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【锋行链盟】港交所买壳上市收购方出资比例要求
Sou Hu Cai Jing· 2025-10-14 17:21
Group 1 - The core concept of "backdoor listing" involves a non-listed company acquiring control of a listed company on the Hong Kong Stock Exchange (HKEX) to achieve indirect listing by injecting its business or assets into the listed company [3][4] - Regulatory bodies, including the Hong Kong Securities and Futures Commission and HKEX, impose strict requirements on the funding ratio, transaction structure, and source of funds to prevent circumvention of normal listing procedures [2][3] - The acquisition of control typically requires the acquirer to obtain more than 30% of the voting rights, triggering mandatory offer obligations unless an exemption is granted [5][6] Group 2 - After acquiring control, the acquirer is restricted from injecting significant new businesses or assets within 24 months, as such actions may be deemed as backdoor listings, requiring compliance with new listing application standards [4][6] - The source of funds for the acquisition must be disclosed, especially when acquiring a significant percentage of shares, and the nature of the injected assets will be scrutinized [10][11] - The relationship between the acquisition funding ratio and the nature of asset injection is critical; large-scale asset injections that significantly alter the company's original business may trigger regulatory concerns [9][10] Group 3 - Regulatory focus includes ensuring that the acquisition and subsequent asset injection have commercial rationale and are not merely for the purpose of listing [11] - The HKEX will assess whether the injected assets are primarily from the acquirer or its affiliates and whether the intent is to bypass the IPO process [10][11] - Companies considering backdoor listings are advised to consult financial and legal advisors and carefully evaluate the feasibility of this route due to increasing regulatory scrutiny [12]
复盘后跌停!上纬新材否认智元借壳,年初至今涨超1490%
Di Yi Cai Jing· 2025-10-13 02:36
尽管上纬新材已经多次重申,市场对上纬新材和智元的想象似乎没那么容易停止。 上纬新材自9月26日开始起停牌核查,截至10月10日收盘,已停牌5个交易日。在本轮股票交易停牌核查结果的公告中,上纬新材明确表示,未来36个月内, 智元创新不存在通过上市公司"借壳上市"的计划或安排。 同时,上纬新材披露,公司已经在9月24日收到智元恒岳就本次要约收购事宜出具的《上纬新材料科技股份有限公司要约收购报告书》,要约收购价格、拟 要约收购股数等相关内容均无变化。在公司基本面上,上纬新材重申目前公司基本面未发生重大变化,主营业务未发生重大变化,生产经营未发生重大变 化,市场环境或行业政策未发生重大调整。 根据公告中披露的情况,2025年7月9日-2025年9月26日期间,公司股票交易8次触及股票交易异常波动情形,7次触及股票交易严重异常波动情形,公司已累 计发布16次异常波动、严重异常波动、交易风险提示公告,提示股票交易风险。 在本次停牌核查前的一个交易日中,上纬新材再次涨停,收盘报价132.1元/股。万得数据显示,年初至今,上纬新材已经上涨1493.28%。 10月13日,上纬新材(688585.SH)复盘,开盘20cm跌停。 ...
涨近19倍的上纬新材下周一复牌,公司:智元创新对其暂无借壳上市计划
Mei Ri Jing Ji Xin Wen· 2025-10-11 08:04
Core Viewpoint - The stock of Shangwei New Materials (SH688585) has experienced a significant increase of nearly 19 times in 2023, leading to a suspension of trading due to abnormal fluctuations. The company will resume trading on October 13, 2025, after a five-day suspension for verification [1][2]. Group 1: Company Announcements - Shangwei New Materials announced that there are no clear plans for asset sales, mergers, or partnerships involving its subsidiaries within the next 12 months, nor any plans for a reverse merger through the company in the next 36 months [1][2]. - The company received a takeover offer from Zhiyuan Hengyue Technology Partnership, with no changes to the offer price or the number of shares to be acquired [2]. - The company confirmed that its fundamentals, main business, and market environment have not undergone significant changes [2][4]. Group 2: Financial Performance - In the first half of 2023, Shangwei New Materials reported a revenue increase of 12.5% year-on-year to 784 million yuan, while net profit attributable to shareholders fell by 32.91% to approximately 29.9 million yuan, indicating a situation of "increased revenue but decreased profit" [2]. - The company experienced multiple instances of stock trading triggering abnormal fluctuation alerts, with 8 occurrences of abnormal fluctuations and 7 occurrences of severe fluctuations from July 9 to September 26, 2025 [2][4]. - As of September 25, 2025, the stock price reached a historical high of 132.1 yuan per share, reflecting a cumulative increase of approximately 1892% since the beginning of the year, ranking first in the A-share market [2][3]. Group 3: Market Dynamics - The external circulation of the company's shares is relatively small, with major shareholders holding about 84% of the A-shares, leaving only 16% for external circulation [3][4]. - The company's price-to-earnings ratio is significantly higher than the industry average, indicating potential overvaluation [4]. - The company warned that its stock price has significantly deviated from its current fundamentals, posing a risk of rapid decline, and may apply for another trading suspension if this trend continues [4].
