公告显示，本次交易采用收益法作为收购孚悦科技股权价值参考依据。以2025年8月31日为评估基准日，孚悦科技的股东全部权益评估值约为2.41亿元，评 估增值约2.22亿元，增值率为1167.27%。 | 标的资产名称 | 铜陵市孚悦科技有限公司 | | --- | --- | | 定价方法 | □ 协商定价 | | | ☑ 以评估或估值结果为依据定价 | | | 公开挂牌方式确定 | | | □ 其他: _ | | 交易价格 | ☑ 己确定，具体金额（万元）：_24,060.00 | | | □ 尚未确定 | | 评估/估值基准日 | 2025/08 /31 | | 采用评估/估值结果 | □资产基础法 收益法 | | (单选) | □其他,具体为: | | 最终评估/估值结论 | 评估/估值价值:24,060.00 (万元) | | | 评估/估值增值率:1167.27% | | 评估/估值机构名称 | 上海众华资产评估有限公司 | 对此，上交所要求国晟科技补充披露收益法评估下标的公司评估的主要参数、评估参数选取的依据及合理性等，并补充披露交易对方及其最终控制方与公司 现任、前任实际控制人、董事及高管是否存在 ...

11月25日，国晟科技（603778）收盘报8.9元/股，再度录得涨停板。这已是该公司股价近12个交易日内的第8次涨停。 | 显示停牌 | 筹码 到价提醒 | | 国晟科技 | | +0.87 | | | --- | --- | --- | --- | --- | --- | --- | | | 设置均线 ~ | | 603778 | | +10.01% | | | 025/3/27-2025/11/25(163根) | | | 已收市 CNY | | 血 目选 + | | | 12 工資 資 | 章 十五 | | 型化 | 100.00% 委差 | 10 43 F | | | | | 937 | 卖五 | | 0 | | | | d 3 | | 壶山 | | 0 | | | | | | | | 0 | | | | | | | | 0 | | | | | 7.08 | | | O | | | | | | | 8.90 | 102390 | | | | | 5.93 | | 8.89 | 824 | | | | | | 25 | 8.88 | 427 | | | | | 4.78 | 2500 | 8.87 | ...

我见过太多创始人，明明项目做得不错——产品有市场，团队有能力，营收也在涨，但一到融资就栽跟头：路演时把投资人关心的点全漏了，尽调时才发 现股权藏着代持，签TS时没看清条款给自己挖了坑……最后要么融不到钱，要么融到钱却留了一堆后遗症，甚至把好项目拖黄了。 每次遇到这种情况，我都想跟创始人说一句：别再以为自己什么都行、什么都懂了。融资不是"做产品、搞业务"，它是一门需要懂资本规则的技术活，不 是你靠"经验""感觉"就能搞定的。就像你不会让设计师去做财务报表，不会让程序员去谈客户一样，融资这件事，也需要专业的人来帮你。 今天就跟你掏心窝子聊聊：为什么你必须找一位懂资本的融资辅导顾问，把他当成"融资陪跑合伙人"，陪你走完创业全周期直达IPO。别心疼那点顾问 费，跟你能拿到的融资、能避开的坑比起来，这点钱根本不算什么。 先醒醒：你以为的"懂融资"，可能全是错的 很多创始人觉得"我看过几本融资书，听过几场融资课，跟几个投资人聊过，就懂融资了"。但实际情况是，你懂的那点"皮毛"，在真正的资本游戏里， 连"入门"都算不上，甚至可能因为这些"错误认知"，把融资路彻底堵死。 1.你以为"路演就是讲好故事"，其实是"讲对资本想听的 ...

