证券代码：301079 证券简称：邵阳液压 公告编号：2025-037 邵阳维克液压股份有限公司 关于召开公司2025年第一次临时股东会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 邵阳维克液压股份有限公司（以下简称"公司"或"本公司"）于 2025 年 6 月 23 日召开第六届董事会第三次会议，审议通过了《关于提请公司召开 2025 年第一次临时股东会的议案》，同意公司于 2025 年 7 月 9 日（星期三）14:30 召 开 2025 年第一次临时股东会，会议有关事项如下： 一、召开会议的基本情况 1、股东会届次：2025 年第一次临时股东会 2、股东会的召集人：公司董事会 3、会议召开的合法、合规性：本次股东会的召开符合有关法律法规、部门 规章、规范性文件和《公司章程》的规定。 4、会议召开的日期、时间： （1）现场会议召开时间：2025 年 7 月 9 日（星期三）14:30 （2）网络投票时间： 其中：①通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 7 月 9 日 9:15-9:25，9:30-11:30 和 13: ...

一、董事会会议召开情况 邵阳维克液压股份有限公司（以下简称"公司"）第六届董事会第三次会议 于 2025 年 6 月 23 日（星期一）上午以通讯表决的方式召开。本次会议的通知已 于 2025 年 6 月 20 日通过电话、电子邮件等方式送达全体董事。会议由董事长粟 武洪先生召集并主持，应出席董事 5 人，实际出席董事 5 人，公司高级管理人员 列席了本次会议。 本次会议的召集、召开符合《中华人民共和国公司法》等法律、行政法规、 部门规章、规范性文件和《公司章程》的有关规定，会议合法、有效。 证券代码：301079 证券简称：邵阳液压 公告编号：2025-034 邵阳维克液压股份有限公司 第六届董事会第三次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 二、董事会会议审议情况 会议经与会董事认真审议，并以书面表决方式通过以下议案： 1、审议并通过了《关于变更经营范围及修订<公司章程>并办理工商变更登 记的议案》 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司章程 指引》《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 ...

Core Viewpoint - Shaoyang Hydraulic plans to acquire all or part of the shares of Chongqing Xincheng Hangrui Technology Co., Ltd., which is expected to constitute a major asset restructuring [2][3] Group 1: Acquisition Details - The acquisition target, Xincheng Hangrui, was previously planning for an IPO and has strong comprehensive capabilities [2][3] - Shaoyang Hydraulic's stock will be suspended from trading starting June 23, with a maximum suspension period of 10 trading days [3] - Xincheng Hangrui specializes in manufacturing high-end forged components, serving high-tech sectors such as aerospace, shipping, and energy [3][4] Group 2: Financial Background - Shaoyang Hydraulic terminated its planned fundraising of up to 150 million yuan for 2024, citing market conditions and company performance [6] - The company has experienced a significant decline in profits, with net profit dropping nearly 90% to 6.578 million yuan in 2023 [6][7] - Despite a revenue increase of 27.33% in 2024, net profit decreased by 2.76%, indicating a trend of increasing costs and financial pressure [6][7] Group 3: Strategic Implications - The acquisition may allow Shaoyang Hydraulic to expand its business and enhance profitability, especially given its recent financial struggles [7] - Xincheng Hangrui has received investments from notable institutions and has completed three rounds of financing, indicating strong backing [4][5] - The decision to pursue acquisition over independent IPO suggests a strategic shift for Xincheng Hangrui, aiming for integration into a larger entity [5]

Core Viewpoint - Shaoyang Hydraulic plans to acquire all or part of Chongqing Xincheng Hangrui Technology Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a major asset restructuring [1][3]. Group 1: Transaction Details - The transaction is anticipated to be a significant asset restructuring, with the company expected to disclose the transaction plan within 10 trading days, no later than July 7 [3]. - If the board meeting to review and disclose the transaction plan is not held within the specified timeframe, Shaoyang Hydraulic will resume trading on July 7 and will not plan any major asset restructuring for at least one month [3]. Group 2: Target Company Overview - The target company, Xincheng Hangrui, was established in 2004 and has over 500 employees, including a technical team of more than 70 members. It is recognized as a high-tech enterprise and a national-level specialized and innovative small giant [5]. - Xincheng Hangrui has two production bases in Chongqing and Zunyi, specializing in high-end forged components for the aerospace, shipping, and energy sectors, with capabilities in free forging, die forging, precision casting, and heat treatment [5]. - The company’s product range includes various materials such as stainless steel, heat-resistant steel, aluminum alloy, high-temperature alloy, and titanium alloy. It had previously signed an IPO guidance agreement with a brokerage firm, intending to apply for an initial public offering by the end of 2023 [5]. Group 3: Shaoyang Hydraulic's Financial Performance - Shaoyang Hydraulic has experienced a continuous decline in performance over the past four years, necessitating new growth points. The net profits for 2023 and 2024 are projected to be 6.5784 million yuan and 6.3966 million yuan, respectively, reflecting year-on-year declines of 86.88% and 2.76% [8]. - In the first quarter of this year, the company reported an operating income of 61.0838 million yuan, a year-on-year increase of 3.31%, while the net profit attributable to the parent company was 811,300 yuan, down 49.45% year-on-year [9]. Group 4: Stock Performance - Prior to the announcement, Shaoyang Hydraulic's stock price was suspended from trading at 31.9 yuan per share, with a total market capitalization of 3.488 billion yuan. Earlier in January, the stock price had dropped to 13.38 yuan per share, but it subsequently surged, reaching a historical high of 38.78 yuan per share [12][13]. - The stock price increased by 2.89 times from its low to its high within the year, but later faced a decline of over 43% due to external factors, before rebounding again [13]. - The market's response to the acquisition and its potential as a new profit growth point for Shaoyang Hydraulic will be observed after the resumption of trading [15].

