证券代码：605389 证券简称：长龄液压 公告编号：2025-029 江苏长龄液压股份有限公司 关于对控制权变更有关事项的监管工作函的回复公告 说明胡康桥及相关方是否具备取得公司控制权的资金实力，是否符合《收购管 理办法》第六条规定的收购人资格。 回复 一、核芯听涛、核芯破浪自有资金的具体构成及来源，若为相关合伙人增资 款的，穿透披露增资人姓名、增资金额、资金来源、拟增资时间、资金所在银 行具体账户，是否来源于其他借贷 （一）工商变更完成后，核芯听涛、核芯破浪基本信息 本次收购交易的收购主体为无锡核芯听涛科技合伙企业（普通合伙）（以下 简称"核芯听涛"）、无锡核芯破浪科技合伙企业（有限合伙）（以下简称"核 芯破浪"）、江阴澄联双盈投资合伙企业（有限合伙）（以下简称"澄联双盈"） （以下合称"收购平台"或"收购人"）。 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。 江苏长龄液压股份有限公司（以下简称"公司"）于近日收到上海证券交易 所出具的《关于对长龄液压股份有限公司控制权变更有关事项的监管工作函》[上 证公函【2025】0 ...

Core Viewpoint - The equity structure of Xinjiang Rongneng, the controlling shareholder of International Industry, is changing as Feng Jianfang transfers 100% of his shares to his brother Feng Xianqiao for a nominal price of 0 RMB, effective July 29, 2025 [1][2]. Group 1: Equity Transfer Details - Feng Jianfang currently holds 100% of Xinjiang Rongneng and will transfer this stake to Feng Xianqiao, who will then own 100% of Xinjiang Rongneng [1]. - The transfer does not trigger any mandatory tender offer obligations and does not involve changes in the shares held by Xinjiang Rongneng in the listed company [2]. - After the transfer, the actual controller of the listed company will change from Feng Jianfang to Feng Xianqiao, but Xinjiang Rongneng will remain the controlling shareholder [2]. Group 2: Background of Key Individuals - Feng Jianfang, born in February 1973, has been the chairman of International Industry since February 2022 and has founded several companies since 2008 [2]. - Feng Xianqiao, born in September 1981, has held various managerial positions since 2008 and currently serves as the deputy general manager of Jiangsu Zhongda Tower Technology Development Co., Ltd. [2]. Group 3: Business Performance and Future Plans - International Industry reported a revenue of 946 million RMB for the first half of the year, a decrease of 49.96% year-on-year, while net profit attributable to the parent company was 24.77 million RMB, an increase of 17.16% year-on-year [3]. - The company is focusing on enhancing profitability in its oil and chemical product wholesale business by reducing low-margin, high-turnover product trading [3]. - There are no significant changes in the company's main business and operational model during the reporting period [3].

Core Viewpoint - The frequent changes in control of listed companies, exemplified by *ST Jinbi's abrupt termination of its control transfer, highlight regulatory scrutiny and the complexities involved in such transactions [1][5]. Group 1: Company Specifics - *ST Jinbi announced a control transfer to Shanghai Yuanyi Chengwu Technology Co., Ltd. on June 6, 2023, but this was terminated less than two months later due to regulatory issues concerning the acquirer's actual controller [2][3]. - The company, established in 1996, focuses on mid-to-high-end maternal and infant products, with brands including "LABI BABY," "I LOVE BABY," and "BABY LABI" [2]. - The proposed share transfer involved 47.085 million shares, representing 13.30% of the total share capital, at a price of 7.34 yuan per share, totaling 346 million yuan [2][3]. Group 2: Regulatory Issues - The Shenzhen Stock Exchange issued a regulatory letter to Yuanyi Chengwu and its actual controller, Chen Keru, for failing to disclose that the ultimate controlling entity, Haoran Chunhui, was under court-ordered liquidation [4]. - The control transfer was halted due to uncertainties arising from the acquirer's family asset liquidation disputes, leading to mutual agreement to terminate the transaction [3][4]. Group 3: Industry Trends - Over 75 listed companies in A-shares have announced control changes this year, with more than 10 successfully completing transfers and three, including *ST Jinbi, terminating their transactions [5]. - The trend of control changes spans various industries, including textiles, chemicals, machinery, and pharmaceuticals, with over 40% of these companies reporting losses in 2024 [5][6]. - The involvement of private equity and local state-owned enterprises in acquiring control of listed companies is notable, with several transactions completed or in progress [6].