距离任期届满还有两年，美芝股份（002856.SZ）的两名高管辞职了。 这个时间节点有些意思，三季报公布后没多久。 去年三季报发出之后，美芝股份的高管层也有变动，两名非独立董事被免。公告显示，免去李苏华、李碧君第五届董事会非独立董事职务。这两人曾对 三季报真实性、准确性提出异议。 李碧君是李苏华的女儿，李苏华是美芝股份原实控人。今年两名离职的高管中，万征是在2021年5月19日聘任为公司副总经理，做了有四年多。当时和 万征一起被聘为副总经理的，就有李碧君。 2021年的高管任职，比以往要备受关注，因为这是美芝股份控股权变更后的第一年。也是从这一年之后，不管是美芝股份还是李苏华都没有变得更好。 成立于1984年的美芝装饰在当时是一家不算出名的小型装饰公司，后来甚至濒临破产，30岁的李苏华临危受命接手，用两年时间扭转困境，2017年3月 20日，在深交所李苏华敲响了美芝股份的上市钟声。 没过几年，李苏华选择把控股权让了出去。2020年12月，美芝股份原控股股东、实控人李苏华将其手中29.99%的股份，以7.5亿元价格转让给佛山南海 国资旗下的广东怡建股权投资合伙企业（有限合伙）（简称"广东怡建"），并且和对方签下 ...

Group 1 - Equity investment refers to acquiring shares of a company, aiming for significant economic benefits through investments in both listed and unlisted companies [1] - Equity investment can occur at various stages of a company's lifecycle, including startup, growth, and expansion phases, with different investor focuses at each stage [1] - Private equity funds primarily invest in unlisted companies, aiming to recover investment returns through future public offerings or acquisitions [2] Group 2 - The profit points of private equity mainly arise from the price differences between the primary and secondary markets, with a strong influence from the IPO market [3] - Angel investments typically target very early-stage companies, often with minimal funding requirements, and investors usually acquire 10% to 30% equity [4] - Venture capital is suited for companies in early stages of development, where initial funding is insufficient for significant growth [5] Group 3 - Investment banks assist companies with public offerings, restructuring, mergers, and acquisitions, earning fees from successful financing [6] - M&A encompasses both mergers and acquisitions, with subtle differences in their definitions and implications [7][10] - M&A funds are more common in mature markets and focus on established companies, contrasting with angel and venture capital funds that target startups [11] Group 4 - Fund of Funds (FOF) is a type of investment strategy that invests in other funds rather than direct assets, distinguishing it from traditional funds [12] - The investment threshold for private equity funds varies, with common minimums of 3 million to 10 million depending on the fund size [22] - Private equity funds typically have a long duration of 5 to 8 years, divided into investment, exit, and extension periods [22] Group 5 - The valuation of a company is crucial in private equity transactions, determining the financing amount and investor equity stake [25] - Valuation methods include the price-to-earnings ratio and comparative analysis with similar companies in the industry [26] - Investment protection mechanisms, such as board veto rights, are essential for safeguarding private equity investors' interests [27]

Core Viewpoint - Tesla shareholders approved Elon Musk's $1 trillion compensation plan with over 75% support, paving the way for Musk to potentially become the world's first trillionaire [1][2] Compensation Plan Details - The compensation plan includes a ten-year performance-based agreement where Musk can earn up to 423.7 million restricted stock units, representing approximately 12% of the company's adjusted total shares [3][5] - The plan is structured around 12 performance milestones that must be achieved, divided into market capitalization thresholds and operational milestones [3][7] Market Capitalization Goals - The first phase requires Tesla's market capitalization to increase from approximately $1.5 trillion to $2 trillion, with subsequent phases increasing by $500 billion until reaching $8.5 trillion [6][9] - Achieving the final market cap of $8.5 trillion represents a 470% increase from the current valuation, necessitating a compound annual growth rate of 19% [7][9] Operational Milestones - Operational targets include delivering 20 million Tesla vehicles, achieving 10 million active Full Self-Driving (FSD) subscriptions, delivering 1 million humanoid robots, and deploying 1 million Robotaxis into commercial operation [6][7] - The plan also stipulates that Tesla's annual adjusted EBITDA must reach $400 billion, with specific quarterly performance requirements for the last three targets [7][9] Shareholder Sentiment - The approval of the compensation plan reflects a divided sentiment among retail investors, with some viewing it as a necessary recognition of Musk's contributions to Tesla's success [3][4] - A personal investor indicated that their decision to hold shares is directly tied to Musk's continued leadership, emphasizing the importance of his role in Tesla's future [4]

