Core Viewpoint - Suzhou Hesheng New Materials Co., Ltd. is undergoing a change in control for the second time in three years, with the current controlling shareholder Zhao Dongming and his associates planning to transfer 44.66 million shares (18% of total shares) to Moer Zhixin, making it the new controlling shareholder with Xie Haiwen as the new actual controller [1][2]. Group 1: Share Transfer Details - The share transfer agreement was signed on November 20, with a transfer price of 33.71 yuan per share, totaling approximately 1.505 billion yuan [2]. - After the transaction, Zhao Dongming and his associates will hold 34.03 million shares (13.72% of total shares) and will relinquish voting rights for 14.89 million shares (6% of total shares) [2]. Group 2: Company Background and Business Operations - Hesheng New Materials, established in 2002, specializes in the research, production, and sales of appearance composite materials for home appliances, primarily used in refrigerators and air conditioners [4]. - The company has established long-term partnerships with major home appliance brands such as Samsung, LG, and Midea, achieving a high market share in the composite materials sector [5]. Group 3: Future Business Plans and Investments - The new controlling shareholder, Moer Zhixin, has no immediate plans to make significant changes to the company's main business within the next 12 months [3]. - Hesheng New Materials has been increasing its investments in the artificial intelligence sector, including the establishment of Haixi Technology and a 10% stake in Yizhi Electronics [6].

天风证券股份有限公司 关于 苏州禾盛新型材料股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 二〇二五年十一月 声 明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收购 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》《公开发行证券的公司信息披露内容与格式准则第 16 号——上市公 司收购报告书》及相关法律、法规的规定，天风证券股份有限公司（以下简称"天 风证券"或"本财务顾问"）作为上海摩尔智芯信息科技合伙企业（有限合伙） （以下简称"信息披露义务人""摩尔智芯"）本次权益变动的财务顾问，就其 披露《详式权益变动报告书》有关内容出具核查意见。 本财务顾问是按照行业公认的业务标准、道德规范和诚实信用、勤勉尽责的 精神，本着独立、客观、公正的原则，在认真审阅相关资料和充分了解本次权益 变动的基础上，发表财务顾问意见，旨在就本次权益变动作出独立、客观和公正 的评价，以供广大投资者及有关各方参考。并在此特作如下声明： 1、本核查意见所依据的文件、资料由信息披露义务人提供。信息披露义务 人已向本财务顾问保证，其所提供的出具本核查意见所依据的所有文 ...

前言： 家人们，A股市场又爆大消息。2025年11月20号晚上，苏州禾盛新材（002290.SZ）一纸公告扔出来， 创始人赵东明要把手里18%的股份卖给上海摩尔智芯，33.71元一股，算下来整个交易要15.05亿元。 文|锐资 编辑|锐资 这笔买卖不简单，做了十七年实业的老板拿着钱走人，背后站着九鼎系旧部的资本玩家要接手。 这事儿看着是股权变更，实际上藏着当下传统制造业的通病，还有资本逐利的老套路。 赵东明套现"退场" 先说说这个要离场的赵东明。2008年他在苏州拉团队搞了禾盛新材，专门做家电外观的复合材料。 别觉得这行不起眼，三星、LG、美的这些家电大厂的外壳，好多都用他家的材料。产品过硬、供应链 稳，公司发展快得很，2009年就登陆深交所上市了。 那时候赵东明通过直接和间接持股，手里攥着56.73%的股份，在禾盛新材就是绝对的话事人。 制造业黄金期那几年，赵东明把禾盛新材做成了细分领域的隐形冠军，营收从上市初期的几亿涨到二十 多亿。 但从2016年开始，他好像不想干实业了，通过协议转让加定向增发，把公司控制权卖给了中科创资产， 实控人变成了张伟。 谁能想到这步棋踩了雷，2022年中科创资产和张伟栽了大跟头 ...

| 股东名称 | 本次交易前 | | 本次交易后 | | | | --- | --- | --- | --- | --- | --- | | | 持股数量(股) | 持股比 | 持股数量(股) | 持股比 | 表决权比 | | | | 例 | | 例 | 例 | | 赵东明及其一致行动 人 | 58,844,166 | 23.72% | 34,032,933 | 13.72% | 7.72% | | 上海泓垣盛 | 51,429,633 | 20.73% | | | | | 卢大光 注 | | ■ | 31,580,646 | 12.73% | 12.73% | | 摩尔智芯 | | ■ | 44,660,220 | 18.00% | 18.00% | 谢海闻有九鼎系工作经历。谢海闻，1984年出生，中国国籍，无境外永久居留权，北京大学金融工 程学硕士，长江商学院FMBA。2009年12月至2011年6月，担任中国国际金融股份有限公司策略研究 中国经济网北京11月25日讯 禾盛新材(002290.SZ)近日披露了关于公司股东签署股份转让协议暨控 制权拟发生变更的提示性公告。 禾盛新材控股股东、实际控制人赵东明 ...

