拟购亏损关联标的,明阳智能一度大涨,引来交易所问询:有无内幕交易?

Core Viewpoint - The acquisition of Zhongshan Dehua Chip Technology Co., Ltd. by Mingyang Smart Energy has attracted significant market attention, particularly due to the target company's ongoing financial struggles and the nature of the transaction as a related party deal [1][6]. Group 1: Acquisition Details - Mingyang Smart Energy announced on January 23 that it plans to acquire 100% of Dehua Chip through a combination of issuing shares and cash payments, while also raising supporting funds from specific investors [6]. - The stock of Mingyang Smart Energy experienced a limit-up on the day of the announcement, closing at 21.65 yuan per share, with a total market capitalization of 48.961 billion yuan [1][7]. - Dehua Chip has reported a net profit of 2.1555 million yuan for 2023, but incurred losses of 42.575 million yuan in 2024 and 20.2262 million yuan in the first nine months of 2025, indicating a trend of minimal profit or losses over the past three years [2][8]. Group 2: Regulatory Scrutiny - The Shanghai Stock Exchange raised three main concerns regarding the acquisition: the reasons behind Dehua Chip's losses, the necessity and rationale for the related party transaction, and the unusual stock price movements prior to the announcement, which may suggest insider trading [2][5]. - The exchange has requested that Mingyang Smart Energy provide a written response and amend its acquisition proposal within ten trading days, with independent financial advisors required to verify and comment on the issues raised [5][8]. Group 3: Financial Performance - Mingyang Smart Energy's financial performance has shown volatility, with revenues of 30.748 billion yuan in 2022, 27.859 billion yuan in 2023, and 27.158 billion yuan in 2024, reflecting a year-on-year growth of 12.98%, a decline of 9.39%, and a further decline of 3.43% respectively [9]. - The company's net profit attributable to shareholders has also decreased significantly, from 3.455 billion yuan in 2022 to 346 million yuan in 2024, with a year-on-year decline of 89.19% [9]. - The asset-liability ratio of Mingyang Smart Energy increased from 58.86% in 2022 to 69.98% by the end of September 2025, indicating rising financial leverage [9].