Core Viewpoint - The focus of Tesla's annual shareholder meeting is a controversial compensation plan for Elon Musk, potentially worth up to $1 trillion in stock incentives, facing significant opposition from institutional investors and some retail shareholders [1][2][4]. Institutional Investor Opposition - Norges Bank Investment Management, the world's largest sovereign wealth fund, has publicly stated its opposition to Musk's compensation plan, citing concerns over its scale, dilution risk, and reliance on key personnel [2]. - Calpers, the largest public pension fund in the U.S., also criticized the plan for being excessively high compared to peers and for concentrating power [2]. - Thomas DiNapoli, New York State Comptroller, labeled the proposal as "paying for power rather than performance" and urged shareholders to oppose the re-election of all directors seeking reappointment [4]. Retail Investor Sentiment - Retail investors are divided; some view the compensation plan as essential for retaining Musk, while others express strong discontent, linking their investment decisions to Musk's actions and statements [5][6]. - A retail investor holding 4,000 shares indicated that Musk's departure would lead to a complete sell-off of their holdings, emphasizing Musk's critical role in Tesla's success [5]. - Conversely, another long-term investor criticized Musk's behavior, arguing it has damaged Tesla's reputation and sales potential, advocating for a change in leadership [6]. Board and Musk's Defense - Tesla's board has launched a public relations campaign to support Musk's compensation plan, emphasizing his irreplaceable role in the company's future [7]. - Musk has personally engaged in defending the proposal, labeling critics as "corporate terrorists" and suggesting that the vote outcome could impact the future of civilization [9]. - Despite significant opposition from major institutional investors, market predictions indicate a high probability (96%) of the proposal's approval [9][11]. Compensation Plan Details - The compensation plan involves granting Musk up to 423.7 million restricted stock units, contingent on achieving specific market capitalization and operational milestones over a ten-year period [16][21]. - The first milestone requires Tesla's market value to increase from approximately $1.5 trillion to $2 trillion, with subsequent phases increasing the target by $500 billion, ultimately aiming for $8.5 trillion [21][22]. - Operational goals include delivering 20 million vehicles, achieving 10 million active FSD subscriptions, and launching 1 million Robotaxi units into commercial operation [23].

Core Viewpoint - The acquisition of Dongguan Better Electronics Technology Co., Ltd. by Yangzhou Yangjie Electronic Technology Co., Ltd. has been terminated due to differences in business types, management styles, and corporate cultures between the two companies, as well as disagreements on future operational philosophies [1][2]. Group 1: Acquisition Details - The acquisition was initially valued at a significant premium, with an assessment value increase of 282.89% and a total cash offer of 2.218 billion yuan for 100% equity [1][9]. - The deal included strict performance-based clauses, requiring Better Electronics to achieve a combined net profit of no less than 555 million yuan from 2025 to 2027, with potential penalties of up to 1.108 billion yuan if targets were not met [9][10]. - Yangjie Technology's board agreed not to claim any breach of contract from Better Electronics, as no payment had been made and no shares had been transferred, thus avoiding any financial loss [3][2]. Group 2: Company Background - Better Electronics, established in 2003, specializes in high-end electronic and power circuit protection components, with products widely used in home appliances, new energy vehicles, and other sectors [3][4]. - Yangjie Technology, founded in 2006 and listed on the Growth Enterprise Market in 2014, reported a revenue of 5.348 billion yuan for the first nine months of 2025, a year-on-year increase of 20.89%, and a net profit of 974 million yuan, up 45.51% [9][10]. - The acquisition was part of Yangjie Technology's strategy to expand its business portfolio, but the termination reflects challenges in aligning corporate cultures and operational strategies [2][4].