禾盛新材 20251124 和胜新材近期股权变更的具体情况是什么？对公司未来发展有何影响？ 和胜新材近期进行了股权变更，两位股东将 18%的股份转让给了摩尔之星，谢 总成为新的实际控制人。公司将加大在芯片领域的布局，但传统主营业务保持 不变，并继续良好经营。在 AI 芯片领域，公司计划未来进行更多投入。摩尔之 星拥有深厚的产业背景，包括慧博云通董事谢总、阿里巴巴集团副总裁黄总等 核心人物，这些资源将为和胜新材提供平台赋能，特别是在 AI 芯片领域的发展。 易知电子采用 CPU 加 NPU（C+N）的二合一技术路线，类似于苹果 M 系列芯片，实现了统一内存技术，避免了爆显存的问题，在对密度有要 求、模型尺度灵活以及数据不能出域等应用场景中具有明显优势。 易知电子与国内主流 40 家软件硬件厂商全部完成互认证，无需专门修 改软件版本即可运行，兼容性得到了操作系统、数据库、中间件等多方 认可，同时在价格方面保持竞争力，使其成为 ARM CPU 体系中的佼佼 者。 和胜新材目前的业务结构和主要客户有哪些？ 和胜新材目前主要分为三块业务：家电业务、海希技术以及易事电子。家电业 务涵盖松下、日立、三星、LG 和美的等顶级 ...

Economic Overview - High-frequency data indicates that automotive consumption remains strong, benefiting from tax incentives and subsidies, while textile and film consumption is weak[7] - Real estate sales and land market show signs of fatigue, with infrastructure special bonds fully issued but project progress lagging[7] - Exports to South Korea are recovering, while import demand weakens post shopping festival[7] Market Performance - Major global asset prices have declined, with the Hang Seng Index dropping 5.1%, the largest decline among major indices[9] - The S&P 500 Index fell by 1.9%, while the Shanghai Composite Index decreased by 3.9%[9] - The 10-year U.S. Treasury yield fell by 8 basis points to 4.06%[9] Federal Reserve Insights - The U.S. added 119,000 non-farm jobs in September, significantly exceeding expectations of 51,000[12] - The unemployment rate rose to 4.4%, higher than the expected 4.3%[12] - Federal Reserve officials exhibit significant internal disagreement regarding future monetary policy direction[8] Investment Strategies - ETF inflows have increased significantly to 503 billion, while foreign and financing funds have seen outflows[15] - The market's trading activity has decreased, with average daily turnover dropping to 1.9 trillion[14] - The risk appetite remains low, with the overall market sentiment declining[14] Sector Analysis - The technology sector is expected to benefit from AI advancements, with recommendations for investments in internet and computing sectors[35] - The financial sector is poised for recovery, with a focus on brokerage and insurance stocks[35] - Consumer stocks are seen as undervalued, with potential growth in food and beverage sectors[35]

Investment Rating - The report initiates coverage with an "Outperform" rating for the company [4]. Core Insights - The company is a leader in the home appliance composite materials sector, maintaining stable operations while strategically expanding into AI chips and servers, capitalizing on the domestic computing power wave, indicating significant future growth potential [4][10]. - Revenue projections for 2025-2027 are estimated at 30.06 billion, 35.22 billion, and 40.87 billion RMB, with corresponding EPS of 0.83, 1.19, and 1.68 RMB [10][14]. Financial Summary - Total revenue for 2023 is projected at 2,340 million RMB, with a year-on-year growth of 9.7%. This is expected to grow to 2,526 million RMB in 2024, 3,006 million RMB in 2025, 3,522 million RMB in 2026, and 4,087 million RMB in 2027, reflecting growth rates of 7.9%, 19.0%, 17.2%, and 16.0% respectively [3][10]. - Net profit attributable to the parent company is forecasted to be 83 million RMB in 2023, increasing to 98 million RMB in 2024, 207 million RMB in 2025, 296 million RMB in 2026, and 417 million RMB in 2027, with growth rates of 25.5%, 18.3%, 111.2%, 43.1%, and 41.0% respectively [3][10]. Business Overview - The company has over 20 years of experience in the home appliance composite materials sector, focusing on PCM (pre-coated metal sheets) and VCM (film-coated metal sheets) used in various home appliances [19][20]. - The company has established a subsidiary, Haixi Technology, to advance its AI transformation, focusing on AI servers and intelligent computing centers, which have already begun to generate significant orders and profits [4][9]. AI Business Expansion - The AI business is expected to see rapid growth, with revenue projections of 300 million RMB in 2025, 600 million RMB in 2026, and 960 million RMB in 2027, reflecting growth rates of 100% and 60% for the latter two years [9][11]. - The company is actively building a diversified product matrix in the AI sector, including hardware, software, and industry-specific solutions, to enhance its market presence [39][44]. Valuation Analysis - The report employs both PE and PS valuation methods, estimating a reasonable valuation of 147.90 billion RMB based on a 50x PE for 2026, corresponding to a target price of 59.61 RMB per share [4][16]. - The average PE of comparable companies is around 43.54x for 2026, indicating a strong growth trajectory for the company [14][15].

