标的曾因造假被查IPO撤单,嘉戎技术并购自救藏隐忧 |并购一线

Core Viewpoint - The announcement reveals that Jiarong Technology (301148.SZ) is planning to acquire control of Hangzhou Lanran Technology Co., Ltd. through a share issuance, which may constitute a significant asset restructuring. However, both companies face compliance and operational challenges, raising concerns about the feasibility of this acquisition [1][3]. Group 1: Acquisition Details - Jiarong Technology has signed a preliminary agreement to acquire all shares of Hangzhou Lanran from its major shareholders, with the final transaction price to be determined by an asset evaluation report [3]. - Hangzhou Lanran previously attempted an IPO but withdrew due to regulatory issues, including financial misreporting and internal control violations [3][4]. - The company was found to have concealed project acceptance documents and misclassified operating costs as R&D expenses, leading to significant discrepancies in reported revenues [4][5]. Group 2: Jiarong Technology's Challenges - Jiarong Technology has faced multiple delays in its core fundraising projects since its IPO three years ago, with less than 50% of the planned investment completed [6][8]. - The company has postponed the implementation timelines for several key projects, including the "R&D Center Construction Project" and "High-Performance Membrane Material Industrialization Project," now expected to be completed by December 2027 [7]. - Financial performance has been declining, with revenues dropping from a peak of 7.56 billion yuan in 2022 to an estimated 3.62 billion yuan in the first three quarters of 2025, and net profits have not recovered to pre-IPO levels [9].