年内涨近19倍的上纬新材下周一复牌,公司提醒:未来三年智元创新对其无“借壳”上市计划
Mei Ri Jing Ji Xin Wen· 2025-10-11 00:55
Core Viewpoint - The stock of Shangwei New Materials (SH688585) has experienced a significant increase of nearly 19 times this year, leading to a suspension of trading due to abnormal fluctuations. The company will resume trading on October 13, 2025, after a five-day suspension for verification [1][2]. Group 1: Company Announcements - The company has acknowledged media discussions regarding asset integration with its actual controller, Deng Taihua, and Zhiyuan Innovation (Shanghai) Technology Co., Ltd. However, it confirmed that there are no clear plans for asset sales, mergers, or partnerships within the next 12 months [1][2]. - As of October 10, 2025, the company stated that there are no plans for a reverse merger through Zhiyuan Innovation in the next 36 months [1]. Group 2: Financial Performance - In the first half of the year, the company reported a revenue increase of 12.5% year-on-year to 784 million yuan, while net profit decreased by 32.91% to 29.9 million yuan, indicating a situation of "increased revenue without increased profit" [2]. - The stock has experienced multiple instances of abnormal trading fluctuations, with eight occurrences of abnormal fluctuations and seven of severe fluctuations between July 9 and September 26, 2025 [2]. Group 3: Market Conditions - The company has a relatively small external circulation of shares, with major shareholders holding approximately 84% of the A-share total, leaving only 16% for external circulation [4]. - The company's price-to-earnings ratio is significantly higher than the industry average, and the stock price has deviated considerably from the company's current fundamentals, posing a risk of rapid price declines [4].
没有借壳上市计划!上纬新材,下周一复牌
Zhong Guo Ji Jin Bao· 2025-10-10 15:17
Core Viewpoint - The company, Aowei New Materials, announced that its stock will resume trading on October 13, 2025, after being suspended due to abnormal trading fluctuations [2]. Group 1: Stock Trading and Suspension - Aowei New Materials was suspended from trading on September 26, 2025, due to multiple instances of abnormal trading fluctuations [4]. - The company has received inquiries regarding potential asset integration with its actual controller, Deng Taihua, and Zhiyuan Innovation (Shanghai) Technology Co., Ltd. [4]. - The company confirmed that there are no plans for asset sales, mergers, or restructuring within the next 12 months [4][5]. Group 2: Business Fundamentals - Aowei New Materials emphasized that its fundamental business remains unchanged, focusing on the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, wind turbine blade materials, new composite materials, and circular economy materials [7]. - The company reported that its production and operational conditions have not significantly changed, nor have market conditions or industry policies [7]. Group 3: Stock Price and Market Risks - The stock price of Aowei New Materials has significantly deviated from its fundamental value, with a risk of rapid decline [7]. - From July 9 to September 25, 2025, the stock price increased by 1597.94%, which is significantly higher than the increases of related indices [9]. - The company has issued 16 announcements regarding trading risks due to abnormal fluctuations [8].
没有借壳上市计划!上纬新材,下周一复牌
中国基金报· 2025-10-10 15:14
Core Viewpoint - The company, Aowei New Materials, will resume trading on October 13, 2025, after a suspension due to significant stock price fluctuations and market volatility [2][4]. Group 1: Stock Trading and Market Activity - Aowei New Materials was suspended from trading on September 26, 2025, due to multiple instances of abnormal stock trading fluctuations [4]. - The company has noted that its stock price has significantly deviated from its fundamental value, with a cumulative increase of 1597.94% from July 9 to September 25, 2025, which is substantially higher than related indices [8]. - The Shanghai Stock Exchange has issued seven announcements regarding the monitoring of Aowei New Materials' stock since July 25, 2025, urging investors to exercise caution [8]. Group 2: Corporate Actions and Plans - Aowei New Materials has confirmed that there are no plans for a reverse merger or asset restructuring involving its controlling shareholder, Zhiyuan Innovation, within the next 36 months [5][4]. - The company has received a takeover offer from Zhiyuan Hengyue, which is in line with the previous announcements regarding the transfer of control from the original major shareholder [6][7]. - The company's core business remains focused on the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, wind turbine blade materials, new composite materials, and circular economy materials, with no significant changes reported [7].
