“A吸并B”交易，获批

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved the absorption merger of Hangzhou Hailianxun Technology Co., Ltd. by Hangzhou Qilun Power Group Co., Ltd. This transaction is notable as it represents a new case of "A shares absorbing B shares" in the A-share market, and is expected to be a significant asset restructuring and related party transaction [2][5][6]. Group 1: Transaction Details - The CSRC has agreed to the registration application for Hangzhou Hailianxun to absorb Hangzhou Qilun B by issuing an additional 1.175 billion shares [5]. - The approval is valid for 12 months, and the companies must comply with relevant disclosure obligations and procedures [5][6]. - The transaction is characterized as a "snake swallowing an elephant" deal, indicating that Hailianxun, with smaller revenue and profit figures, is absorbing a larger entity [8][9]. Group 2: Financial Performance - For 2024, Hailianxun is projected to have revenue of 228 million yuan and a net profit of 9.46 million yuan, while Hangzhou Qilun B is expected to generate revenue of 6.639 billion yuan and a net profit of 540 million yuan [8]. - In the first half of 2025, Hailianxun's revenue and net profit are forecasted at 75.16 million yuan and 1.57 million yuan, respectively, compared to Hangzhou Qilun B's revenue of 2.447 billion yuan and net profit of 153 million yuan [8]. Group 3: Share Exchange and Pricing - The share exchange ratio for the merger remains at 1:1, meaning each share of Hangzhou Qilun can be exchanged for one share of Hailianxun [10][12]. - After the implementation of profit distribution plans, the exchange price for both companies will be adjusted to 9.35 yuan per share, with a cash option price of 6.90 yuan per share for Hangzhou Qilun [12][13]. Group 4: Strategic Implications - This merger is expected to enhance Hailianxun's business boundaries and operational performance while addressing the challenges faced by Hangzhou Qilun B, such as low valuation and poor trading volume [8][9]. - The transaction aligns with the government's encouragement of mergers and acquisitions, aiming to improve the asset quality and operational efficiency of state-owned listed companies [13].