for the repayment of the merger loan, increasing its financial responsibility in the transaction [8][12]. Group 4: Regulatory Concerns and Market Implications - The Shanghai Stock Exchange raised concerns regarding the legitimacy of funding sources and the identification of actual controllers, leading to the revised transaction structure [9][10]. - The updated transaction plan aims to enhance investor protection in the secondary market while increasing Jiangyin State-owned Assets' responsibilities and control [14].

Group 1 - The core point of the article highlights that Changling Hydraulic has experienced a significant decrease in the number of shareholders, with a reduction of 1,963 shareholders, representing a decline of 18.49% compared to the previous period [2] - As of the latest report, the closing price of Changling Hydraulic is 47.80 yuan, reflecting a decrease of 2.43%, while the stock price has increased by 23.74% since the concentration of shares began [2] - The company's Q1 report indicates that it achieved an operating revenue of 219 million yuan, a year-on-year decrease of 2.64%, and a net profit of 30.82 million yuan, down 7.63% year-on-year, with a basic earnings per share of 0.2100 yuan and a weighted average return on equity of 1.46% [2]

Core Viewpoint - The control of Changling Hydraulic (605389) is undergoing a significant change as the actual controllers, Xia Jifa and Xia Zemin, plan to transfer 43.21 million shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership for a total transaction price of 1.238 billion yuan [1] Group 1 - The total payment required for the transaction, including a partial tender offer for 17.29 million shares (12% of total shares) by Wuxi Hexin Bolang Technology Partnership, amounts to 2.113 billion yuan [1][2] - The funding sources for the acquisition include approximately 900 million yuan of self-owned funds and 950 million yuan of self-raised funds, with plans to obtain 750 million yuan through acquisition loans and 200 million yuan through external borrowing [2] - The actual controller of the acquiring entities, Hexin Tingtao and Hexin Bolang, is Hu Kangqiao, who will become the actual controller of Changling Hydraulic after the completion of the equity change [1][2] Group 2 - The total transaction price for the acquisition is approximately 1.865 billion yuan, with available funds from partners' contributions and bank loans covering the transaction price [3] - The partners' contributions include about 1.127 billion yuan, with 1.01 billion yuan from their own funds and 117 million yuan from external borrowing by Hu Kangqiao [3] - Hu Kangqiao and Xu Lantao's other main operating asset is Hexin Huilian, a chip design company with a post-investment valuation of approximately 2.887 billion yuan [3][4] Group 3 - After the completion of the share transfer, Hu Kangqiao will control 50.65% of the voting rights of Hexin Huilian through a voting rights entrustment agreement [4] - If Hexin Huilian fails to achieve a qualified listing by December 31, 2026, the institutional shareholders have the right to require a buyback of their shares at a price not lower than the investment amount plus a 10% simple interest [4][5] - The commitment period for a qualified listing has been extended to December 31, 2028, which will not create immediate repayment obligations for contingent liabilities [5]

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control through a significant acquisition, with the funding sources and financial arrangements being closely scrutinized by regulatory authorities [1][2]. Funding Sources - The acquisition price is approximately 1.865 billion yuan, funded by the legal own funds of Chenglian Shuangying and self-raised funds from He Xin Ting Tao and He Xin Po Lang, totaling around 900 million yuan in own funds and 950 million yuan in self-raised funds [1][3]. - The self-raised funds include approximately 750 million yuan from merger loans and 200 million yuan from external borrowings, primarily from partner loans [1][2]. Partner Contributions - The acquisition platform consists of He Xin Ting Tao and He Xin Po Lang, with their capital contributions and partner structures undergoing changes to facilitate the acquisition [3][4]. - After the changes, He Xin Ting Tao's capital contribution will increase to 500 million yuan, while He Xin Po Lang's will rise to approximately 626.61 million yuan, with total contributions from partners amounting to about 1.126 billion yuan [4][5]. External Borrowings - Hu Kangqiao plans to secure approximately 117 million yuan in external borrowings to fulfill the capital contribution requirements for the acquisition platform, with specific lenders identified [11][12]. - The external borrowings are structured with clear repayment terms and do not involve any undisclosed interests or arrangements with the lenders [13][14]. Merger Loan Details - The acquisition will also involve a merger loan of about 750 million yuan, with banks currently in the process of approving the loan [15][16]. - The repayment structure for the merger loan includes annual payments of 1% for the first three years, followed by higher percentages in subsequent years, with a total loan term of seven years [26]. Financial Health of Partners - The financial health of Hu Kangqiao and Xu Lantao's other business assets is relatively small, which minimally impacts their ability to repay the merger loan and external borrowings [24]. - The core business, He Xin Interconnect Technology, has shown consistent revenue and profit growth, indicating a strong financial position to support the acquisition [26].

