| 证券代码：301040 | 证券简称：中环海陆 | 公告编号：2025-062 | | --- | --- | --- | | 债券代码：123155 | 债券简称：中陆转债 | | 张家港中环海陆高端装备股份有限公司 关于公司股价异动的公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、股票交易异常波动的具体情况 张家港中环海陆高端装备股份有限公司（以下简称"公司"） 股票于 2025 年 9 月 5 日、9 月 8 日，连续 2 个交易日收盘价格跌幅偏离值累计超过 30%，根据 深圳证券交易所相关规定，属于股票交易异常波动的情形。 二、公司关注及核实情况的说明 3、公司近期经营情况及内外部经营环境未发生重大变化； 4、公司控股股东和实际控制人不存在关于公司的应披露而未披露的重大事 项，也不存在处于筹划阶段的重大事项； 5、股票异常波动期间，公司控股股东、实际控制人及公司董事、高级管理 人员不存在买卖公司股票的情形； 针对公司股价异常波动，公司董事会对公司控股股东、实际控制人及公司全 体董事和高级管理人员就相关事项进行了核实，现就有关情况说明如下： ...

Core Viewpoint - The control transfer negotiation of Zhonghuan Hailu (301040) has ended due to price disagreements, despite the initial perception of a "9 billion cash-out plan" [1][3]. Company Overview - Zhonghuan Hailu's actual controllers, Wu Jun San and Wu Jian, have terminated negotiations with potential buyers, citing differences in future development plans, although market speculation points to valuation disputes as the main issue [1][3]. - The company was established from a loss-making subsidiary of Zhangjiagang Boiler Factory, and under Wu Jun San's leadership, it transformed from a struggling entity to a publicly listed company, first on the New Third Board in 2015 and then on the ChiNext in 2021 [3][5]. Financial Performance - The company's performance post-IPO has been disappointing, with profits declining sharply in the year following its listing, leading to losses in the third year [3][5]. - Despite the stock price being driven up to 40 yuan (double the issue price) due to expectations of a change in control, potential buyers were unwilling to pay a premium for a company with poor performance [3][5]. Industry Context - The ring forgings industry, where Zhonghuan Hailu operates, has high technical barriers, with products used in critical applications such as wind power flanges, nuclear pipelines, and aircraft engines [5]. - The complexity of the manufacturing process and the limited number of stable suppliers in China highlight the company's technical capabilities and investment in equipment [5]. Management and Future Outlook - The aging of Wu Jun San and his son Wu Jian, along with the competitive nature of the manufacturing industry, may have influenced their desire to exit the business [5]. - The failed negotiations indicate a persistent urgency for the controllers to divest, raising questions about the initial intentions behind the IPO and the company's future governance [5]. - The ongoing uncertainty regarding control transfer, coupled with high stock prices and poor performance, suggests that the company may be preparing for a third attempt at a transaction, although valuation disagreements remain a significant hurdle [5].

Core Viewpoint - The company Zhonghuan Hailu announced the termination of its control change plan due to disagreements between the controlling shareholder and the counterparty regarding future development arrangements, leading to a stock price drop after the announcement [2][3][4]. Group 1: Control Change Announcement - On September 4, Zhonghuan Hailu announced the termination of the control change plan, with stock and convertible bonds resuming trading on September 5 [2]. - The company had previously announced a suspension of trading on August 28 due to the planned control change, which was followed by a significant stock price increase of 12.66% on that day [3][4]. - This is not the first time the company has planned a control change; previous agreements and negotiations have occurred without successful implementation [5][6]. Group 2: Financial Performance - Zhonghuan Hailu has faced continuous financial losses, with revenues declining significantly over the past few years. In 2023, the company reported revenues of 625 million yuan, a decrease of 40.04%, and a net loss of 32.19 million yuan, down 181.12% year-on-year [8][10]. - The company's performance is attributed to the downturn in the wind power industry, where prices for wind turbine components have dropped significantly, leading to increased competition and reduced profit margins [9][10]. - Despite the poor financial performance, the company's stock price has seen substantial increases, with a rise of 376.5% from a low of 8.5 yuan per share in 2024 to a high of 40.5 yuan per share in 2025 [10].