即将复牌!上纬新材:停牌核查完成!
Zheng Quan Shi Bao· 2025-10-10 15:04
Core Viewpoint - The company, Shangwei New Materials (688585), will resume trading on October 13, 2025, after being suspended due to unusual trading fluctuations. The company has confirmed that there are no immediate plans for asset sales or mergers involving its controlling shareholders [1][2][3]. Group 1: Company Announcement - The company announced that it has verified with its controlling shareholder, Zhiyuan Hengyue Technology Partnership, that there are no clear plans for asset sales, mergers, or restructuring within the next 12 months [2][3]. - The company received a takeover offer report from Zhiyuan Hengyue on September 24, 2025, regarding the transfer of control that occurred on July 9, 2025, with no changes to the offer price or number of shares [3]. - The company's core business remains focused on the research, production, and sales of environmentally friendly high-performance corrosion-resistant materials, wind turbine blade materials, new composite materials, and circular economy materials, with no significant changes reported [3]. Group 2: Financial Performance - For the first half of 2025, the company reported a revenue of 784 million yuan, an increase of 12.50% year-on-year. However, the net profit attributable to shareholders decreased by 32.91% to 29.90 million yuan, primarily due to foreign exchange losses and increased costs [3]. - The net profit excluding non-recurring items was 26.04 million yuan, down 37.02% compared to the previous year [3]. Group 3: Market Performance - The company's stock has seen a significant increase of nearly 1900% year-to-date, currently trading at 132.10 yuan per share, with a total market capitalization exceeding 50 billion yuan [5][6]. - The stock has experienced multiple instances of unusual trading fluctuations, with 8 occurrences of abnormal trading and 7 of severe abnormal trading since July 9, 2025, leading to 16 risk warning announcements [4].
上纬新材:36个月内智元创新不存在通过上市公司借壳上市的计划
Bei Ke Cai Jing· 2025-10-10 13:55
Core Viewpoint - The company, Shangwei New Materials, announced that its stock will resume trading on October 13, 2025, after being suspended due to unusual trading fluctuations [1] Group 1: Company Announcement - The company has acknowledged recent media discussions regarding the integration of assets related to its actual controller, Mr. Deng Taihua, and Zhiyuan Innovation [1] - The company has confirmed that the acquirer, Zhiyuan Hengyue, and its concerted parties do not have any explicit plans for asset sales, mergers, or joint ventures involving the listed company or its subsidiaries within the next 12 months [1] - There are currently no plans or arrangements for Zhiyuan Innovation to conduct a backdoor listing through the listed company within the next 36 months [1]
上纬新材股票停牌核查结束 10月13日起复牌
Zhi Tong Cai Jing· 2025-10-10 13:06
Core Viewpoint - The company announced a temporary suspension of its stock trading due to unusual trading fluctuations, with plans to resume trading on October 13, 2025 [1] Group 1: Stock Trading and Suspension - The company's stock will be suspended from trading starting September 26, 2025, and is set to resume on October 13, 2025 [1] - The suspension is a result of the company's investigation into abnormal trading activities [1] Group 2: Asset Integration Discussions - The company has noted media discussions regarding potential asset integration involving its actual controller, Mr. Deng Taihua, and Zhiyuan Innovation (Shanghai) Technology Co., Ltd [1] - The company confirmed that there are currently no explicit plans for asset sales, mergers, or joint ventures involving the listed company or its subsidiaries within the next 12 months [1] - There are no plans for Zhiyuan Innovation to pursue a backdoor listing through the company within the next 36 months [1]
上纬新材:10月13日复牌 36个月内智元创新不存在通过上市公司借壳上市的计划或安排
Xin Hua Cai Jing· 2025-10-10 13:02
Core Points - The company, Shangwei New Materials, will resume trading on October 13, 2025, after being suspended due to unusual stock trading fluctuations [2] - There have been discussions in the market regarding the integration of assets between Shangwei New Materials and its actual controller, Mr. Deng Taihua, along with Zhiyuan Innovation [2] - The company confirmed that there are currently no clear plans from the acquirer, Zhiyuan Hengyue Technology Partnership, or its associated parties to sell, merge, or collaborate on assets or businesses within the next 12 months [2] - Additionally, there are no plans for asset purchases or restructuring within the company for the next 36 months, nor any arrangements for a backdoor listing through the company [2]