登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：600892 证券简称：*ST大晟 公告编号：临2025-051 关于祺曜互娱业绩补偿事项的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 大晟时代文化投资股份有限公司（以下简称"公司"）于2025年11月26日召开第十二届董事会第十一次会 议，审议通过了《关于祺曜互娱业绩补偿事项的议案》，上述议案尚需提交公司2025年第三次临时股东 会审议。具体内容如下： 一、祺曜互娱业绩承诺概述 公司控股子公司深圳淘乐网络科技有限公司（以下简称"淘乐网络"）分别于2017年、2019年收购海南祺 曜互动娱乐有限公司（以下简称"祺曜互娱"，2023年11月已全部对外转让，现不属于公司合并报表范围 内子公司）80%、20%股权时，与相关方签署了《盈利预测补偿协议》，祺曜互娱原股东分宜新视界投 资合伙企业（有限合伙）（赵斌控制企业，以下简称"分宜新视界"）和赵斌承诺：祺曜互娱2017年、 2018年、2019年的年度净利润（根据扣除非经常性损益前后孰低原则确认）分别不低于2,10 ...

Core Viewpoint - The company, Kanghui Pharmaceutical Co., Ltd., has initiated arbitration against Lai Xinsheng for a remaining performance compensation of 266 million yuan, stemming from a previous acquisition that has led to significant financial losses and uncertainties regarding future profits [1][2][3] Group 1: Acquisition and Performance Compensation - In September 2020, Kanghui acquired 51% of Shandong Youbang Biochemical Technology Co., Ltd. for 32.64 million yuan, with performance guarantees from Lai Xinsheng for net profits of 5 million, 10 million, and 20 million yuan for the years 2021 to 2023 [2] - Following an audit, Shandong Youbang reported a cumulative loss of 72.6377 million yuan from 2021 to 2023, leading to a compensation claim of 269 million yuan from Lai Xinsheng [2][3] - As of now, Lai Xinsheng still owes Kanghui 266 million yuan in performance compensation, despite partial payments made through a third party [3] Group 2: Financial Performance and Losses - Kanghui has reported continuous losses over the years, with revenues of 492 million yuan, 673 million yuan, and 562 million yuan from 2022 to 2024, and corresponding losses of 63.06 million yuan, 26.16 million yuan, and 89.63 million yuan [8] - In the first three quarters of 2025, Kanghui's revenue declined by 12% to 356 million yuan, with a net loss of 133 million yuan, attributed to the write-off of receivables from its subsidiary, Shaanxi Youbang [8] Group 3: Operational Challenges - Shaanxi Youbang, a subsidiary of Kanghui, has faced operational difficulties, including a complete shutdown of production due to market competition and ongoing losses, leading to plans for bankruptcy restructuring to improve its financial situation [5][6] - The company has also made significant provisions for bad debts related to Shaanxi Youbang, totaling 121 million yuan, indicating a challenging financial outlook [6] Group 4: Corporate Changes - In September 2023, Kanghui underwent a change in control, with the major shareholder shifting from Shaanxi Kanghui Holdings to Jiaxing Yuehe Zhichuang Technology Partnership, which has implications for its strategic direction [7] - Following the change in control, the company rebranded from "Kanghui Pharmaceutical" to "Kanghui Co., Ltd." to better reflect its long-term development strategy [7]

Core Viewpoint - The company announced that due to its wholly-owned subsidiary's failure to meet performance commitments from a significant asset restructuring in 2015, performance compensation obligations must be fulfilled by the responsible parties [1] Group 1: Performance Compensation - Eight performance compensation obligors, including Suzhou Songhe, are required to compensate with a total of 12,065,449 shares, which have been transferred to the company's repurchase account and will be canceled on November 14 [1] - After the completion of this repurchase and cancellation, the company's total share capital will be reduced to 2,751,447,394 shares [1] Group 2: Uncertainty in Compensation - Performance compensation obligors Zuo Hongbo and Chu Shuxia are required to compensate a total of 390,706,608 shares, but their shares have been entirely judicially frozen, leading to significant uncertainty regarding the company's ability to recover these compensation shares and cash [1]

Core Viewpoint - The company, Huanrui Century, is involved in a significant lawsuit concerning contract disputes, with potential implications for its stock and financial performance [2][3][9]. Group 1: Lawsuit Details - The lawsuit has been accepted by the Beijing Financial Court, with the case number (2025) Jing 74 Min Chu 2055, and is currently in the pre-trial stage [3][10]. - Huanrui Century is the plaintiff, while the defendants include individuals and a company associated with a previous asset purchase transaction [4][5]. - The total amount involved in the lawsuit includes a request for the transfer of 113,259,178 shares, which represents 11.55% of the company's total share capital, along with a cash compensation of approximately RMB 17.67 million [2][4]. Group 2: Legal Claims - The company seeks to compel the defendants to transfer specific shares issued during a 2016 asset purchase, with a nominal transfer price of 1 RMB per share, and to provide cash compensation for any shortfall in the number of shares transferred [5][6]. - The defendants are also requested to cover the legal fees incurred by the company in this lawsuit [7]. Group 3: Financial Impact - The lawsuit is a strategic move by the company to protect its and its shareholders' rights, although the final outcome remains uncertain and may affect future financial performance [9]. - The company has reported that its total litigation and arbitration amounts over the past twelve months are approximately RMB 28.69 million, which is 3.26% of its latest audited net assets [8].