Core Viewpoint - The company, Zhonghuan Hailu, has experienced a dramatic turn of events regarding its control change plans, which were abruptly terminated after a brief suspension of trading, leading to a significant drop in stock price [2][5]. Group 1: Control Change Attempts - On August 29, the company announced that its controlling shareholder was planning a change in control, resulting in a trading suspension [4]. - After a few days of trading suspension, the company announced on September 5 that it would terminate the control change plans due to a lack of consensus with the transaction party [5]. - This marks the second failed attempt at a control change since the company went public in 2021, with the previous attempt also ending in failure due to regulatory issues [5][12]. Group 2: Financial Performance - Since its IPO in 2021, the company has faced declining financial performance, with two years of revenue decline and two years of losses [2][15]. - The company's revenue has decreased from 10.69 billion in 2021 to 5.79 billion in 2024, reflecting a downward trend [15]. - The net profit has also deteriorated significantly, with losses of 1.54 billion in 2024 and a net loss of 4248.99 million in the first half of the current year [15][16]. Group 3: Regulatory Issues - The company faced regulatory scrutiny when its controlling shareholder was found to have engaged in undisclosed agreements regarding control transfer, leading to penalties from the Jiangsu Securities Regulatory Bureau [7][8]. - The regulatory actions highlighted issues of compliance and governance within the company, raising concerns about its operational integrity [11].

Core Viewpoint - The control change of Zhonghuan Hailu has been terminated after only one week of planning due to a lack of consensus between the controlling shareholder and the transaction party regarding the company's future development arrangements [2][3]. Summary by Relevant Sections Control Change Announcement - On August 28, Zhonghuan Hailu announced that its controlling shareholder, Wu Jun San, was planning a control change that could lead to a change in the actual controller [3]. - The stock and convertible bonds were suspended from trading starting August 29, with an expected suspension of no more than two trading days [3]. - A continuation of the suspension was announced on September 1, indicating that negotiations were still ongoing [3]. Termination of Control Change - The control change planning lasted only one week, from the initial announcement to the termination [4]. - The termination was based on a mutual agreement among relevant parties, emphasizing a cautious approach [2]. Stock Performance - Zhonghuan Hailu's stock price has seen a significant increase this year, rising from approximately 11.5 yuan at the beginning of the year to a closing price of 39.6 yuan, representing a nearly 250% increase [4]. - On the trading day before the suspension, August 28, the stock price surged by 12.66% to close at 39.6 yuan per share [4]. Financial Performance - Despite the stock price increase, the company has faced declining revenue and net profit since its listing in 2021, with a transition from profit to loss starting in 2023 [4]. - The company's revenue from 2020 to 2024 was as follows: 10.97 billion yuan, 10.69 billion yuan, 10.42 billion yuan, 6.25 billion yuan, and 5.79 billion yuan, while net profits were 1.34 billion yuan, 0.72 billion yuan, 0.40 billion yuan, -0.32 billion yuan, and -1.54 billion yuan respectively [4].

Core Viewpoint - The control change of Zhonghuan Hailu has been terminated after only one week of planning due to a lack of consensus between the controlling shareholder and the transaction party regarding the company's future development arrangements [2][3]. Summary by Sections Control Change Announcement - On August 28, Zhonghuan Hailu announced that its controlling shareholder, Wu Junshan, was planning a change in control, which could lead to a change in the actual controller [3]. - The stock was suspended from trading starting August 29, with an expected resumption within two trading days [3]. Termination of Control Change - The termination of the control change was announced on September 4, with the company stating that it would not adversely affect its production and operational activities or future development strategies [2][4]. - The entire process from the initial announcement to termination took only one week [4]. Stock Performance - Following the announcement of the termination, Zhonghuan Hailu's stock hit the daily limit down, closing at 31.68 yuan [3]. - The stock had previously surged from approximately 11.5 yuan at the beginning of the year to a closing price of 39.6 yuan, representing a nearly 250% increase [4]. Financial Performance - Since its listing in 2021, Zhonghuan Hailu has experienced a continuous decline in revenue and net profit, with a shift from profit to loss starting in 2023 [4]. - The company's revenue from 2020 to 2024 was 1.097 billion, 1.069 billion, 1.042 billion, 625 million, and 579 million yuan, respectively, while net profits were 134 million, 72 million, 40 million, -32 million, and -154 million yuan [4].

