海伦钢琴股份有限公司 简式权益变动报告书 上市公司：海伦钢琴股份有限公司 股票上市地：深圳证券交易所 股票简称：海伦钢琴 股票代码：300329.SZ 信息披露义务人：四季香港投资有限公司 住所：UNIT D 12/F SEABRIGHT PLAZA, 9-23 SHELL STREET, NORTH POINT, HONG KONG 通讯地址：浙江省宁波市北仑区龙潭山路 36 号 权益变动性质：股份减少（协议转让） 签署日期：二零二五年七月 信息披露义务人声明 本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含义。 一、本报告书系根据《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》及其他相关法律、法规及部门规章的有关规定编写。 二、本报告书已全面披露信息披露义务人在海伦钢琴股份有限公司拥有权益 的股份变动情况。截至本报告书签署日，除本报告书披露的信息外，信息披露义 务人没有通过其他任何方式增加或减少其在海伦钢琴股份有限公 ...

首创证券股份有限公司 关于海伦钢琴股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问：首创证券股份有限公司 二〇二五年七月 首创证券股份有限公司关于海伦钢琴股份有限公司详式权益变动报告书之财务顾问核查意见 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》及《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》等法律法规和规范性文件的规定，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、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的《海伦钢琴股份有限公司详式 权益变动报告书》所披露的内容出具核查意见，以供投资者和有关各方参考。 为此，本财务顾问特做出以下声明与承诺： 1、本财务顾问所依据的有关资料由信息披露义务人提供。信息披露义务人 已作出声明，保证其所提供的所有文件、材料及口头证言真实、准确、完整、及 时，不存在任何重大遗漏、虚假记载或误导性陈述，并对其真实性、准确性、完 整性和合法性负责。 2、财务顾问已按照 ...

Core Viewpoint - Helen Piano is undergoing a change in control, with the new controlling party being a technology company associated with Quan Tuo Zhuo Dai, which has been established specifically for this transaction [1][4][11]. Group 1: Transaction Details - Helen Piano's major shareholder, Helen Investment, and its actual controller, Chen Hailun, have signed an agreement to transfer 60,260,600 shares, representing 23.83% of the total share capital, to Quan Tuo Zhuo Dai at a price of 9.09 yuan per share, totaling approximately 548 million yuan [1][4]. - Following the transaction, Chen Hailun will relinquish voting rights for 15,173,300 shares, which is 6.00% of the total shares, until the new controller, Cui Yongqing, no longer holds control [4][3]. - The transaction is subject to an 18-month lock-up period during which the acquired shares cannot be transferred [4]. Group 2: Background of the New Controlling Party - Quan Tuo Zhuo Dai was established on March 7, 2025, and is suspected to have been created specifically for this transaction [2][11]. - The associated company, Quan Tuo Technology, focuses on data element circulation and AI model development, boasting a significant data resource with over 950 million active behavioral data points [2][12]. - Cui Yongqing, the founder of Quan Tuo Technology, will become the new actual controller of Helen Piano after the transaction [3][12]. Group 3: Financial Performance of Helen Piano - Helen Piano has experienced a continuous decline in performance, with revenues dropping from 379 million yuan in 2022 to 159 million yuan in 2024, representing year-on-year decreases of 27.33%, 21.56%, and 46.47% respectively [10]. - The net profit has also declined, with figures of 8.32 million yuan in 2022 turning into losses of 78.85 million yuan in 2023 and 97.92 million yuan in 2024 [10]. - In Q1 2025, the revenue was 27.76 million yuan, a year-on-year decrease of 39.96%, with a net loss of 9.68 million yuan, down 154.56% from the previous year [10]. Group 4: Market Reactions and Speculations - Prior to the announcement of the change in control, Helen Piano's stock price surged from 7.86 yuan to 10.29 yuan, marking an increase of approximately 31% over six trading days [7]. - There are allegations of insider trading, as information regarding the transaction was reportedly leaked before the official announcement [8][9]. - Speculations suggest that Quan Tuo Technology may use this transaction as a means to achieve a backdoor listing through Helen Piano [14].

