江苏中晟高科环境股份有限公司 详式权益变动报告书 上市公司名称：江苏中晟高科环境股份有限公司 股票上市地点：深圳证券交易所 股票简称：中晟高科 股票代码：002778 信息披露义务人：福州千景投资有限公司 住所：福建省福州市福清市江阴镇工业区福建中景石化有限公司办公楼 3 层 10 室（自贸试验区内） 通讯地址：福建省福州市福清市江阴镇工业区福建中景石化有限公司办公楼 3 层 10 室（自贸试验区内） 股份变动性质：股份增加（协议转让） 签署日期：二〇二五年七月 江苏中晟高科环境股份有限公司 详式权益变动报告书 信息披露义务人声明 一、本报告书系信息披露义务人依据《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、法规和规范性文件编写。 详式权益变动报告书 目录 | 信息披露义务人声明 | | --- | | 日求 … | | 释义 | | 第一节 信息披露义务人介绍 | | 一、信息披露义务人基本情况… | | 二、信息 ...

华福证券有限责任公司 关于 江苏中晟高科环境股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 二〇二五年七月 1 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》等相关法律、法规和规范性文件的规定，华福证券有限责任公司（简称 "本财务顾问"）按照行业公认的业务标准、道德规范，本着诚实信用和勤勉尽 责的精神，对本次权益变动的相关情况和资料进行了核查，对信息披露义务人出 具《江苏中晟高科环境股份有限公司详式权益变动报告书》所披露的内容出具核 查意见。 为此，本财务顾问特作出如下声明： 1、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的 《江苏中晟高科环境股份有限公司详式权益变动报告书》进行了核查，确信披露 文件内容与格式符合规定，并有充分理由确信所发表的专业意见与信息披露义务 人披露的文件内容不存在实质性差异。 2、本财务顾问有充分理由确信本次权益变动符合相关法律、行政法规的规 定，有充分理由确信信息 ...

Core Viewpoint - Zhongsheng High-Tech (002778.SZ) is undergoing a change in control, with Fuzhou Qianjing Investment Co., Ltd. set to acquire a 22.35% stake from Tian Kai Huida, marking a significant shift in ownership and management [1][2][3]. Group 1: Ownership Change - The controlling shareholder of Zhongsheng High-Tech will change from Suzhou Wuzhong Financial Holding Group to Fuzhou Qianjing, with the actual controllers shifting to Weng Shengjin and He Congfu [1][3]. - The share transfer agreement was signed on July 22, with a transaction price of approximately 559 million yuan, translating to 20.04 yuan per share [3][2]. Group 2: Historical Context - This marks the second change in control for Zhongsheng High-Tech in five years, having previously been acquired by Suzhou state-owned assets in 2020 [4]. - The company was originally known as Gaoke Petrochemical and went public in 2016, undergoing a name change after the acquisition by Wuzhong Financial [4]. Group 3: Financial Performance - Zhongsheng High-Tech has faced declining performance, with a projected net profit of 46.96 million yuan for the first half of 2025, but a loss of 3.0058 million yuan in non-recurring profit [1][11]. - The company has reported continuous losses in non-recurring net profit from 2022 to the first half of 2025, totaling approximately 368 million yuan [11]. - Revenue has decreased significantly, with 2024 revenues for its petrochemical and environmental segments dropping by 3.52% and 21.8%, respectively [10]. Group 4: Strategic Shift - Following the divestiture of its lubricating oil business, Zhongsheng High-Tech aims to focus on its environmental business and expand into new areas, particularly in renewable energy and energy storage [10][11]. - The company plans to establish a new energy division to drive growth and reduce reliance on traditional energy sources [11].

