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申科股份(002633) - 2025 Q2 - 季度业绩预告
2025-07-14 10:35
[Shenke Sliding Bearing Co., Ltd. 2025 Semi-Annual Performance Forecast](index=1&type=section&id=Shenke%20Sliding%20Bearing%20Co.%2C%20Ltd.%202025%20Semi-Annual%20Performance%20Forecast) [Current Period Performance Forecast](index=1&type=section&id=Item%20I.%20Current%20Period%20Performance%20Forecast) The company anticipates a significant year-over-year decline in its 2025 first-half performance, with net profit attributable to shareholders projected to decrease by 42.73% to 54.79% Key Financial Performance Indicators | Item | 2025 Semi-Annual Forecast | Prior Year Period | Year-over-Year Change | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | Profit: 3.00 - 3.80 million yuan | Profit: 6.6354 million yuan | Decrease: 42.73% - 54.79% | | **Net Profit After Non-Recurring Items** | Profit: 1.80 - 2.60 million yuan | Profit: 5.5093 million yuan | Decrease: 52.81% - 67.33% | | **Basic Earnings Per Share** | Profit: 0.0200 - 0.0253 yuan/share | Profit: 0.0442 yuan/share | - | [Communication with Accounting Firm](index=1&type=section&id=Item%20II.%20Communication%20with%20Accounting%20Firm) The company clarifies that the financial data in this performance forecast represents preliminary internal estimates and has not yet been audited by an accounting firm - The performance forecast data has not been audited by an accounting firm[3](index=3&type=chunk) [Explanation of Performance Changes](index=1&type=section&id=Item%20III.%20Explanation%20of%20Performance%20Changes) The primary reason for the performance decline is weakened market demand for marine equipment products, leading to reduced orders and a corresponding decrease in operating revenue - In the first half of 2025, due to declining market demand and reduced orders for marine equipment products, the company's operating revenue decreased by approximately **20 million yuan**, a decline of about **15.60%**, leading to a corresponding decrease in net profit[4](index=4&type=chunk) [Risk Warning](index=2&type=section&id=Item%20IV.%20Risk%20Warning) The company advises investors that the disclosed performance data is preliminary, with final accurate financial figures to be detailed in the 2025 Semi-Annual Report, urging cautious investment decisions - This performance forecast data represents preliminary estimates by the company's finance department; specific financial data will be fully disclosed in the **2025 Semi-Annual Report**, and investors are advised to be aware of investment risks[5](index=5&type=chunk)
7月10日早间重要公告一览
Xi Niu Cai Jing· 2025-07-10 05:02
Group 1 - Company Junhe Precision expects a net profit of 49.3 million to 53 million yuan for the first half of 2025, representing a year-on-year increase of 46.61% to 57.61% [1] - Company Yingtan plans to reduce its shareholding by a total of 2.79%, with specific reductions from major shareholders and executives due to funding needs [1][2] - Company EFORT W.F.C. Holding plans to sell 22% of its stake in GME Aerospace for 6 million euros, reducing its ownership from 48.99% to 19.76% [2] - Company Huada Jiutian has terminated its major asset restructuring plans due to a lack of consensus on key terms among parties involved [3] - Company Shankai Intelligent is planning a change in control, leading to a temporary suspension of its stock trading [3] Group 2 - Company TCL Technology anticipates a revenue of 82.6 billion to 90.6 billion yuan for the first half of 2025, with a net profit increase of 81% to 101% [5][6] - Company TCL Zhonghuan expects a net loss of 4 billion to 4.5 billion yuan for the first half of 2025, worsening from the previous year [6] - Company Lvtianhua forecasts a net profit decline of 62.64% to 73.85%, estimating a profit of 3.5 million to 5 million yuan [8] - Company Zhongke Jincai expects a net loss of 75 million to 105 million yuan, representing a decline of 51.43% to 112% [9] - Company AVIC Heavy Machinery anticipates a net profit decrease of approximately 33.29% for the first half of 2025 [11] Group 3 - Company Jiangbolong reports that the National Integrated Circuit Industry Investment Fund has reduced its stake to below 5% [13] - Company Erlu Si plans to reduce its shareholding by up to 1% due to personal funding needs [14] - Company Zhonghua Rock intends to reduce its shareholding by up to 0.46% for personal funding reasons [15] - Company Jiekang Equipment plans to reduce its shareholding by up to 1% due to personal funding needs [15] - Company Jianzhijia's actual controller plans to increase its shareholding by 50,000 to 100,000 shares [16] Group 4 - Company Jinshi Resources has had a lawsuit terminated after the plaintiff withdrew their case, which had sought 90 million yuan in damages [18] - Company Huaye Fragrance plans to reduce its shareholding by up to 3% due to personal financial arrangements [19] - Company Zhaobiao plans to reduce its shareholding by a total of 0.54% due to personal funding needs [20] - Company Shenkai plans a full takeover offer at 16.13 yuan per share for 8659 million shares, representing 57.73% of its issued shares [21] - Company Suqian Liansheng plans to reduce its shareholding by a total of 6.03% due to personal funding needs [22]
筹划“卖壳”五年,能否如愿?