Core Viewpoint - The financial advisor, Huatai United Securities, has conducted a thorough review of the equity change report for Landai Technology Group Co., Ltd, confirming the accuracy and completeness of the disclosed information and the legitimacy of the equity transfer transaction [2][3][6]. Group 1: Equity Change Overview - The equity change involves Anhui Jiangdong Industrial Investment Group Co., Ltd acquiring 117,383,000 shares of Landai Technology, representing 18.00% of the total share capital, from Zhu Tangfu [5][15]. - The total transaction price for the shares is RMB 1,347,556,840, with a per-share price of RMB 11.48 [27]. - Following the transaction, Jiangdong Investment will become the controlling shareholder of Landai Technology, with the actual controller being the Ma'anshan Municipal Government [15][16]. Group 2: Purpose and Future Plans - The purpose of the equity change is to gain control over Landai Technology, enhancing its competitive position and supporting its long-term development [7][8]. - Jiangdong Investment has no immediate plans to increase its stake in Landai Technology within the next 12 months [7][8]. - There are no plans for significant changes to the main business or major asset transactions within the next 12 months [18][19]. Group 3: Financial and Operational Status - Jiangdong Investment's financial data for the years 2022 to 2024 shows total assets decreasing from RMB 1,114,743.92 million in 2022 to RMB 943,856.92 million in 2024, with a corresponding drop in total liabilities [12]. - The company reported a net profit of RMB 40,332.28 million for 2024, up from RMB 36,298.79 million in 2023 [12]. Group 4: Compliance and Governance - The financial advisor has confirmed that Jiangdong Investment has complied with all necessary legal and regulatory requirements for the equity change [6][14]. - Jiangdong Investment has committed to maintaining the independence of Landai Technology post-acquisition, ensuring no conflicts of interest arise [22][24]. - The company has also pledged to avoid any direct competition with Landai Technology and to adhere to fair practices in any future related transactions [25][26].

Group 1 - The capital integration pace is accelerating, with two companies announcing potential changes in control and suspending trading on July 14 [1][3] - Kanghua Biological (300841) is facing a potential change in control, with its actual controller Wang Zhentao, known as the "King of Wenzhou Shoes," notifying the company about the matter [1][2] - Kanghua Biological's market value is close to 10 billion yuan, and its stock price surged over 16% on July 11 [1] Group 2 - Kanghua Biological has received drug registration certificates for its vaccines, including a freeze-dried human rabies vaccine and an ACYW135 group meningococcal polysaccharide vaccine, with ongoing research on other products [1] - The company has experienced declining profits since 2021 but is still profitable, projecting a net profit of approximately 400 million yuan in 2024 [1] - Yangdian Technology (301012) also announced a control change plan and will suspend trading on July 14, with its actual controller and major shareholders notifying the company about the matter [3] Group 3 - Since June, over 20 listed companies have announced plans for control changes, indicating a significant increase in capital integration activities [3]

Core Viewpoint - The announcement details a significant change in control for Jiangsu Changling Hydraulic Co., Ltd, with the transfer of shares from major shareholders to new parties, leading to a shift in actual control to Hu Kangqiao [1][2][20]. Summary by Sections Share Transfer Overview - The major shareholders, Xia Jifa and Xia Zemin, will transfer a total of 43,211,714 shares, representing 29.99% of the company's total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership [1][2][25]. - Prior to the transfer, Xia Jifa held 58,800,000 shares (40.81%) and Xia Zemin held 39,200,000 shares (27.21%) [1][2]. Control Change - Following the completion of the share transfer and a partial tender offer, the actual controller of the company will change to Hu Kangqiao [2][20]. - The new controlling parties will hold a combined 41.99% of the voting rights in the company [27]. Tender Offer - Hexin Polang plans to issue a partial tender offer for 17,290,448 shares, representing 12% of the company's total shares, at a price of 36.24 yuan per share [8][17]. - Xia Jifa and Jiangyin Lanhai Haolong have committed to accept the tender offer for their respective shares [9][17]. Financial Details - The total consideration for the share transfer amounts to approximately 1.49 billion yuan, with a per-share price of 34.39 yuan [12][25]. - The funding for the transaction will come from the legal self-owned funds of Chenglian Shuangying and Hexin Tingtao, along with additional financing through loans [26][27]. Lock-up Period - The newly acquired shares will be subject to a lock-up period of 36 months from the date of transfer [2][16]. Impact on Company - The change in control is expected to bring in operational management experience and industry resources, optimizing the company's share structure and enhancing its asset potential [28]. - The company aims to promote further business expansion and transformation, enhancing its sustainable development capabilities [28].

