MYSE(SH:601615) Zhong Guo Jing Ying Bao·2026-01-24 09:27Core Viewpoint - Mingyang Smart Energy (601615.SH) announced a restructuring plan to acquire 100% equity of Zhongshan Dehua Chip Technology Co., Ltd. through share issuance and cash payment, aiming to raise matching funds. The stock hit a daily limit up upon resumption, with a market value nearing 50 billion yuan. However, the Shanghai Stock Exchange issued an inquiry regarding the target company's loss status, the rationality of related transactions, and stock price fluctuations [2][3]. Group 1 - The actual controller of Dehua Chip, Zhang Chao, is also a director and vice president of Mingyang Smart Energy, and is a close relative of the company's actual controller, Zhang Chuanwei. Additionally, the supervisor of Dehua Chip, Yi Lingna, holds a senior management position at Mingyang Smart Energy [2]. - Financial data shows that Dehua Chip has experienced fluctuating performance, with net profits of 2.1555 million yuan in 2023, -42.575 million yuan in 2024, and -20.2262 million yuan in the first nine months of 2025, indicating alternating states of slight profit and loss. As of the end of Q3 2025, the company had total assets of 411 million yuan and total liabilities of 280 million yuan [2]. - The products of Dehua Chip are primarily used in photovoltaic energy systems, satellite power systems, and special energy systems, but the high customer concentration may impact operational performance [2]. Group 2 - The Shanghai Stock Exchange raised three main questions: first, to explain the target company's profit model, industry position, and competitive advantages, and to verify its sustainable profitability and customer concentration; second, to disclose the specific manifestation of transaction synergy, justify the necessity and rationality of acquiring a loss-making entity from a related party, and clarify the reasons for financial investors' exit and any potential betting agreements; third, to investigate the unusual stock price surge prior to the suspension and eliminate insider trading suspicions [3]. - Mingyang Smart Energy is also facing performance pressure, with a continuous decline in net profit attributable to the parent company from 2022 to 2024. The net profit for the first three quarters of 2025 decreased by 5.29% year-on-year, and the asset-liability ratio rose to 69.98%, with a net cash outflow from operating activities of 4.926 billion yuan [3]. - The company stated that the acquisition aims to expand strategic space in the energy sector, strengthen industry chain synergy, and integrate photovoltaic business to enhance cyclical resistance. The audit and evaluation work for the transaction is still ongoing, and the transaction price has not yet been determined, with the share issuance price set at 14.46 yuan per share, representing a 26.5% discount to the closing price before suspension [3].