Zhong Guo Ji Jin Bao· 2025-07-10 01:34
Core Viewpoint - Shandong provincial state-owned assets plan to acquire a controlling stake in Shinke Co., Ltd. through a comprehensive tender offer, following previous attempts to sell the company since October 2020 [2][4]. Group 1: Share Transfer and Acquisition - Shinke Co., Ltd. announced that its controlling shareholder, He Quanbo, and the second-largest shareholder, Beijing Huachuang, signed a property transaction contract with Shenzhen Huili to transfer a total of 41.89% of the company's shares [2][6]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][7]. - Following the transfer, Shenzhen Huili will become the controlling shareholder, and the actual controller will change to the Zaozhuang City Tai'erzhuang District State-owned Assets Supervision and Administration Commission [7][9]. Group 2: Tender Offer Obligations - The acquisition will trigger a mandatory tender offer as Shenzhen Huili's shareholding will exceed 30% of the total issued shares [4][6]. - Shenzhen Huili plans to issue a tender offer at the same price of 16.13 yuan per share for 86.58 million shares, excluding shares held by He Quanbo and Beijing Huachuang [7][9]. - The tender offer has received approval from state-owned asset regulatory authorities but is subject to further compliance checks and potential uncertainties regarding its final implementation [7][9]. Group 3: Risks and Governance - If the public shareholding falls below 25% by the end of the tender offer period, Shinke Co., Ltd. may face risks related to its stock distribution not meeting listing requirements [4][9]. - The new controlling shareholder intends to actively participate in corporate governance and improve the company's operational performance and profitability [9][10]. - Shinke Co., Ltd. has faced financial difficulties since its listing in 2011, with most years reporting losses, and has made multiple attempts to change control since October 2020 [10].
筹划“卖壳”五年,能否如愿?
中国基金报· 2025-07-10 01:22
Core Viewpoint - Shanke Co., Ltd. is undergoing a significant change in control as its major shareholders plan to transfer a combined 41.89% stake to Shenzhen Huili, which will make Shenzhen Huili the controlling shareholder of the company [1][5][7]. Summary by Sections Share Transfer and Acquisition - On July 9, Shanke Co., Ltd. announced that its controlling shareholder He Quanbo and the second-largest shareholder Beijing Huachuang signed a property transaction contract with Shenzhen Huili to transfer 41.89% of the company's shares [1][5]. - The share transfer includes 42.19 million shares from He Quanbo (28.12% of total shares) and 20.64 million shares from Beijing Huachuang (13.76% of total shares), with a total transaction price of 1.013 billion yuan at 16.12 yuan per share [6][12]. Mandatory Tender Offer - The acquisition by Shenzhen Huili will trigger a mandatory tender offer as it will hold more than 30% of the company's shares, requiring it to make an offer to all other shareholders [3][6]. - The tender offer price is set at 16.13 yuan per share for 86.58 million shares [6]. Regulatory Approval and Risks - Shenzhen Huili's acquisition has received approval from state-owned asset regulatory authorities but still requires compliance checks and potential antitrust reviews [7]. - There is a risk that if the public shareholding falls below 25% after the tender offer, Shanke Co., Ltd. may not meet the listing requirements, which could lead to delisting [3][9]. Company Background - Shanke Co., Ltd., established in 1996, specializes in the research, production, and sales of sliding bearings and has been listed on the Shenzhen Stock Exchange since November 2011. The company has faced financial difficulties, with most years since 2012 reporting losses [10].