Core Viewpoint - Jiangsu Zhongsheng High-Tech Environment Co., Ltd. is undergoing a change in control, with Fuzhou Qianjing Investment Co., Ltd. set to acquire 22.35% of the company's shares from Tian Kai Huida, marking a significant shift in ownership and management structure [1][3]. Group 1: Share Transfer Details - Fuzhou Qianjing will acquire 27,883,600 shares at a price of 20.04 yuan per share, totaling 559 million yuan [3]. - After the transaction, Tian Kai Huida will no longer hold shares in the company, while Fuzhou Qianjing will become the new controlling shareholder [3]. Group 2: New Controlling Shareholder Background - Fuzhou Qianjing is primarily controlled by Weng Shengjin and He Congfu, who have not previously engaged in capital market activities [3]. - The new shareholders are involved in the propane-propylene-polypropylene industry chain, with their company, Fujian Zhongjing Petrochemical Co., Ltd., expanding its operations upstream in recent years [3]. Group 3: Market Context and Industry Dynamics - The polypropylene industry in China has many participants and low market concentration, with private enterprises like Zhongjing Petrochemical rapidly expanding their production capacity [4]. - The industry is undergoing consolidation and is shifting towards high-end and green transformation [4]. Group 4: Financial Performance and Future Outlook - Zhongsheng High-Tech has exited the lubricating oil business, focusing on environmental protection, and is expected to report a net profit of 46.96 million yuan for the first half of 2025, marking a turnaround from previous losses [5]. - The company experienced a significant revenue decline of 72.93% year-on-year in Q1, with revenues of 29.718 million yuan [5]. - The new controlling shareholders are expected to leverage their industry resources to enhance the company's revenue growth in the fields of new energy materials and environmental technology [6].

Core Viewpoint - Zhongsheng High-Tech (SZ002778) is undergoing a change in control, with a private enterprise from Fujian, led by entrepreneur Weng Shengjin and his wife He Cong, set to acquire a significant stake in the company [1][4]. Group 1: Shareholder Changes - Fujian Qianjing Investment Co., Ltd. plans to acquire 22.35% of Zhongsheng High-Tech's shares from Suzhou Wuzhong District Tiankai Huida Equity Investment Partnership, which is an action party of the current controlling shareholder, Suzhou Wuzhong Financial Holding Group [4][5]. - The acquisition price is set at 20.04 yuan per share, totaling approximately 560 million yuan [5]. - If the transaction is completed, the controlling shareholder will shift from Wuzhong Financial Holding Group to Fujian Qianjing, with the actual controller changing to Weng Shengjin and He Cong [5][9]. Group 2: Background of New Shareholders - Weng Shengjin, referred to as the "King of Membranes," is the chairman of China Soft Packaging Group and the chairman of Fujian Zhongjing Petrochemical Co., Ltd. [2][9]. - Zhongjing Petrochemical is ranked 126th in the 2024 list of China's top 500 private enterprises, with an annual revenue of approximately 80.3 billion yuan [9]. - The company operates 15 production lines for BOPP (Biaxially Oriented Polypropylene) films, with an annual output of 900,000 tons [9]. Group 3: Shareholder Reduction - Shareholder Xu Xiaobin previously announced plans to reduce his stake, which aligns with regulatory requirements [3][10]. - The reduction period overlaps with the control change announcement, raising questions about the timing [11]. - Zhongsheng High-Tech clarified that Xu's reduction was disclosed earlier and is not related to the recent control change [11].

Core Viewpoint - Jiangsu Zhongsheng Gaoke Environmental Co., Ltd. is undergoing a significant change in control as Fuzhou Qianjing Investment Co., Ltd. plans to acquire 22.35% of the company's shares, potentially altering its governance structure and strategic direction [1][7]. Group 1: Transaction Details - The share transfer price is set at 20.04 yuan per share, representing a premium of 4.7% over the last trading day before suspension and 9.8% over the average price of the previous 20 trading days [2]. - The total transaction amount is approximately 559 million yuan, with payments structured in three phases: 100 million yuan within five working days of the agreement, approximately 259 million yuan after the Shenzhen Stock Exchange's confirmation, and 200 million yuan five working days before the share transfer registration [3]. Group 2: New Shareholder Profile - Fuzhou Qianjing Investment Co., Ltd. was established in October 2020 with a registered capital of 1.5 billion yuan, controlled by the couple Weng Shengjin and He Cong [4]. - The couple has a background in various industries, including petrochemicals and real estate, with their core enterprise being a significant polypropylene film producer in China [4][6]. Group 3: Market Reaction and Future Outlook - The market reacted positively to the news, with Zhongsheng Gaoke's stock hitting the daily limit up of 9.98% on the first trading day after resumption [1][7]. - The transaction is expected to bring several positive impacts, including the introduction of a new shareholder with industry experience, potential optimization of corporate governance, and expectations for asset injections [7]. - However, the new shareholder's recent capital reduction raises questions about their financial strength, and the special "delisting risk recourse clause" indicates potential undisclosed operational risks within the company [6][8].