Group 1 - Huaneng Power announced that its shareholder Hunan Energy Group plans to reduce its stake by up to 20.31 million shares, not exceeding 1% of the total share capital [1] - Ankai Bus reported a production of 1,012 buses in August, a year-on-year increase of 68.06%, with sales of 773 buses, up 46.95% year-on-year [1] - Lianhuan Pharmaceutical received a drug registration certificate for Famotidine injection, classified as a Class 3 chemical drug [1][2] Group 2 - Dongrui Co. reported sales of 94,800 pigs in August, generating revenue of 160 million yuan, a month-on-month decrease of 5.48% [3] - Tiancheng Control's subsidiary received a notification for a passenger car seat assembly project, expected to start production in April 2026 [5] - ST Huluwa obtained a drug registration certificate for Cefodizime capsules, a third-generation broad-spectrum cephalosporin [6] Group 3 - Jiulong Biotech announced the resignation of its Vice Chairman and General Manager Liang Hongjun due to work adjustments [8] - Guanhua High-tech's shareholder plans to reduce its stake by up to 17.50 million shares, not exceeding 1% of the total share capital [9] - Hebei Steel received approval to issue bonds totaling up to 10 billion yuan [10] Group 4 - Yunnan Energy Investment's subsidiaries received a total of 309 million yuan in renewable energy price subsidies [12] - Zhenghong Technology reported sales of 16,800 pigs in August, with a revenue of 22.87 million yuan, showing a year-on-year increase in sales volume of 63.31% [14] - Jilin Aodong's subsidiary received a drug registration certificate for a solution used in asthma treatment [16] Group 5 - Aonong Biological reported a 26.84% year-on-year increase in pig sales volume in August, reaching 150,100 pigs [18] - Xingdesheng announced a share repurchase plan with a budget of 15 to 30 million yuan [20] - Yueyang Lin Paper's Chairman Ye Meng resigned due to work adjustments [22] Group 6 - Kangchen Pharmaceutical's controlling shareholder plans to reduce its stake by up to 4.78 million shares, not exceeding 3% of the total share capital [23] - Changchun Yidong's General Manager Liu Xiaodong resigned due to work adjustments [25] - Zhongzai Resources' subsidiary received a government subsidy of 12.75 million yuan [26] Group 7 - Tianyu Biological reported a 41.89% month-on-month increase in sales revenue from pig sales in August [27] - Changfei Optical's shareholder Draka Comteq B.V. reduced its stake from 10% to 5% [27] - Zhongchuan Technology's Chairman Wu Xingwang resigned due to work adjustments [28] Group 8 - Huakang Clean announced a successful bid for a medical service construction project valued at 131 million yuan [29] - Yuegui Co. plans to establish a wholly-owned subsidiary with a registered capital of 100 million yuan [31] - Baisheng Intelligent's Vice General Manager and Board Secretary Huang Lijun resigned for personal reasons [32] Group 9 - Jiangsu Shuntian will change its stock name to "Suhao Fashion" starting September 10, 2025 [34] - Jiahe Meikang's shareholder plans to reduce its stake by up to 1.3759 million shares, not exceeding 1% of the total share capital [35] - Heng Rui Pharmaceutical received approval for clinical trials of HRS-4729 injection [37] Group 10 - Changfei Optical's shareholder plans to reduce its stake by up to 110,000 shares, not exceeding 0.15% of the total share capital [39] - Yutong Bus reported sales of 4,260 vehicles in August, a year-on-year increase of 16.78% [40] - JinkoSolar received 646 million yuan in renewable energy subsidies in August, a 248% increase year-on-year [41] Group 11 - Beijing Lier signed a strategic cooperation agreement with SenseTime and Xiwang Technology for AI collaboration [43] - Gongdong Medical's controlling shareholder plans to reduce its stake by up to 3% [44] - Zhonghuan Hailu terminated its control change plan and resumed trading [46] Group 12 - Longzi Co. reported a tax payment of 22.27 million yuan due to a tax audit [48] - Guoguang Chain's controlling shareholder plans to reduce its stake by up to 2.99% [49] - Guoxin Technology successfully tested a new high-performance chip for automotive electronics [50] Group 13 - GF Securities reported a cumulative increase in borrowings exceeding 20% of its net assets [51] - China Construction Bank's subsidiary plans to increase capital by 3 billion yuan [52] - Jifeng Technology plans to establish a wholly-owned subsidiary with a capital of 50 million yuan [53] Group 14 - Jiantou Energy received approval for a stock issuance plan to specific investors [54] - Shanghai Laishi's executives plan to collectively increase their holdings by at least 6 million yuan [55] - Wencan Co. reported a fire incident at its subsidiary, with no casualties reported [56]