申科股份:深圳汇理要约收购8658.75万股
news flash· 2025-07-09 14:18
Group 1 - The core point of the article is that Shenzhen Huili has initiated a tender offer for Shenkai Co., acquiring 41.89% of its shares, which triggers a mandatory tender offer [1] - The tender offer price is set at 16.13 yuan per share, with a total of 8,658.75 million shares being offered, representing 57.73% of the total issued shares [1] - The purpose of the tender offer is not to terminate the listing status of Shenkai Co. [1]
申科股份: 关于控股股东、实际控制人与第二大股东通过公开征集转让方式转让公司全部股份与受让方签署《产权交易合同》的提示性公告暨权益变动进展公告
Zheng Quan Zhi Xing· 2025-07-09 14:10
Core Viewpoint - The announcement details the transfer of all shares of Shenkai Co., Ltd. from its controlling shareholder and second-largest shareholder to Shenzhen Huili Hongsheng Industrial Holdings, triggering a mandatory general offer for the remaining shares held by other shareholders [1][3][4]. Summary by Sections Agreement Transfer Overview - The controlling shareholder He Quanbo and second-largest shareholder Beijing Huachuang will transfer a total of 62,831,216 shares, representing 41.89% of the company's total equity, to Shenzhen Huili at a price of 16.12 yuan per share, totaling approximately 1.01 billion yuan [3][4][6]. - After the transfer, the controlling shareholder will change from He Quanbo to Shenzhen Huili, with the actual controller becoming the Zaozhuang Tai'erzhuang District State-owned Assets Administration [1][3]. Background and Purpose of the Transfer - The transfer is part of Shenzhen Huili's strategic development, aiming to enhance the company's governance and profitability while sharing the development results with all shareholders [6][7]. Required Approvals and Procedures - The transfer requires compliance with the "Mergers and Acquisitions Management Measures" and will trigger a mandatory general offer to all other shareholders of Shenkai Co., Ltd. [3][4][6]. - Shenzhen Huili has obtained approval from the state-owned assets regulatory authority for the offer [1][3]. Parties Involved - The transferors include He Quanbo and Beijing Huachuang, while the transferee is Shenzhen Huili Hongsheng Industrial Holdings, which is controlled by the Zaozhuang Tai'erzhuang District State-owned Assets Administration [10][11]. Key Terms of the Transfer Agreement - The agreement stipulates that the transfer price is not lower than 90% of the closing price on the trading day prior to the agreement signing [3][4]. - The agreement includes provisions for the payment of the transfer price, with a guarantee deposit of approximately 249.89 million yuan and the remaining amount to be paid within five working days [13][25]. Future Steps and Compliance - The transfer will only be completed after obtaining necessary approvals from regulatory bodies and completing the mandatory general offer [7][26]. - The parties are committed to facilitating the completion of the transfer in compliance with relevant laws and regulations [25][26].
申科股份: 北京大成(深圳)律师事务所关于深圳汇理鸿晟产业控股企业(有限合伙)要约收购报告书摘要之法律意见书
Zheng Quan Zhi Xing· 2025-07-09 14:10
Group 1 - The core opinion of the legal opinion letter is that Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) has the legal qualifications and capability to conduct the tender offer for Shenke Sliding Bearing Co., Ltd. [1][5][7] - Shenzhen Huili's basic information includes a registered capital of 460 million RMB and is managed by Shenzhen Hongde Business Service Co., Ltd. [3][4] - The actual controller of Shenzhen Huili is the Zaozhuang Taierzhuang District State-owned Assets Administration Center, through its control of Shandong Taihong Investment Development Group Co., Ltd. [5][6] Group 2 - Shenzhen Huili has confirmed that it does not fall under any prohibitive conditions outlined in the "Measures for the Administration of Acquisitions" that would prevent it from acquiring shares in a listed company [5][6]. - The funding for the tender offer will be sourced from a loan agreement with its controlling shareholder, Shandong Hongsheng, which has committed to providing the necessary performance guarantee [6][7]. - The legal opinion concludes that Shenzhen Huili possesses both the qualifications and the financial capability to fulfill its obligations under the tender offer [7].