Core Viewpoint - The company, Tanshan (探路者), is experiencing a significant decline in performance, with projected net profits for the first three quarters of 2025 expected to drop by 64.62% to 70.51% compared to the previous year, primarily due to poor sales in its outdoor business and losses in its chip business [1][3]. Financial Performance - The projected net profit for the first three quarters of 2025 is estimated to be between 30 million to 36 million yuan, while the non-recurring net profit is expected to be between 25 million to 29 million yuan, reflecting a decline of 64.62% to 70.51% and 68.20% to 72.59% respectively compared to the same period last year [1][3]. - For the first half of 2025, the company reported revenue of 653 million yuan, a year-on-year decrease of 7.82%, with net profit dropping by 76.50% to approximately 20 million yuan [7]. Business Segments - The outdoor business segment generated revenue of 538 million yuan in the first half of 2025, down 10.51% year-on-year, with all three core product categories (outdoor apparel, footwear, and equipment) experiencing significant declines in sales [7]. - The chip business, while showing overall positive development, has been negatively impacted by exchange rate fluctuations, leading to losses that have affected overall performance [3][4]. Acquisition and Performance Issues - Tanshan's acquisition of Beijing Xinneng Electronics Technology Co., Ltd. has not met performance commitments, with the acquired company reporting cumulative losses of 176 million yuan from 2022 to 2024, failing to achieve promised profit targets [2][5]. - The acquisition was part of a cross-industry strategy, but the chip business has faced challenges due to macroeconomic conditions and a slowdown in the global consumer electronics market [5]. Management and Shareholder Actions - The company's founder is reportedly accelerating cashing out, with significant share reductions noted, including a recent decrease in holdings from 5.17% to 4.99% [8][9]. - Since 2020, the founders have reportedly cashed out over 1.4 billion yuan, indicating a trend of divestment from the company [10]. Financial Strategy - Tanshan plans to utilize up to 800 million yuan of idle funds for low-risk financial products, despite having sufficient liquidity with cash and financial assets totaling over 8.27 billion yuan [2][10].

Core Viewpoint - Kanghua Biotech reported a significant decline in performance for the first three quarters of 2025, with revenue dropping by 20.78% year-on-year to 840 million yuan and net profit falling by 53.41% to 189 million yuan, amid a cooling vaccine industry and ongoing challenges related to product structure and performance commitments following a change in control [2][3][4]. Financial Performance - For the first three quarters of 2025, Kanghua Biotech's revenue was 840 million yuan, a year-on-year decrease of 20.78%, while net profit was 189 million yuan, down 53.41% [2]. - Excluding last year's one-time revenue from overseas licensing of the six-valent norovirus vaccine (106 million yuan), revenue decreased by 11.96%, with non-immunization vaccine sales also down by 11.97% [3]. - The net cash flow from operating activities fell by 39.22% due to reduced sales collections and overseas licensing income [3]. Product Challenges - Kanghua Biotech's reliance on a single product, the human diploid cell rabies vaccine, has led to significant revenue pressure, with this product accounting for over 97% of total revenue in 2024 [4]. - The batch issuance volume of the rabies vaccine is expected to drop by 43.83% year-on-year in 2024, with sales revenue further declining by 23.79% in the first half of 2025 [4]. - The vaccine industry is facing a "demand gap," with major domestic vaccine companies experiencing substantial declines in performance, impacting Kanghua Biotech as well [4]. Competitive Landscape - The vaccine market is becoming increasingly competitive, with three companies conducting clinical trials and two having submitted applications for market approval, which may adversely affect Kanghua Biotech's market share and pricing [4][5]. - Despite efforts to revive the ACYW135 meningococcal polysaccharide vaccine, the company struggles to fill the revenue gap left by its core product [5]. Control Change and Performance Commitments - In July 2023, Kanghua Biotech underwent a change in control, transferring 21.91% of shares to Shanghai Wankexin Biotech, which now holds 29.99% voting rights [6]. - The new control structure comes with performance commitments requiring a total net profit of no less than 728 million yuan from 2025 to 2026, which poses significant pressure given the current performance levels [6]. Strategic Response - Kanghua Biotech aims to stabilize its existing business in the short term, rely on new products in the medium term, and pursue mergers and acquisitions in the long term [7]. - The company has six vaccines in the research pipeline, but only the six-valent norovirus vaccine is expected to enter clinical trials by the end of 2024, limiting immediate revenue contributions [7].