重组预案出炉！交易所火速问询

Core Viewpoint - The company, Han Jian He Shan, announced a major asset restructuring plan to acquire 99.9978% of Xingfu New Material through a combination of share issuance and cash payment, with the share price set at 4.38 yuan per share, which is 80% of the average trading price over the previous 20 trading days [1][3] Group 1: Transaction Details - The transaction involves issuing shares and cash to purchase assets and raise matching funds, with the specific ratio of shares to cash to be determined through further negotiations [3] - The total amount of matching funds raised will not exceed 100% of the transaction price for the asset purchase via share issuance, and the number of shares issued will not exceed 30% of the company's total share capital prior to the issuance [4] - The matching funds are intended to cover the cash payment for the transaction, intermediary fees, and related taxes, with the payment method and timing to be negotiated after determining the final transaction amount [4] Group 2: Company Background and Strategic Implications - Han Jian He Shan primarily engages in the production of prestressed concrete pipes (PCCP) and concrete additives, which are used in various water supply and agricultural projects [4] - Xingfu New Material focuses on the research, production, and sales of aromatic products, including specialty engineering plastics and intermediates for pesticides and pharmaceuticals [4] - The acquisition is expected to enhance Han Jian He Shan's revenue and profit growth, creating a second growth curve and improving the company's profitability and asset scale [4][5] Group 3: Regulatory Inquiry - The Shanghai Stock Exchange issued an inquiry letter to Han Jian He Shan regarding the significant fluctuations in Xingfu New Material's performance, the transaction plan, and insider information management [6][8] - The inquiry highlighted that Xingfu New Material's revenue showed a declining trend from approximately 777 million yuan in 2022 to 386 million yuan in 2025, with net profits fluctuating significantly [8] - The exchange requested additional disclosures regarding the reasons for Xingfu New Material's performance decline, its market position, and the potential risks associated with customer concentration [8][9]