Group 1: Fudan Zhangjiang - Shareholders Yang Zongmeng and Wang Haibo plan to reduce their holdings by a total of up to 1.41% of the company's shares [1] - Yang Zongmeng intends to sell up to 10.36 million shares, representing 1.00% of the total share capital [1] - Wang Haibo plans to sell up to 4.27 million shares, representing 0.41% of the total share capital [1] Group 2: Aisen Co., Ltd. - Shareholders including Ailong Venture Capital and executives plan to reduce their holdings by a total of up to 3.86% of the company's shares [1] - Ailong Venture Capital intends to sell up to 2.644 million shares, representing 3.00% of the total share capital [1] - Other executives plan to sell smaller amounts, with individual reductions ranging from 0.17% to 0.45% of the total share capital [1] Group 3: Youyou Food - Actual controller Zhao Ying plans to reduce his holdings by up to 3% of the company's shares [3] - The planned reduction amounts to up to 12.83 million shares [3] Group 4: Chenfeng Technology - The company plans to sell idle assets, including 6 vehicles and 53 pieces of machinery, for a total estimated sale price of 8.1461 million yuan [5] - Expected disposal gains from the sale are approximately 3.6238 million yuan [5] Group 5: *ST Hengtai - The company will cancel its delisting risk warning and other risk warnings, with the stock name changing from "*ST Hengtai" to "Henglitai" [6] - The stock will be suspended for one day and the price fluctuation limit will change to 10% [6] Group 6: Xinyunda - Shareholder Wuku International Trust plans to reduce its holdings by up to 3% of the company's shares [9] - The planned reduction amounts to up to 5.9823 million shares [9] Group 7: Shaoyang Hydraulic - The company is planning a major asset restructuring, which involves issuing shares and cash to acquire part or all of Chongqing Xincheng Hangrui Technology Co., Ltd. [10] - The stock will be suspended for up to 10 trading days [10] Group 8: Xingwang Yuda - The company announced that part of its bank account funds, totaling 25.9335 million yuan, have been frozen [11] - The frozen amount represents 1.42% of the company's most recent audited net assets [11] Group 9: Tianrong Tianyu - Shareholder Yan Xuewei plans to reduce his holdings by up to 3% of the company's shares [12] - The planned reduction amounts to up to 4.2089 million shares [12] Group 10: Qiming Star - The chairman Wei Bing has resigned due to work adjustments at China Mobile Communications Group [13] Group 11: Aosaikang - The company's subsidiary has received a drug registration certificate for Methotrexate injection, which is considered equivalent to passing consistency evaluation [15][16] Group 12: Xinhau Optoelectronics - The company plans to transfer 100% equity of its wholly-owned subsidiary, Xinguang Energy Technology (Anhui) Co., Ltd. [17] Group 13: ST Baili - The company's controlling shareholder has been applied for bankruptcy liquidation due to inability to repay debts [19]

Core Viewpoint - Shaoyang Hydraulic is planning to issue shares and pay cash to acquire assets, which is expected to constitute a major asset restructuring but will not result in a restructuring listing [1][2] Group 1: Company Information - Shaoyang Hydraulic (301079.SZ) has a stock price of 31.9 yuan and a market capitalization of 3.488 billion yuan [1] - The company is in the process of acquiring all or part of the shares of Chongqing Xinchenghangrui Technology Co., Ltd. (formerly known as Chongqing Zongxue Heavy Industry Co., Ltd.) [1] - Xinchenghangrui was established in 2004, employs over 500 people, and has a technical team of more than 70 members, recognized as a high-tech enterprise and a national specialized and innovative small giant [2] Group 2: Transaction Details - The transaction is currently in the planning stage, with the range of counterparties not yet finalized; preliminary counterparties include major shareholders Ling Jun and Deng Hongxin [1] - An asset purchase intention agreement has been signed with Ling Jun and Deng Hongxin, but the final terms such as share transfer quantity, ratio, transaction price, and payment method will be determined in a formal agreement [1] - The transaction requires necessary internal decision-making procedures and approval from regulatory authorities, indicating some uncertainty regarding its implementation [2]

