园林股份拟1.12亿元参股华澜微 上交所问询函聚焦五大问题

Core Viewpoint - Company intends to acquire a 6.4969% stake in Hangzhou Hualan Microelectronics Co., Ltd. for 112 million yuan, amidst ongoing financial losses and regulatory scrutiny [1][2]. Group 1: Acquisition Details - The acquisition will be executed in two phases: directly purchasing 3.3847% of shares from two individuals and acquiring another 3.1122% through a wholly-owned subsidiary [1]. - The share price for both transactions is set at 11.50 yuan per share, positioning the company as the largest shareholder of Hualan Micro, without establishing a controlling relationship [1]. Group 2: Financial Performance of Hualan Micro - Hualan Micro has faced declining performance, with revenues dropping and losses widening; for the first three quarters of 2025, it reported revenues of 199 million yuan and a net loss of 84 million yuan [1][2]. - The company withdrew its IPO application in May 2024, which raises questions about its financial health and future prospects [1]. Group 3: Regulatory Concerns - The Shanghai Stock Exchange has issued an inquiry focusing on Hualan Micro's performance, the rationale behind the acquisition, and the valuation methods used, which showed a significant increase in value [2]. - The exchange is particularly interested in the financial implications of the acquisition on the company's cash flow and liquidity, given its own ongoing losses [2]. Group 4: Stock Price and Insider Trading Investigation - The company's stock price experienced unusual activity, with a surge prior to the acquisition announcement, prompting the exchange to investigate potential insider trading [3]. - The company is required to disclose the timeline and key personnel involved in the acquisition planning process [3]. Group 5: Company’s Commitment to Compliance - The company has stated its intention to respond to the inquiries and fulfill its information disclosure obligations as required by the regulatory authorities [4].