Core Viewpoint - The company, Jiarong Technology, is returning to the market with a complex restructuring plan to acquire 100% of Hangzhou Lanran Technology Co., Ltd. through a combination of share issuance and cash payment, which will result in a change of control of the listed company [1][2] Group 1: Restructuring Plan - Jiarong Technology plans to issue shares and pay cash to acquire 100% of Hangzhou Lanran, with a fundraising of up to 1 billion yuan from Xiamen Puyu [2] - After the transaction, Xiamen Puyu is expected to become the new controlling shareholder, with Hu Dianjun as the new actual controller [2] - The transaction involves 19 parties, with Xiamen Puyu holding 44.83% of the shares, and it is backed by notable investors including Ningde Times [2][10] Group 2: Financial Performance of Hangzhou Lanran - Hangzhou Lanran previously attempted an IPO in June 2022 but withdrew due to serious issues, including revenue recognition problems [3][11] - The company reported revenues of 324 million yuan, 305 million yuan, and 144 million yuan for the years 2023, 2024, and the first ten months of 2025, respectively, with net profits of 70.37 million yuan, 70.78 million yuan, and 13.21 million yuan [12][13] Group 3: Challenges Faced by Jiarong Technology - Jiarong Technology has faced declining performance since its listing in April 2022, with net profits dropping from 107 million yuan to 50.20 million yuan from 2022 to 2024 [5][14] - The company has experienced significant delays in its fundraising projects, with only 49.24% of the raised funds of 487 million yuan utilized as of mid-2025 [6][14] - On December 1, 2025, the company's stock price surged by 20.01% to 39.64 yuan per share, but subsequent trading showed volatility, indicating market uncertainty regarding the restructuring [7][15]
嘉戎技术“换主”式并购：标的曾“带病”闯关IPO 能否“洗白”曲线上市？|并购谈