Core Viewpoint - Helen Piano Co., Ltd. is undergoing a significant ownership change, with the transfer of 23.83% of its shares to Quanta Zhodai, leading to a new actual controller, Cui Yongqing, who aims to integrate resources for the company's digital and intelligent transformation [1][2]. Group 1: Ownership and Control Changes - The share transfer agreement was signed on July 24, involving Helen Investment and other stakeholders transferring a total of 60.26 million shares to Quanta Zhodai [1]. - Following the transaction, Helen Investment's shareholding will decrease from 27.41% to 20.56%, and its voting rights will drop from 27.41% to 14.56% [2]. - Quanta Zhodai will acquire 23.83% of the company's equity and voting rights, with Cui Yongqing gaining actual control over Helen Piano [2]. Group 2: Strategic Direction and Market Position - The partnership is seen as a strong collaboration, with Helen Piano's chairman stating that the brand will be retained while the company will receive a loan of 200 million yuan to improve cash flow [2]. - The musical instrument industry is experiencing a digital and intelligent transformation, with AI, VR, and big data creating new opportunities, particularly in the smart piano market [2][3]. - Helen Piano has actively entered the smart instrument sector, launching smart piano products and planning to showcase smart electric wind instruments at the Shanghai International Musical Instruments Exhibition [3]. Group 3: Sales and Marketing Strategies - The company is enhancing its online sales channels through e-commerce platforms, live streaming, and flagship stores, aiming to increase brand exposure and sales [3]. - The new major shareholder, Cui Yongqing, is expected to leverage his data application experience to improve Helen Piano's channel construction and online sales strategies [3]. - The smart electric piano products may also be integrated into various sectors such as smart classrooms and government procurement, opening new avenues for sales [3].

Group 1 - Liu Pharmaceutical Group plans to repurchase shares worth between 100 million and 200 million yuan, with a maximum repurchase price of 25.70 yuan per share [1] - Dongshan Precision intends to invest up to 1 billion USD to build a high-end printed circuit board project to meet the long-term demand for high-end printed circuit boards in emerging scenarios such as AI [1] - Bomaike reported a net profit of 12.39 million yuan for the first half of the year, a year-on-year decline of 80.42% [2] Group 2 - Western Mining achieved a net profit of 1.869 billion yuan in the first half of the year, a year-on-year increase of 15% [2] - Fuliwang expects a net loss of approximately 17 million yuan for the first half of the year, a decrease of 137.12% compared to the same period last year [2] - Digital Certification anticipates a net loss of between 80 million and 96 million yuan for the first half of the year, compared to a loss of 29.25 million yuan in the same period last year [3] Group 3 - Shanghai Construction reported a net profit of 710 million yuan for the first half of the year, a year-on-year decrease of 14.04% [5] - Funneng Co. achieved a net profit of 1.337 billion yuan in the first half of the year, a year-on-year increase of 12.48% [6] - Tengda Construction's total contract amount for the first half of the year decreased by 17.55% year-on-year [7] Group 4 - Fudan Fuhua decided to terminate the public transfer of a 28% stake in a subsidiary due to the lack of a deposit from potential buyers [9] - Fulei Ant's subsidiary has decided to cease operations due to intense competition in the photovoltaic industry and ongoing losses [11] - Dongfang Ocean's subsidiary received a medical device registration certificate for a folic acid testing kit [14] Group 5 - Huayu Pharmaceutical's subsidiary received overseas listing approvals for several products [16] - Feima International received a performance commitment compensation of 437 million yuan from its controlling shareholder [16] - Guangshen Railway signed a cooperation agreement for the Guangzhou East Station renovation project with a total investment of approximately 16.66 billion yuan [16] Group 6 - Anhui Construction won the bid for the S68 Jingde to Jixi Expressway project with an estimated total investment of 5.7 billion yuan [18] - China Communications Construction Company signed new contracts worth 991.054 billion yuan in the first half of the year, a year-on-year increase of 3.14% [19] - Kehui Co. plans to use up to 70 million yuan of idle funds for cash management [22] Group 7 - Biological Shares' subsidiary received a clinical trial approval for a cat mRNA vaccine, the first of its kind in China [23] - Ruipu Biological received a clinical trial approval for a pig mRNA vaccine, which is the first economic animal mRNA vaccine in China [24] - Nanjing New Hundred's major assets were judicially frozen due to liquidity debt crisis faced by its controlling shareholder [27] Group 8 - Changshu Bank plans to merge three village banks and establish branches, pending shareholder approval [28] - Yong'an Pharmaceutical plans to reduce its holdings by up to 2.6323 million shares [29] - Zhujiang Co. received approval from the Shanghai Stock Exchange for a stock issuance to specific targets [31] Group 9 - Sanyangma's subsidiary signed a 120 million yuan procurement contract for sensor products [33] - Jintou City Development plans to purchase a villa property for approximately 7.1854 million yuan [35] - Yuanli Co. intends to acquire 100% of Tongsheng Co. through a combination of cash and stock issuance [36] Group 10 - Xin'an Century's controlling shareholder plans to reduce holdings by up to 2.22% of the company's shares [36] - Fute Technology plans to raise up to 528 million yuan through a private placement for various projects [36] - Helen Piano's actual controller is set to change, with stock resuming trading [37] Group 11 - Weiergao expects a net profit increase of 12.55% to 30.87% for the first half of the year [38] - Saiwei Microelectronics plans to transfer up to 18% of its shares through an agreement [40] - Yongli Co. intends to acquire a 22.75% stake in a subsidiary [42] Group 12 - ST Xiachuang plans to publicly transfer a 20% stake in Guangdong Yuweiji [43] - Dema Technology's shareholders plan to transfer 778.84 million shares through an inquiry [45] - Zhongshi Technology's shareholders plan to reduce holdings by up to 2.86% of the company's shares [46] Group 13 - Wufang Optoelectronics' controlling shareholder plans to reduce holdings by up to 0.93% of the company's shares [48] - Fusenmei's chairman has been detained, temporarily unable to fulfill his duties [49] - Reliable Co.'s shareholders plan to reduce holdings by a total of up to 2.63% of the company's shares [51] Group 14 - Gao Neng Environment plans to repurchase shares worth between 100 million and 150 million yuan [53]