Core Viewpoint - He Sheng New Materials is undergoing another change in control, with the major shareholder Zhao Dongming and his associates transferring 18% of the company's shares to Moer Zhixin at a price of 33.71 yuan per share, totaling approximately 1.505 billion yuan [1][3]. Group 1: Share Transfer Details - The share transfer involves 44.66 million shares, representing 18% of He Sheng New Materials' total share capital, with a total transaction value of approximately 1.505 billion yuan [1][3]. - After the transaction, Moer Zhixin will become the controlling shareholder, while Zhao Dongming and his associates will hold 13.72% of the shares and forfeit voting rights on 6% of the shares [3]. - The transfer price represents a discount of about 13% compared to the market price of 38.82 yuan per share as of November 21 [3]. Group 2: Historical Context - He Sheng New Materials has experienced multiple changes in control, initially founded and controlled by Zhao Dongming, then transferred to Zhongke Chuang Asset Management in 2016, and later returned to Zhao Dongming in 2023 after legal issues faced by the previous controller [4]. - The company has a history of control changes, with the most recent shift occurring just over two years after Zhao Dongming regained control [4]. Group 3: New Controlling Entity - Moer Zhixin, the new controlling entity, was established less than three months prior to the acquisition and has a registered capital of 755 million yuan, operating in the software and information technology services sector [5][6]. - The business scope of Moer Zhixin includes various trending areas in the information technology industry, such as information system integration, AI public data platforms, and integrated circuit design and manufacturing [6]. - The actual controller of Moer Zhixin, Xie Haiwen, has a strong background in finance and investment, having held senior positions in various financial institutions [6]. Group 4: Company Performance - He Sheng New Materials has shown a steady increase in revenue and net profit, with a reported revenue of 1.862 billion yuan for the first three quarters of the year, reflecting a year-on-year growth of 1.41%, and a net profit of 144 million yuan, up 67.90% year-on-year [7].

Core Viewpoint - He Sheng New Materials is undergoing another change in control, with the major shareholder Zhao Dongming and his associates transferring 18% of the company's shares to Moer Zhixin at a price of 33.71 yuan per share, totaling approximately 1.505 billion yuan [2][5]. Group 1: Share Transfer Details - The share transfer involves 44.66 million shares, representing 18% of He Sheng New Materials' total share capital, with a total transaction value of approximately 1.505 billion yuan [5]. - The transfer price of 33.71 yuan per share reflects a discount of about 13% compared to the closing price of 38.82 yuan per share on November 21 [4][5]. - After the transaction, Moer Zhixin will become the controlling shareholder, while Zhao Dongming and his associates will hold 13.72% of the shares and forfeit voting rights for 6% of the shares [5]. Group 2: Historical Context - This is not the first change in control for He Sheng New Materials; the company was originally founded and controlled by Zhao Dongming, then transferred to Zhongke Chuang Asset Management in 2016, and later returned to Zhao Dongming in 2023 after legal issues faced by the previous controller [6][9]. - The new controlling entity, Moer Zhixin, was established recently and is involved in various sectors within the information technology industry, including software services and integrated circuit design [9]. Group 3: Company Performance - He Sheng New Materials has shown a steady increase in revenue and net profit, with reported revenue of 1.862 billion yuan for the first three quarters of the year, a year-on-year increase of 1.41%, and a net profit of 144 million yuan, up 67.90% year-on-year [10].

Core Viewpoint - The controlling shareholder of He Sheng New Materials (002290) will change to Shanghai Moer Zhixin Information Technology Partnership (Limited Partnership), with the actual controller shifting from Zhao Dongming to Xie Haiwen [2][4]. Group 1: Share Transfer Details - On November 21, He Sheng New Materials announced that Zhao Dongming and his associates signed a share transfer agreement to transfer 44.66 million shares (18% of total shares) to Moer Zhixin at a price of 33.71 CNY per share, totaling approximately 1.505 billion CNY [4][5]. - After the transaction, Moer Zhixin will hold 18% of He Sheng New Materials, while Zhao Dongming and associates will retain 34.03 million shares (13.72% of total shares) and waive voting rights for 14.89 million shares (6% of total shares) [6]. Group 2: New Controller Background - Xie Haiwen, born in 1984, holds a master's degree in financial engineering from Peking University and has extensive experience in investment and management roles, including positions at China International Capital Corporation and various investment firms [6][7]. Group 3: Future Plans and Business Overview - Moer Zhixin recognizes the intrinsic value and long-term investment potential of He Sheng New Materials and plans to enhance the company's competitiveness and profitability through operational management experience and resource integration [7]. - Currently, Moer Zhixin has no plans for significant changes to He Sheng New Materials' main business in the next 12 months, which focuses on the research, production, and sales of appearance composite materials for home appliances [8].