*ST宝实跨界“换血”求新生 置入标的资产负债率超80%|并购谈

Core Viewpoint - *ST Baoshi is undergoing a significant transformation by divesting its loss-making traditional bearing business and acquiring state-owned new energy assets, aiming for survival amid delisting risk warnings [1][4]. Group 1: Asset Restructuring - On January 13, 2026, Baota Petrochemical Group completed the transfer of 200 million shares, reducing its stake in *ST Baoshi from 34.99% to 17.43%, while Ningxia State-owned Capital Operation Group became the controlling shareholder with a 29.33% stake [1][4]. - The major asset swap has been completed, changing the company's main business from traditional bearing manufacturing to new energy generation and storage [1][4]. - The asset swap involves the transfer of all assets and liabilities, except for some retained assets, in exchange for 100% equity of Electric Power Investment New Energy, valued at 8.09 billion yuan, while the divested assets are valued at 4.68 billion yuan, with a cash payment of 3.41 billion yuan [1][4]. Group 2: Financial Performance - Since 2008, *ST Baoshi has reported negative net profits excluding non-recurring items, but post-restructuring, the company achieved a revenue of 504 million yuan in the first three quarters of 2025, a year-on-year increase of 7.74%, and a net profit of 118 million yuan, successfully turning a profit [2][5]. - The dramatic financial turnaround has led the market to interpret the restructuring as a "shell protection" action, especially given the company's delisting risk status [2][5]. - The transaction includes a three-year performance commitment, with Electric Power Investment New Energy promising net profits of no less than 75.86 million yuan, 78.79 million yuan, and 78.51 million yuan for the years 2025 to 2027, contingent on asset delivery by December 31, 2025 [2][5]. Group 3: Industry Challenges - Electric Power Investment New Energy faces challenges, with its gross profit margin expected to decline from 51.63% in 2023 to 39.03% in 2024, indicating increased competition in the new energy generation sector [2][5]. - The company's debt-to-asset ratio was high, reaching 83.07% by the end of March 2025, reflecting potential financial strain [2][5].