Core Viewpoint - Helen Piano (300329.SZ) is undergoing a change in control, with a share transfer agreement signed between existing shareholders and Quan Tuo Zhuo Dai, which will result in a new controlling party [1][3]. Group 1: Share Transfer Details - The existing shareholders, including Chen Hailun, Jin Haifen, and Chen Chaofeng, plan to transfer a total of 60,260,600 shares, representing 23.83% of the company's total shares, to Quan Tuo Zhuo Dai [2]. - The share transfer price is set at 9.09 yuan per share, totaling approximately 547.77 million yuan for the transaction [4]. Group 2: Control and Voting Rights - Following the completion of the transaction, Cui Yongqing will gain control of the company [3]. - Helen Investment will irrevocably waive voting rights for 15,173,326 shares, which is 6.00% of the total shares, until certain conditions regarding control are met [2]. Group 3: Market Reaction and Stock Resumption - Helen Piano's stock closed at 9.80 yuan, reflecting a decline of 4.76%, with a total market capitalization of 2.478 billion yuan [1]. - The company's stock is set to resume trading on July 25, 2025, following the announcement of the control change [4].

Core Viewpoint - Helen Piano has undergone a significant ownership change, with the signing of a share transfer agreement that will make Alltop Zhaodai the largest shareholder and grant control to Cui Yongqing, following the exit of the founding family [1][2]. Share Transfer Details - The share transfer agreement involves the sale of approximately 60.26 million shares, representing 23.83% of the total shares, from the controlling shareholders to Alltop Zhaodai at a price of 9.09 yuan per share, totaling 548 million yuan [3][4]. - After the transaction, Alltop Zhaodai will hold 23.83% of the shares, while Helen Investment will hold 14.56% [3]. Stock Performance - Following the announcement, Helen Piano's stock price fell by 1.07% to 10.18 yuan, with a total market capitalization of 2.574 billion yuan [1]. - Prior to the suspension of trading, the stock had surged by 11.97%, raising concerns about potential insider trading [4]. Financial Performance - The piano industry has faced a significant downturn, with Helen Piano's revenue declining from 3.79 billion yuan in 2022 to 2.97 billion yuan in 2023, a decrease of 21.56% [6][7]. - The company reported a net loss of 78.85 million yuan in 2023, a dramatic decline of 1047.27% compared to the previous year [7]. - The gross profit margin has also decreased consecutively from 25.82% in 2022 to 13.08% in 2024 [8]. Market Conditions - The piano market has contracted significantly, with over 7,000 piano stores closing in a year and second-hand piano prices dropping to one-tenth of their original value [5]. - Helen Piano's sales volume fell by 49.75% in 2024, with only 10,367 pianos sold [7].

