主营“造血”能力不足，资产负债率高达85%，亚星化学欲“蛇吞象”

Core Viewpoint - The company Weifang Yaxing Chemical Co., Ltd. is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring [1] Group 1: Company Performance - Yaxing Chemical's core product, Chlorinated Polyethylene (CPE), once held a global market share exceeding 40%, but the company's operational performance has deteriorated in recent years [3] - For the first three quarters of 2025, Yaxing Chemical reported revenue of 641 million yuan, a year-on-year decline of 2.53%, and a net loss attributable to shareholders of 144 million yuan [3] - The company's cash flow from operating activities was negative 50.9 million yuan, indicating insufficient cash generation from its main business [4] Group 2: Reasons for Performance Decline - The decline in Yaxing Chemical's performance is attributed to intensified competition in the CPE market and reduced downstream demand, leading to significant price drops across the industry [5] - Additionally, the prices of key raw materials have not decreased in tandem with finished product prices, further pressuring the company's performance [5] Group 3: Strategic Acquisition - The acquisition of Tianyi Chemical is seen as a critical step in Yaxing Chemical's strategic transformation amid the ongoing decline of its traditional chlor-alkali business [6] - Tianyi Chemical, established in November 2002, specializes in the research, production, and sales of bromine series fine chemical products and is recognized as a "hidden champion" in the fine chemical sector [7] Group 4: Financial Comparison - The acquisition is characterized as a "snake swallowing an elephant" deal, as Tianyi Chemical reported revenue of 1.638 billion yuan and a net profit of 240 million yuan in 2021, while Yaxing Chemical's net assets were only 407 million yuan as of September 30, 2025 [8][9] - Tianyi Chemical's total assets were reported at 1.823 billion yuan and net assets at 1.210 billion yuan as of July 31, 2022 [8] Group 5: Ownership Structure Challenges - The acquisition faces uncertainties due to Tianyi Chemical's complex ownership structure, with 24 shareholders, including Shandong Tianyi Holding Group Co., Ltd. as the controlling shareholder with a 56.36% stake [9]