华峰化学终止收购大股东资产 相关议案未获股东大会通过

Core Viewpoint - Huafeng Chemical (SZ002064) announced plans to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. through a combination of share issuance and cash payment, but the acquisition was terminated due to insufficient shareholder approval [1][11]. Group 1: Acquisition Details - The total consideration for the acquisition was set at 6 billion yuan in cash and 54 billion yuan in shares, with a proposed issuance of 879 million shares, representing 15.05% of the post-issue total share capital [2][4]. - The valuation reports indicated a significant premium, with Huafeng Synthetic Resin's equity valued at 4.045 billion yuan, reflecting a 506.96% premium over its book value, and Huafeng Thermoplastic's equity valued at 1.963 billion yuan, with a 478.49% premium [2][5]. Group 2: Financial Performance - Huafeng Chemical has experienced a decline in net profit for three consecutive years, with a 10.43% decrease in net profit year-on-year, despite a 2.41% increase in revenue last year [5][12]. - In contrast, Huafeng Synthetic Resin reported a revenue of 3.234 billion yuan and a net profit of 342 million yuan for 2024, while Huafeng Thermoplastic achieved a revenue of 3.181 billion yuan and a net profit of 163 million yuan [6][9]. Group 3: Shareholder Response - During the shareholder meeting, only 47.04% of the votes supported the acquisition proposal, with a significant portion of shares abstaining, primarily from "northbound" funds, indicating a lack of support for the transaction [11][12]. - The company acknowledged that the high abstention rate contributed to the failure of the proposal, and it plans to reassess the acquisition strategy, potentially increasing the cash component in future negotiations [12][10].