Shang Hai Zheng Quan Bao·2025-10-31 15:46Core Viewpoint - 蓝科高新 has decided not to proceed with the acquisition of 蓝亚检测, focusing instead on acquiring a 51% stake in 中国空分工程有限公司, which is expected to optimize the company's asset structure and support its transformation into an energy equipment solution provider [2][4][5]. Group 1: Transaction Changes - The initial plan included acquiring 100% of 蓝亚检测 and 51% of 中国空分, but the revised plan now only includes the latter [4][5]. - The decision to drop the acquisition of 蓝亚检测 was influenced by the results of due diligence and asset evaluation conducted by financial and legal advisors [5]. - The acquisition of 中国空分 is still expected to constitute a significant asset restructuring but will not lead to a change in control of the company [3][4]. Group 2: Financial and Operational Context - 中国空分, established in 1981, specializes in engineering design and consulting, with a registered capital of 50 million yuan [4]. - 蓝亚检测, founded in 2014, focuses on performance testing of equipment in various sectors, with a registered capital of 30 million yuan [4]. - 蓝科高新 reported a revenue of 589 million yuan and a net profit of 33.31 million yuan for the first three quarters of 2025, following four consecutive years of net losses [12]. Group 3: Regulatory Issues - 蓝科高新 and its former controlling shareholder received a warning from the 甘肃证监局 for failing to disclose related party transactions and non-operational fund usage [3][7]. - The warning involved significant amounts, including 44.76 million yuan and 72.36 million yuan related to undisclosed transactions in 2019 and 2020, respectively [7][9]. - Key individuals, including the former chairman and other executives, were held responsible for these regulatory violations [8][9].