若本次交易顺利完成，将导致公司控股股东及实际控制人发生变化，公司控股股东将由吴中金控变更为 福州千景，实际控制人将由苏州市吴中区人民政府变更为翁声锦与何从夫妇。 中国经济网北京7月23日讯 中晟高科（002778.SZ）今日涨停，截至发稿时报21.05元，涨幅9.98%。 中晟高科昨晚发布关于筹划控制权变更事项的进展暨复牌公告。中晟高科股票自2025年7月23日开市起 复牌。 中晟高科关于控股股东一致行动人协议转让股份暨控制权拟发生变更的提示性公告显示，本次股份转让 前，天凯汇达持有中晟高科27,883,590股股份，占公司总股本的22.35%，其一致行动人吴中金控持有中 晟高科8,812,650股股份，占公司总股本的7.06%，天凯汇达及其一致行动人合计持有中晟高科 36,696,240股，占公司总股本的29.42%。吴中金控为中晟高科控股股东，天凯汇达为一致行动人。 2025年7月22日，天凯汇达与福州千景签署了《股份转让协议》，约定拟以20.04元/股的价格向福州千 景协议转让天凯汇达持有的上市公司27,883,590股股份（占上市公司股份总数的22.35%）。福州千景资 金来源为其自有和自筹资金，资金 ...

Group 1 - Hualing Cable recently won multiple contracts totaling approximately 557 million yuan, accounting for 13.40% of its audited revenue for 2024 [1] - The projects include contracts from Southern Power Grid, China Institute of Atomic Energy, Zijin Mining, Tianjin Rail Transit, and China Nonferrous Metal International Mining [1] Group 2 - Weisi Medical's shareholder plans to reduce its stake by up to 3%, totaling no more than 2.8731 million shares, due to personal funding needs [2] - Han Yi Co. intends to invest 102 million yuan to acquire a 39% stake in Shanghai Pidong Cultural Media, aiming to expand its IP derivative business [2] Group 3 - Zhongsheng High-Tech's controlling shareholder will change to Fuzhou Qianjing after signing a share transfer agreement, with stock resuming trading [3] - Tianli Lithium Energy plans to invest 30% in a joint venture for advanced energy research, contributing 30 million yuan [5] Group 4 - Zhenbang Intelligent plans to invest up to 11 million USD to establish a production base in Indonesia [8] - Shenhuo Co. aims to set up a 1.512 billion yuan industry fund focusing on strategic emerging industries [9] Group 5 - Shenhuo Co. intends to acquire a 14.69% stake in Shenhuo New Materials for 298 million yuan through public bidding [11] - Kema Technology plans to acquire a 73% stake in Suzhou Kaixin Semiconductor for 102 million yuan to enhance its capabilities in silicon carbide materials [13] Group 6 - China Power Construction's subsidiary won two major engineering projects with total contract values of approximately 57.52 billion yuan and 54.39 billion yuan [14] - Huaxin Environmental plans to reduce its stake by up to 1.58% due to personal funding needs [15] Group 7 - Yuandong Bio's shareholders plan to collectively reduce their stake by up to 1.91% for personal funding needs [17] - Xiangming Intelligent's controlling shareholder plans to reduce its stake by up to 3% due to personal funding needs [18] Group 8 - Sand Technology's actual controller's associates plan to reduce their stake by up to 2% for personal funding needs [19] - Beifang Changlong decided to terminate the acquisition of 51% of Henan Zhongzheng due to changes in market conditions [20] Group 9 - ST Huicheng plans to publicly transfer 30% of its subsidiary Peak Intelligent for a starting price of 5.1 million yuan [22] - Yunji Group's major shareholder plans to reduce its stake by up to 3% for personal funding needs [23] Group 10 - Shunbo Alloy plans to raise up to 600 million yuan through a private placement to enhance its main business [24] - Berry Gene's major shareholder will face judicial enforcement on 1% of its shares due to a pledge default [25] Group 11 - Guanglian Aviation's controlling shareholder is under investigation, but the company's operations remain normal [26]