Core Viewpoint - Zhonghuan Hailu experienced a significant decline, with a daily drop of 20.00% and a trading volume of 18.9351 million yuan, indicating a volatile trading environment [2] Trading Performance - The stock hit the daily limit down, with a turnover rate of 0.63% and a total transaction amount of 18.9351 million yuan [2] - Institutional investors net bought 1.1405 million yuan, while brokerage seats collectively net sold 13.5020 million yuan [2] Market Activity - The stock was listed on the Shenzhen Stock Exchange due to a closing price drop of 20.00% [2] - The top five trading departments accounted for a total transaction of 19.3945 million yuan, with buying transactions amounting to 3.5165 million yuan and selling transactions totaling 15.8780 million yuan, resulting in a net sell of 12.3615 million yuan [2] Fund Flow - The stock saw a net outflow of 14.8769 million yuan in principal funds, with a significant outflow of 17.2561 million yuan from large orders, while smaller orders saw a net inflow of 2.3792 million yuan [2] - Over the past five days, the stock has experienced a net outflow of 14.8769 million yuan [2]

Core Viewpoint - Zhonghuan Hailu (301040.SZ) resumed trading with a 20% limit down at 31.68 yuan, with a transaction volume of 18.02 million yuan, resulting in a market capitalization of 3.168 billion yuan. The company announced the termination of the control change due to a lack of agreement between the controlling shareholder and the counterparty regarding future development arrangements [1]. Summary by Relevant Sections - Stock Performance - The stock resumed trading at a 20% limit down, priced at 31.68 yuan [1]. - The trading volume was 18.02 million yuan, leading to a market capitalization of 3.168 billion yuan [1]. - Corporate Governance - The company decided to terminate the control change matter after discussions among relevant parties, indicating a lack of consensus on future development plans [1]. - Regulatory Compliance - The company applied to the Shenzhen Stock Exchange for the resumption of trading and convertible bonds, ensuring fair information disclosure to protect investor interests [1].

Core Viewpoint - Zhonghuan Hailu (301040.SZ) experienced a significant drop in stock price, closing at 31.68 yuan with a decline of 20.00% after announcing the termination of its control rights change plan [1] Group 1: Company Announcement - Zhonghuan Hailu announced the termination of its control rights change plan due to a lack of consensus between its controlling shareholder Wu Junshan and the transaction counterpart regarding future development arrangements [1] - The company's stock and convertible bonds resumed trading on September 5, 2025, after a brief suspension [1] Group 2: Stock Performance - Prior to the announcement, Zhonghuan Hailu's stock closed at 39.60 yuan on August 28, 2025, reflecting a rise of 12.66% [2] - The stock price is currently below its initial public offering price of 13.57 yuan per share [2] Group 3: Fundraising and Financials - Zhonghuan Hailu raised a total of 6.99 billion yuan through two fundraising rounds, with the first round generating 3.39 billion yuan and the second round raising 360 million yuan [4][3] - The net amount raised in the first round was 2.80 billion yuan after deducting issuance costs [2]