方大炭素终止参与杉杉集团重整 公告称无法对标的做出合理价值判断

Core Viewpoint - Fangda Carbon has decided to terminate its participation in the substantive merger and restructuring of Shanshan Group and its wholly-owned subsidiaries, raising market concerns about the abrupt end of this capital alliance [1][3]. Group 1: Announcement and Decision - On November 24, 2025, Fangda Carbon's board approved participation in the restructuring investor recruitment for Shanshan Group and quickly advanced due diligence [1][4]. - The company submitted application materials, paid a due diligence deposit of 50 million yuan, signed a confidentiality agreement, and engaged in multiple communications with Shanshan Group's management regarding key matters [1][4]. - Due to insufficient and short due diligence time, Fangda Carbon could not make a reasonable valuation judgment on the target assets, leading to the decision to withdraw [1][4]. Group 2: Complexity of Shanshan Group's Restructuring - The complexity of Shanshan Group's restructuring is a primary reason for the failure of the plan, with a total confirmed debt of 33.55 billion yuan as of September 29, 2025, and disputes over 33.2846 million shares [2][4]. - The first round of restructuring failed due to lack of approval from creditors and investors, prompting a second round with an increased base price from 8.65 yuan per share to 11.50 yuan per share [4]. Group 3: Strategic Implications and Financial Performance - Fangda Carbon initially aimed to leverage its advantages in the anode industry to accelerate integrated layout through the restructuring [2][5]. - The company stated that the termination was based on a prudent assessment of post-integration risk factors and aligned with its strategic planning in new materials and new energy sectors [5]. - For the first three quarters of 2025, Fangda Carbon reported revenue of 2.622 billion yuan, a year-on-year decrease of 16.79%, and a net profit attributable to shareholders of 113 million yuan, down 55.89% year-on-year [5]. - The company emphasized that the termination of the restructuring would not adversely affect its production operations or financial status, with cash reserves of 5.244 billion yuan as of September 30, 2025, indicating ample liquidity [5]. Group 4: Market Context - Fangda Carbon's case reflects a core contradiction in the current M&A market: the high valuation of quality assets versus the buyer's need for risk control [2][5]. - In the context of high prosperity in the new energy industry, there is a strong demand for companies to achieve technological leaps through mergers and acquisitions, but the adequacy of due diligence, asset quality, and integration feasibility remain key factors determining the success of transactions [5].