凤形股份连亏两年拟关联并购“自救” 标的股份被其控股股东质押|并购谈

Core Viewpoint - Fengxing Co., Ltd. has announced a plan to acquire 75% of the equity of Baiyin Huaxin Jiuhe Recycling Resources Co., Ltd. from its indirect controlling shareholder, Guangdong Huaxin, which constitutes a related party transaction [1] Group 1: Financial Performance - Fengxing's operating revenue has declined for three consecutive years, dropping from 816 million yuan in 2022 to 588 million yuan in 2024 [1] - The net profit attributable to shareholders has shown losses of approximately 59.64 million yuan and 60.83 million yuan in 2023 and 2024, respectively, marking two consecutive years of losses [1] Group 2: Acquisition Details - The share issuance price for the acquisition is set at 17.07 yuan per share, which is not less than 80% of the average trading price of the company's stock over the 120 trading days prior to the pricing benchmark [1] - As of December 18, the stock price of Fengxing was 22.63 yuan per share [1] - The transaction will result in Baiyin Huaxin becoming a subsidiary of Fengxing after completion [1] Group 3: Related Party Transaction - The sole counterparty for the transaction, Guangdong Huaxin, is the parent company of Fengxing's controlling shareholder, Xibu Indium Industry, indicating that the transaction is an asset injection from the controlling shareholder into the listed company [1] - The share pledge ratio of Xibu Indium Industry is as high as 71.19%, suggesting potential liquidity issues for the controlling shareholder [1] Group 4: Fundraising and Historical Context - Fengxing plans to issue shares to no more than 35 specific investors to raise matching funds for project construction, working capital, debt repayment, and intermediary fees related to the acquisition [2] - The counterparty has committed to lifting all restrictions on the shares of the target company to ensure a smooth transfer of ownership to the listed company [2] - Fengxing has a history of unsuccessful acquisitions, notably the 2019 acquisition of 51% of Kangfu Technology for 236 million yuan, which later resulted in a significant impairment of goodwill due to a sharp decline in revenue and profit [2]