Group 1 - Helen Piano, founded 24 years ago, is set to change ownership with a transfer price exceeding 500 million yuan [1] - The controlling shareholders, including Chen Hailun and his family, will transfer approximately 60.26 million shares, representing 23.83% of the total shares, to Quantuo Zhuodai [1][2] - After the transaction, Quantuo Zhuodai will hold 23.83% of Helen Piano, while Helen Investment will hold 14.56% [1] Group 2 - The share transfer price is set at 9.09 yuan per share, totaling 548 million yuan [2] - Helen Investment will unconditionally and irrevocably waive voting rights for 15.17 million shares, which is 6.00% of the total shares, until the new actual controller is no longer from the Chen family [2] - Helen Piano has faced significant revenue decline, with a reported revenue of 159 million yuan last year, a 46.47% decrease year-on-year, and a net loss of 97.92 million yuan, the largest in its history [2] Group 3 - Quantuo Zhuodai, the new owner, was established on March 7, 2025, with a registered capital of 600 million yuan, focusing on enterprise management and consulting services [3]

Group 1 - The State Council's General Office announced that Premier Li Qiang will attend the opening ceremony of the 2025 World Artificial Intelligence Conference in Shanghai on July 26 [1] - The State-owned Assets Supervision and Administration Commission held a seminar from July 23 to 24, emphasizing the need to optimize the allocation of state-owned assets and resist "involution" competition [1] - The National Development and Reform Commission and the State Administration for Market Regulation are soliciting opinions on the draft amendment to the Price Law, aiming to improve standards for identifying low-price dumping and regulate market pricing order [1] Group 2 - As of June 30, 2025, the total scale of public funds in China reached 34.39 trillion yuan, marking a historical high since early 2024, while money market funds saw a decline of over 160 billion yuan [2] - The second batch of 12 floating fee funds has been approved and will be launched successively [2] - The U.S. has imposed counter-tariffs totaling 93 billion euros on American products, which will take effect on August 7 if no trade agreement is reached with the U.S. [2] Group 3 - Yuanli Co. announced plans to acquire 100% equity of Tongsheng Co., and its stock has resumed trading [3] - Hengtong Optic-Electric won a marine energy project worth 1.509 billion yuan [3] - China Gold Group's Inner Mongolia Mining Co. has suspended production, and the company will promote follow-up work [3] Group 4 - Intel reported second-quarter revenue of $12.86 billion, a year-on-year increase of 0.2%, with a net loss of $2.92 billion compared to a loss of $1.61 billion in the same period last year [4] - OpenAI plans to release its flagship model GPT-5 as early as early August, along with mini and nano versions [4] - The European Central Bank maintained its main refinancing rate at 2.15%, the deposit facility rate at 2%, and the marginal lending rate at 2.4%, all in line with market expectations [4]

Group 1 - The U.S. President Trump released an AI action plan aimed at maintaining the country's leading position in artificial intelligence over China, with China advocating for a collaborative approach to AI development [2] - An investigation team has been established in Inner Mongolia to determine the cause of a mining accident that resulted in six deaths and one injury [3][4] - The National Development and Reform Commission announced that 735 billion yuan of central budget investment has been allocated for 2025, focusing on various sectors including infrastructure and social welfare [3][4] Group 2 - The EU has approved a retaliatory tariff list against the U.S. totaling 93 billion euros, affecting high-value industrial products such as aircraft and automobiles [6] - The National Medical Insurance Administration has initiated the 11th batch of centralized procurement, optimizing procurement rules to ensure quality and prevent price wars [7] - The National Development and Reform Commission and the State Administration for Market Regulation are drafting amendments to the pricing law to address "involution" in competition [8] Group 3 - Domestic gold jewelry consumption decreased by 26% in the first half of the year, while gold production remained stable with a slight increase in imports [9] - A new national standard for electric bicycles will be implemented on September 1, aiming to enhance safety and compliance across the industry [10] - The takeaway industry is facing challenges due to price wars, with merchants reporting a significant drop in income and customer retention [11] Group 4 - The travel photography brand "Platinum Photography" has been reported missing, with commitments made to refund customers for unfulfilled services [18] - The company "Sino Medical" expects a 12.53% increase in revenue for the first half of 2025, driven by the sales growth of coronary stent products [25] - "Zhongqi New Materials" signed a mining rights transfer contract, increasing its resource reserves and production capacity [26]