Changhong Polymer(SH:605008) IPO日报·2025-07-08 11:57Core Viewpoint - Ningbo Changhong High Polymer Technology Co., Ltd. is planning to acquire 100% equity of Guangxi Changke New Materials Co., Ltd. through a combination of issuing shares, convertible bonds, and cash payment, which is expected to constitute a major asset restructuring [1][4]. Group 1: Acquisition Details - The acquisition involves related parties, as the actual controller of Guangxi Changke is also the actual controller of Changhong High Tech, and it will not lead to a change in the actual controller of the company [1]. - The transaction is aimed at enhancing the company's competitiveness and expanding its business scope in the synthetic resin and plastic production sector, which aligns with its existing operations [4][10]. - Previous attempts to acquire Guangxi Changke were made in August 2023 but were terminated due to market changes and failure to reach consensus on core transaction conditions [7][10]. Group 2: Financial Performance of Guangxi Changke - Guangxi Changke reported revenues of 402.61 million yuan, 607.47 million yuan, and 229.84 million yuan for the years 2021, 2022, and the first half of 2023, respectively, while net profits were 22.55 million yuan, 10.52 million yuan, and -17.60 million yuan during the same periods [5][6]. - The company's cash flow from operating activities has been negative, with figures of -127.60 million yuan, -147.05 million yuan, and -40.84 million yuan for the respective periods [5][6]. - As of June 30, 2023, Guangxi Changke had total assets of 2.67 billion yuan and total liabilities of 1.76 billion yuan, resulting in a debt-to-asset ratio of 66.2% [5][6]. Group 3: Changhong High Tech's Financial Situation - Since its listing in 2020, Changhong High Tech has experienced a decline in net profits, with figures of 302 million yuan, 185 million yuan, 180 million yuan, 95 million yuan, and 94 million yuan projected from 2020 to 2024 [9]. - In the first quarter of 2025, the company reported a revenue of 718 million yuan, a year-on-year decrease of 6.93%, and a net loss of 16.43 million yuan, a decline of 125.46% compared to the previous year [9]. - The company attributed its losses to production efficiency upgrades and a decline in product sales prices exceeding the drop in raw material prices [10]. Group 4: Capital Movements and Market Reactions - The actual controller, Tao Chunfeng, has been active in capital movements, including a planned private placement to raise up to 1.2 billion yuan, with part of the funds potentially used for the acquisition [12][13]. - Following the termination of the acquisition, the planned private placement amount was significantly reduced, indicating market skepticism regarding the transaction [13][14]. - The actual controller's recent actions, including a rapid decision to reduce holdings shortly after a private placement, have raised concerns among investors [15][16].