Core Viewpoint - The strategic adjustment of Zhongsheng High-Tech has made significant progress with the planned acquisition of 22.35% of its shares by Fuzhou Qianjing Investment, leading to a change in the controlling shareholder and actual controller, which is expected to create new opportunities for the company's future development [1][2][5] Group 1: Share Transfer and New Control - On July 22, Zhongsheng High-Tech announced that Fuzhou Qianjing Investment intends to acquire 22.35% of the company's shares from Tian Kai Hui Da, resulting in a change of controlling shareholder from Wu Zhong Jin Kong to Fuzhou Qianjing [1][2] - The new actual controllers, Mr. Weng Shengjin and Mrs. He Cong, have significant resources in the petrochemical industry, which can synergize with Zhongsheng High-Tech's existing environmental business [1][2][4] Group 2: Business Synergy and Future Growth - The synergy between the petrochemical business and the environmental business is expected to lower costs and enhance environmental benefits, while the environmental technology can support the green development of the petrochemical sector [1][4] - Zhongsheng High-Tech's focus on environmental and petroleum-related businesses aligns well with the strengths of the new controlling entity, which can provide substantial resources for business expansion and technological development [4][5] Group 3: Market Reaction and Future Outlook - Following the announcement, Zhongsheng High-Tech's stock price hit the daily limit, increasing by 9.98% to 21.05 yuan, with a total market capitalization of 2.626 billion yuan [1][5] - The transaction is seen as a milestone in the company's development, with expectations for stable operations during the transition period and a focus on core business areas [3][5]

Core Viewpoint - The capital drama of state-owned asset loss and private enterprise premium acquisition is unfolding at Zhongsheng High-Tech, with a significant change in control and ownership structure [2][5]. Group 1: Ownership Change - On July 22, Zhongsheng High-Tech announced a change in control, with its major shareholder, Suzhou Wuzhong Financial Holdings Group Co., Ltd. (Wuzhong Jinkong), transferring 22.35% of its shares to Fuzhou Qianjing Investment Co., Ltd. for a total price of 559 million yuan, at a price of 20.04 yuan per share [2][4]. - Following this transaction, the controlling shareholder will shift from Wuzhong Jinkong to Fuzhou Qianjing, with the actual controllers being Weng Shengjin and He Cong [2][3]. Group 2: Financial Performance - Zhongsheng High-Tech has been struggling with continuous losses, reporting net profits of -35.39 million yuan in 2022, -155 million yuan in 2023, and an estimated -170 million yuan in 2024 [5]. - The company's asset-liability ratio was reported at 71.5% at the end of 2024, indicating high debt levels and potential liquidity risks [5][6]. - As of December 31, 2024, the company had accounts receivable of 540 million yuan, with a bad debt provision of 121 million yuan, resulting in a bad debt provision ratio of 22.41% [6]. Group 3: Historical Context - The previous ownership change occurred in January 2020, when Xu Hanxiang transferred 7.064% of shares to Wuzhong Jinkong at a price of 31.42 yuan per share, totaling 198 million yuan [7]. - Wuzhong Jinkong and its affiliate Tian Kai Huida acquired a total of 22.3509% of shares for 626 million yuan, and are now selling these shares for 559 million yuan, indicating a significant loss [8]. Group 4: Related Transactions - In July 2020, Zhongsheng High-Tech acquired 70% of Suzhou Zhongsheng Environmental Restoration Co., Ltd. for 631 million yuan, with a valuation increase of 386.03%, but this asset has since reported losses [9]. - The company has a history of complex capital operations, including premium acquisitions and asset disposals, raising questions about potential hidden agreements [12].