申科股份: 收购报告书摘要
Zheng Quan Zhi Xing· 2025-07-09 14:09
Group 1 - The core point of the news is the acquisition offer by Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) for Shinke Bearings Co., Ltd, which aims to acquire a total of 86,587,534 shares at a price of 16.13 yuan per share, representing 57.73% of the company's circulating shares [4][6][7] - Shenzhen Huili has successfully acquired 41.89% of Shinke's shares through a public auction, making it the controlling shareholder of the company [3][19] - The acquisition is part of a legal obligation to issue a comprehensive offer to all other shareholders, ensuring compliance with the Securities Law and the Regulations on the Management of Acquisitions [4][19] Group 2 - The total amount required for the acquisition is approximately 1.4 billion yuan, which will be funded through self-raised capital and a loan agreement with Shandong Hongsheng [7][8] - The acquisition process includes a 30-day offer period during which shareholders can accept the offer, with the results confirmed by the China Securities Depository and Clearing Corporation [8][20] - The financial and legal advisors for the acquisition are Guolian Minsheng Securities and Beijing Dacheng (Shenzhen) Law Firm, respectively, both of which have confirmed the legality and feasibility of the acquisition [21][22]
申科股份: 关于收到要约收购报告书摘要的提示性公告
Zheng Quan Zhi Xing· 2025-07-09 14:09
Core Viewpoint - The company Shenkai Co., Ltd. is undergoing a significant change in its ownership structure, with Shenzhen Huili becoming the new controlling shareholder after acquiring a substantial portion of shares through a public auction [1][5]. Summary by Sections Share Transfer Details - The total shares being transferred amount to 62,831,216, representing 41.89% of the company's total share capital, with 42,187,466 shares from He Quanbo (28.12%) and 20,643,750 shares from Beijing Huachuang (13.76%) [1]. - The transaction was completed at a price of approximately 1,013,072,279.88 RMB (about 1.01 billion RMB) [1]. Tender Offer - Shenzhen Huili is required to make a tender offer for all publicly traded shares held by other shareholders, totaling 86,587,534 shares at a price of 16.13 RMB per share [2][7]. - The tender offer price is subject to adjustments if there are any corporate actions such as dividends or stock splits during the offer period [2][7]. Ownership and Control Changes - Following the share transfer, Shenzhen Huili will become the controlling shareholder, with the actual control of the company shifting to Taierzhuang State-owned Assets [5]. - The tender offer is not intended to delist the company from the stock exchange [5]. Financial and Regulatory Aspects - The maximum total funds required for the tender offer is approximately 1,396,656,923.42 RMB (about 1.40 billion RMB) [8]. - The funding for the tender offer will be sourced from loans secured by Shenzhen Huili from its controlling entity, Shandong Hongsheng [8]. Offer Duration - The tender offer will be valid for 30 calendar days, with specific dates to be announced in subsequent disclosures [8].
申科股份: 简式权益变动报告书(北京华创)
Zheng Quan Zhi Xing· 2025-07-09 14:09
Core Points - The report details the equity change of Shenkai Sliding Bearing Co., Ltd, indicating that Beijing Huachuang Yisheng Asset Management Center (Limited Partnership) has transferred its entire stake in the company [1][2] - The transfer involves 20,643,750 shares, representing 13.7625% of the total share capital, to Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership) [6][7] - The transaction is subject to compliance confirmation from the Shenzhen Stock Exchange and requires the completion of legal obligations for the buyer [6][22] Group 1: Equity Change Details - The equity change is executed through a share transfer agreement signed on July 7, 2025, between the transferor and the transferee [6][20] - The total transfer price is approximately 1,013,072,279.88 RMB, with an initial deposit of 249,891,683.96 RMB [8][21] - Following the transfer, the disclosing party will no longer hold any shares in the company [7][22] Group 2: Parties Involved - The disclosing party is Beijing Huachuang Yisheng Asset Management Center (Limited Partnership), established on May 29, 2015, with a registered capital of 295,478.27 million RMB [5][26] - The transferee, Shenzhen Huili Hongsheng Industrial Holdings (Limited Partnership), was established on May 26, 2025, and is controlled by the Zaozhuang City Taierzhuang District State-owned Assets Affairs Center [24][25] - The report confirms that the transferee meets the legal requirements for acquiring shares in a listed company and has not faced significant legal penalties in the past five years [25][26] Group 3: Future Plans and Compliance - The disclosing party has no plans to increase or decrease its stake in the company within the next 12 months [6][28] - The transfer is contingent upon the completion of regulatory approvals and compliance checks by the relevant authorities [22][28] - The report emphasizes that all necessary disclosures have been made, and there are no additional arrangements or conditions related to the equity change [22][27]