Core Viewpoint - The company Xinlaifu (301323.SZ) plans to acquire 100% equity of Guangzhou Jinnan Magnetic Materials Co., Ltd. controlled by its actual controller Wang Xiaoming for a total price of 1.054 billion yuan, raising matching funds, but the deal is surrounded by controversies regarding related party transactions, inefficient use of funds, fluctuating profitability of the target asset, and questionable financial data [1][2][3]. Related Party Transactions - The acquisition involves complex related party relationships, essentially representing an "internal asset integration" by Wang Xiaoming, the actual controller of Xinlaifu [2][3]. - Wang Xiaoming indirectly controls Jinnan Magnetic Materials through multiple entities, including Shengci Technology (50% stake), Guangzhou Yishang (24% stake), and Jinchenglai (11% stake), with significant overlap in actual control [2][3]. Fund Utilization Issues - Xinlaifu has a significant amount of idle funds, with a total of 1.053 billion yuan in cash and near-zero interest-bearing liabilities, leading to questions about the rationale behind the acquisition [6][7]. - Since its IPO in May 2023, Xinlaifu's performance has been slow, with net profit growth of only 7.96% and 5.17% for 2023 and 2024, respectively, and a decline in net profit despite revenue growth in the first half of 2025 [6][7]. Profitability of Target Asset - Jinnan Magnetic Materials, primarily engaged in the production of permanent magnetic materials, has shown fluctuating profitability, with net profits of 52.45 million yuan, 81.46 million yuan, and 21.14 million yuan for 2023, 2024, and the first four months of 2025, respectively [9][10]. - The gross profit margin of Jinnan Magnetic Materials has varied significantly, with a notable increase in 2024 due to a temporary drop in raw material prices, raising concerns about sustainability [9][10]. Supplier Transaction Discrepancies - There are discrepancies in the procurement amounts reported by Jinnan Magnetic Materials and its largest supplier, Zhejiang Ante Magnetic Materials Co., Ltd., with significant differences in reported figures for 2023 and 2024 [11][12][13]. - The procurement amounts from Ante Magnetic Materials accounted for approximately 30% of Jinnan Magnetic Materials' total procurement, indicating a critical impact on cost control [11]. Performance Commitment Concerns - The performance compensation agreement for the acquisition has raised doubts, as the profit targets set for 2025 are lower than the actual profit achieved in 2024, suggesting a lack of confidence in future growth [15][16]. - The net assets of the performance commitment parties are significantly lower than the transaction price, raising concerns about their ability to fulfill compensation obligations if performance targets are not met [15][16].

Core Viewpoint - China National Pharmaceutical Group (中国医药) has achieved a preliminary legal victory in a contract dispute regarding performance compensation, with a court ruling in favor of the company to recover nearly 98 million yuan from Tibet Tiansheng Taifeng Pharmaceutical Co., Ltd. [3][4] Group 1: Legal Proceedings - The Beijing Second Intermediate People's Court has ruled that Tibet Tiansheng must pay China National Pharmaceutical 98.07 million yuan in performance compensation and interest, with Xu Panfeng bearing joint liability for the debt [6]. - The lawsuit originated in October 2024, initiated by China National Pharmaceutical against Tibet Tiansheng and Xu Panfeng due to unmet performance compensation obligations [4][5]. - The total amount involved in the case is approximately 139 million yuan, which could significantly impact the financial status of China National Pharmaceutical [6]. Group 2: Financial Implications - The performance compensation of nearly 98 million yuan represents about one-third of China National Pharmaceutical's net profit of 29.4 million yuan for the first half of 2025, highlighting its importance for the company's annual performance [6]. - The company reported a revenue of 17.076 billion yuan for the first half of 2025, reflecting a year-on-year decline of 6.71% [6]. Group 3: Future Considerations - There is uncertainty regarding whether Tibet Tiansheng will appeal the court's decision, as the company has not yet provided a response [6].