Group 1 - ST Baili's controlling shareholder has been applied for bankruptcy liquidation, which may not affect the company's daily operations due to its independent business capabilities [1] - Youyou Food's actual controller plans to reduce his stake by up to 3%, equating to a maximum of 12.83 million shares within three months [3] - Shaoyang Hydraulic is planning a major asset restructuring and will suspend trading from June 23, with an announcement expected within 10 trading days [4] Group 2 - *ST Hengtai will revoke the delisting risk warning and other risk warnings starting June 24, with a change in stock name to "Helitai" and a new trading price limit of 10% [5] - StarNet Yuda has had part of its bank account funds frozen, amounting to 25.93 million yuan, which is 1.42% of its latest audited net assets, but daily operations remain unaffected [6] - Xinhau Optoelectronics intends to transfer 100% equity of its wholly-owned subsidiary Anhui Xinguang to Luxshare Precision, constituting a related party transaction [8]

近20家A股上市公司本周披露并购重组最新公告 邵阳液压拟购买新承航锐股权股票停牌 智通财经6月22日电，据智通财经不完全统计，截至发稿，本周（6月16日-6月22日）包括邵阳液压、渝三 峡A、神开股份、应流股份、杰美特、康达新材、宝地矿业、美联新材、沃尔核材、新凤鸣、吴通控股、 京东方A、泰禾智能、海螺新材、渤海汽车、邦基科技和泰禾智能在内的17家A股上市公司披露并购重组 进展最新公告。其中，邵阳液压公告，拟购买新承航锐全部或部分股份并募集配套资金，股票6月23日起 停牌。 | | | 本周披露并购重组进展的A股上市公司 | | --- | --- | --- | | 证券间称 | 公告时间 | 具体内容 | | 邵阳液压 | 6月22日 | 拟购买新承航锐股权 股票停牌 | | 渝三峡A | 6月20日 | 拟通过收购及增资取得蔚蓝时代控制权 | | 神开股份 | 6月20日 | 拟收购蓝海智信51%股权 | | 应流股份 | 6月20日 | 拟4.84亿元收购控股子公司应流航空少数股权 | | 杰美特 | 6月20日 | 拟收购思腾合力控制权 预计构成重大资产重组 | | 康达新材 | 6月19日 | 拟 ...

Core Viewpoint - Shaoyang Hydraulic plans to acquire equity in Chongqing Xincheng Hangrui Technology Co., Ltd., which is expected to constitute a major asset restructuring [2][10]. Group 1: Acquisition Details - The company announced on June 22 that it is planning to issue shares and pay cash to purchase all or part of Xincheng Hangrui's shares and raise matching funds [2]. - Trading suspension is set to begin on June 23, with an expected duration of no more than 10 trading days [5]. - As of June 20, Shaoyang Hydraulic's stock price was 31.90 yuan per share, reflecting a 10.19% increase, with a total market capitalization of 3.488 billion yuan [5]. Group 2: Financial and Operational Background - Xincheng Hangrui was established on June 24, 2004, with a registered capital of approximately 37.83 million yuan, and is recognized as a national-level specialized and innovative "little giant" enterprise [13]. - The company specializes in high-end forged components for aerospace, shipbuilding, and energy sectors, with capabilities in forging, precision casting, heat treatment, and mechanical processing [13]. - Xincheng Hangrui has completed three rounds of financing, with investors including Haier Capital and Hunan Aerospace Industry Investment Fund [11]. Group 3: Recent Developments - Prior to the announcement of the major asset restructuring, Shaoyang Hydraulic terminated its plan to issue shares to specific investors for 150 million yuan, which was intended to supplement working capital [16]. - In the first quarter of 2025, Shaoyang Hydraulic reported revenue of 61.08 million yuan, a year-on-year increase of 3.31%, while net profit attributable to shareholders decreased by 49.45% to 810,300 yuan [17].

证券代码：301079 证券简称：邵阳液压 公告编号：2025-033 邵阳维克液压股份有限公司 关于筹划发行股份及支付现金购买资产并募集配套资金事项 的停牌公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 一、停牌事由和工作安排 邵阳维克液压股份有限公司（以下简称"公司"）正在筹划发行股份及支付现 金购买资产并募集配套资金事项，根据初步研究和测算，本次交易预计构成重大 资产重组，本次交易不会导致公司实际控制人的变更，不构成重组上市。因有关 事项尚存不确定性，为了维护投资者利益，避免对公司证券交易造成重大影响， 根据深圳证券交易所的相关规定，经公司申请，公司股票（证券简称：邵阳液压， 证券代码：301079）自 2025 年 6 月 23 日（星期一）开市起开始停牌。 公司预计在不超过 10 个交易日的时间内披露本次交易方案，即在 2025 年 7 月 7 日（星期一）前按照《公开发行证券的公司信息披露内容与格式准则第 26 号 ——上市公司重大资产重组》的要求披露相关信息。 若公司未能在上述期限内召开董事会审议并披露交易方案，公司股票最晚将 于 2025 ...