股价“提前”涨停？国晟科技收购案引监管问询

Core Viewpoint - Guosheng Technology announced plans to acquire 100% equity of Tongling Fuyue Technology Co., Ltd. for approximately 241 million yuan, raising regulatory concerns regarding the fairness of the transaction and the company's stock price volatility [1][4]. Group 1: Transaction Details - The acquisition involves Guosheng Technology, Tongling Zhenghao Technology Co., Ltd., and Lin Qin, with a total transaction value of 241 million yuan [1]. - Fuyue Technology, established in June 2024, specializes in high-precision new lithium battery shell materials, primarily serving new energy battery manufacturers [2]. - The valuation of Fuyue Technology was based on the income approach, with an estimated equity value of approximately 241 million yuan and a valuation increase of about 222 million yuan, resulting in a valuation rate of 1167.27% [3][4]. Group 2: Regulatory Scrutiny - The Shanghai Stock Exchange has requested Guosheng Technology to disclose the main parameters used in the income approach valuation and the rationale behind them, as well as any potential relationships between the transaction parties and the company's management [4][5]. - Guosheng Technology is required to provide details on the acquisition process, including key milestones and personnel involved, and to ensure compliance with insider information management [5]. Group 3: Performance and Financial Impact - Fuyue Technology reported revenues of 5.09 million yuan in 2024 and 74.83 million yuan from January to August 2025, with a net profit of 1.01 million yuan during the latter period [3]. - The transaction includes performance guarantees, with commitments for annual net profits of 20 million yuan, 30 million yuan, and 40 million yuan from 2026 to 2028 [5]. - Guosheng Technology plans to finance part of the acquisition through a merger loan, with cash reserves of 273 million yuan as of September 2025 [5][6]. Group 4: Strategic Intent - The acquisition is part of Guosheng Technology's strategic plan to expand its business and seek new profit growth points, with intentions to integrate Fuyue Technology into its consolidated financial statements [6]. - The company emphasizes that the transaction does not constitute a related party transaction or a major asset restructuring [6].