“A吸并B”交易，获批

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved the absorption merger of Hangzhou Hailianxun Technology Co., Ltd. by Hangzhou Qilun Power Group Co., Ltd., marking a significant transaction in the A-share and B-share market [2][5]. Group 1: Transaction Details - The CSRC has agreed to the registration application for Hangzhou Hailianxun to absorb Hangzhou Qilun by issuing an additional 1.175 billion shares [5]. - The approval is valid for 12 months, and the companies must comply with relevant disclosure obligations and procedures [5]. - This merger is expected to be a new case of A-share companies absorbing B-share companies, potentially leading to a "snake swallowing an elephant" restructuring [5][6]. Group 2: Company Performance - Hangzhou Hailianxun reported revenues of 228 million yuan and a net profit of 9.46 million yuan for 2024, while in the first half of 2025, revenues were 75.16 million yuan with a net profit of 1.57 million yuan [7]. - In contrast, Hangzhou Qilun's 2024 revenues were 6.639 billion yuan with a net profit of 540 million yuan, and for the first half of 2025, revenues were 2.447 billion yuan with a net profit of 153 million yuan [7]. - The merger aims to resolve the challenges faced by Hangzhou Qilun as a B-share company, including low valuation and poor trading volume, while enhancing Hangzhou Hailianxun's growth prospects [7]. Group 3: Exchange Ratio and Pricing - The exchange ratio for the merger remains at 1:1, meaning each share of Hangzhou Qilun can be exchanged for one share of Hangzhou Hailianxun [9][11]. - Following the implementation of profit distribution plans, the exchange price will be adjusted to 9.35 yuan per share, with a cash option price of 6.90 yuan per share for Hangzhou Qilun [11]. - This transaction is seen as a response to the encouragement of mergers and acquisitions by the State Council and the CSRC, aiming to enhance the quality and efficiency of state-owned assets [11].