证券代码：605389 证券简称：长龄液压 公告编号：2025-030 江苏长龄液压股份有限公司 关于控股股东协议转让股份暨控制权拟发生变更的进展公告 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： 控制权变更 风险提示 本次控制权变更事项尚需履行的主要程序包括但不限于：上海证券交易所关 于本次协议转让的合规性确认、在中国证券登记结算有限责任公司上海分公司办 理股份过户相关手续等。上述事项能否最终完成实施以及上述事项的完成时间尚 存在不确定性。 一、本次权益变动概述 2025 年 7 月 10 日，公司控股股东及实际控制人夏继发、夏泽民与无锡核芯 听涛科技合伙企业（有限合伙）（以下简称"核芯听涛"）签订《股份转让协议》， 夏继发、夏泽民将所持有上市公司股份合计 36,007,360 股（占上市公司股份比例 为 24.99%）转让给核芯听涛，其中：夏继发将所持 26,209,439 股股份（占上市 公司股份比例为 18.19%）转让给核芯听涛；夏泽民将所持 9,797,921 股股份（占 上市公司股份比例为 6. ...

江苏长龄液压股份有限公司 要约收购报告书摘要 （更新稿） 上市公司名称：江苏长龄液压股份有限公司 收购人名称：无锡核芯破浪科技合伙企业（有限合伙） 住所：江阴市中南路1号A1办公楼308室 通讯地址：江阴市中南路1号A1办公楼308室 收购人一致行动人：无锡核芯听涛科技合伙企业（有限合伙） 住所： 江阴市中南路1号A1办公楼304室 通讯地址： 江阴市中南路1号A1办公楼304室 收购人一致行动人：江阴澄联双盈投资合伙企业（有限合伙） 住所：江阴市创富1号10幢1802室 通讯地址：江阴市创富1号10幢1802室 1 上市地点：上海证券交易所 股票简称：长龄液压 股票代码：605389 重要声明 本要约收购报告书摘要的目的仅为向社会公众投资者提供本次要约收购的 简要情况，投资者在做出是否预受要约的决定之前，应当仔细阅读要约收购报告 书全文，并以此作为投资决定的依据。 要约收购报告书全文将刊登于上海证券交易所网站（http://www.sse.com.cn）。 2 特别提示 本部分所述的词语或简称与本报告书摘要"释义"部分所定义的词语或简称 具有相同的涵义。 1、根据 2025 年 7 月 10 日，核芯听涛与 ...

证券代码：605389 证券简称：长龄液压 公告编号：2025-031 江苏长龄液压股份有限公司 关于收到要约收购报告书摘要（更新稿）的提示性公告 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： 近日，江苏长龄液压股份有限公司（简称"长龄液压""公司"或"上市公 司"）收到无锡核芯破浪科技合伙企业（有限合伙）（以下简称"核芯破浪""收 购人"）就本次要约收购事宜出具的《江苏长龄液压股份有限公司要约收购报告 书摘要（更新稿）》（以下简称"《要约收购报告书摘要（更新稿）》"），现 将具体情况公告如下： 2025 年 7 月 10 日，无锡核芯听涛科技合伙企业（有限合伙）（以下简 称"核芯听涛"）与夏继发、夏泽民，江阴澄联双盈投资合伙企业（有限合伙）（以 下简称"澄联双盈"）与夏继发分别签署《关于江苏长龄液压股份有限公司之股份 转让协议》，核芯听涛、澄联双盈拟协议收购夏继发、夏泽民持有的长龄液压 43,211,714 股股份，占长龄液压股份总数的 29.99%。 本次要约收购为核芯破浪向除收购人及其一致行动人以外的长 ...