Core Viewpoint - China National Pharmaceutical Group (China Pharmaceutical) has achieved a preliminary legal victory in a contract dispute regarding performance compensation with Tibet Tiansheng Taifeng Pharmaceutical Co., Ltd. (Tibet Tiansheng), with the court ruling in favor of China Pharmaceutical for approximately 98.07 million yuan in compensation and interest [3][5]. Summary by Sections Legal Proceedings - The dispute originated in October 2024 when China Pharmaceutical filed a lawsuit against Tibet Tiansheng and Xu Panfeng over performance compensation issues [3]. - The court ruled that Tibet Tiansheng must pay China Pharmaceutical approximately 98.07 million yuan in performance compensation and interest, with Xu Panfeng bearing joint liability for the debt [5]. Financial Implications - The total amount involved in the case is approximately 139 million yuan, which could significantly impact China Pharmaceutical's financial status [5]. - The performance compensation of nearly 98 million yuan represents about one-third of China Pharmaceutical's net profit for the first half of 2025, which was reported at 29.4 million yuan, a decline of 16.19% year-on-year [6]. Performance Commitments - According to the original equity transfer agreement, Tibet Tiansheng made specific profit commitments for Henan Tongyong from March 2016 to February 2019, which were not met, leading to the dispute [3][4]. - An audit revealed that Henan Tongyong only exceeded the profit target in 2017, with significant shortfalls in other periods, totaling a discrepancy of 97.31 million yuan [4]. Current Status and Future Outlook - As of now, the first-instance judgment has not taken effect, and there remains uncertainty regarding whether Tibet Tiansheng will appeal the decision [5][6]. - China Pharmaceutical has indicated that it will actively respond to any appeals and disclose relevant information in future announcements [3].

Core Points - The company Xinwufeng announced a repurchase of shares due to the failure of the acquisition target Hunan Tianxin Seed Industry Co., Ltd. to meet its performance commitments for 2023 [2] - The total repurchase price for the shares is set at RMB 1.00, involving 11,630,293 shares, which accounts for 0.92% of the company's total share capital before the repurchase [2] - Following the repurchase, the company's total shares will decrease from 1,261,292,033 to 1,249,661,740, and the registered capital will change from RMB 1,261,292,033 to RMB 1,249,661,740 [2] Summary by Sections - **Announcement Details** - Xinwufeng issued an announcement on October 13 regarding the repurchase of shares due to unmet performance commitments by Hunan Tianxin Seed Industry [2] - The repurchase involves multiple compensation obligors, including Hunan Modern Agricultural Industry Holding Group Co., Ltd. and others [2] - **Financial Impact** - The repurchase will result in a reduction of the company's total shares and registered capital, reflecting the impact of the failed acquisition on the company's financial structure [2] - The shares are expected to be officially canceled on October 14, 2025, following the completion of the repurchase process [2]

Core Viewpoint - Fuda Alloy (603045.SH) has officially released a restructuring plan for the acquisition of 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, representing a premium of 2.71 times the valuation, transitioning the nature of the transaction from a "parent buying child" to an "internal integration under the same control" [2][3][4]. Group 1: Transaction Details - The acquisition price of 352 million yuan includes a significant premium of 2.71 times the assessed value of Guangda Electronic [2]. - The restructuring plan includes a performance commitment that Guangda Electronic must achieve a cumulative net profit of no less than 200 million yuan over three years (2025-2027) [2][8]. - The performance compensation is limited to two shareholders, with a maximum compensation amount of 74.85 million yuan, which is insufficient compared to the acquisition cost [2][6][8]. Group 2: Control and Governance - The actual controller of Guangda Electronic has changed to Wang Da Wu and Wang Zhong Nan, indicating a shift in the transaction's nature to "same control enterprise acquisition," which eliminates the risk of goodwill [4][6]. - Following the transaction, the Wang Da Wu family will hold a total of 84.48% of Guangda Electronic's shares, consolidating control [6]. Group 3: Industry Context - Fuda Alloy's main business is in electrical contact materials, while Guangda Electronic operates in the photovoltaic silver paste sector, indicating no direct industry overlap [9]. - The photovoltaic industry is currently experiencing a downturn, contrasting with the previous high demand, which raises questions about the strategic timing of this acquisition [9]. - The acquisition is seen as an attempt to create a second growth curve for Fuda Alloy, leveraging synergies in technology and customer resources [9].

Core Viewpoint - The announcement reveals that major shareholders of Aorede (600666) have had their shares frozen by the Harbin Intermediate People's Court due to ongoing debt disputes and performance compensation obligations, impacting the company's stock and governance structure [1][2][3] Group 1: Shareholder Actions - Major shareholders Chu Shuxia and Zuo Hongbo have had a total of 235 million shares frozen, representing 8.52% of the company's total equity, with the freeze starting on September 12, 2025, for a period of 36 months [1] - The frozen shares include 151 million shares held by Chu Shuxia and 84.27 million shares held by Zuo Hongbo, accounting for 5.47% and 3.05% of the total equity, respectively [1] Group 2: Performance Compensation Obligations - The performance compensation obligation for Zuo Hongbo and Chu Shuxia amounts to 391 million shares, with the company applying for enforcement through the Harbin Intermediate People's Court [2] - Due to other debt disputes, the recovery of performance compensation shares and cash remains highly uncertain [2] Group 3: Historical Context and Financial Performance - Aorede's acquisition of 100% equity from Southwest Pharmaceutical in 2015 involved a share swap and a cash component of 3.338 billion yuan, leading to Zuo Hongbo and Chu Shuxia becoming controlling shareholders [2] - Aorede committed to a cumulative net profit of no less than 1.216 billion yuan from 2015 to 2017, but the actual net profit was only 648 million yuan, achieving a completion rate of 53% [3] - Due to underperformance, Zuo Hongbo and Chu Shuxia are liable for 99.52% of the compensation obligations, which may lead to forced judicial auction of their shares [3]