Group 1 - The company announced the termination of the plan to issue shares to specific targets for the year 2024 due to disagreements on future business development plans with the counterparties [1] - The decision to terminate the share issuance will not have a significant adverse impact on the company's current operations and will protect the interests of all shareholders, especially minority shareholders [1] Group 2 - The company had planned to issue shares to Xun Zhen Investment (Shenzhen) Partnership, raising a total of 822.34 million yuan, with a net amount after expenses to be used for debt repayment and working capital [2] - Following the issuance, Xun Zhen Investment would become the controlling shareholder, and Yu Dimin would become the actual controller of the company [2][3] - The previous controlling shareholder, Shaanxi New Silk Road, would see its shareholding reduced to 12.57% post-issuance, while Xun Zhen Investment would hold 19.99% [2]

Core Viewpoint - The control of Zhen'an Technology (300767) is set to change, with the current controlling shareholder, Beijing Huachuang Sanxin Investment Management Co., Ltd., planning to transfer 100% of its equity to Shenzhen Dongchuang Technology Co., Ltd. for 616 million yuan, leading to a shift in actual control from Li Tao to Ning Huaxiang and Zhou Jianqi [1][2] Group 1: Shareholder Changes - The transaction involves the transfer of 100% equity of Huachuang Sanxin by its two legal shareholders to Shenzhen Dongchuang for 616 million yuan [2] - Li Tao, the current actual controller, will relinquish voting rights for 12% of shares, reducing his voting power to 5.28% post-transaction [2] - After the transaction, Huachuang Sanxin remains the controlling shareholder, while Shenzhen Dongchuang will hold 18.12% of voting shares through Huachuang Sanxin [2] Group 2: Background of Shenzhen Dongchuang - Shenzhen Dongchuang, previously known as Dongchuang Precision, has a registered capital of 69.12 million yuan and has been involved in the capital market since 2019 [3] - The company has established itself as a core supplier for Huawei and has partnerships with other major firms like ZTE, Foxconn, and BYD [3] Group 3: Financial Performance of Zhen'an Technology - Zhen'an Technology has reported losses for two consecutive years, with total net losses amounting to 182 million yuan [1][6] - In 2023 and 2024, the company generated revenues of 694 million yuan and 417 million yuan, respectively, with net losses of 41.13 million yuan and 141 million yuan [6] - The company's gross profit margin decreased to 31.65% in 2024, with specific product margins showing mixed results [6][7] Group 4: Investment Projects and Future Outlook - Zhen'an Technology's investment projects have underperformed, with significant losses reported in both IPO and convertible bond projects [7] - The company aims to leverage Shenzhen Dongchuang's industry resources to enhance its operational capabilities and improve overall competitiveness [7]

Core Viewpoint - The control change of Diou Home (002798.SZ) is distinct from other listed companies, with the introduction of Zhu Jiang as a new actual controller alongside existing controllers Liu Jin and Wu Zhixiong through a strategic cooperation agreement [1][5]. Group 1: Control Change and Governance - Zhu Jiang will gain significant control over Diou Home, with the right to nominate the chairman and five out of nine board members, and his opinion will prevail in case of disagreements during negotiations [2][6][7]. - The board will consist of nine members, with Zhu Jiang having the authority to nominate five candidates, indicating a shift in governance dynamics [6][8]. Group 2: Financial Situation and Risks - Diou Home faces convertible bond repayment risks, having issued a total of 1.5 billion yuan in convertible bonds in October 2021, with the conversion price adjusted down to 5.1 yuan per share by November 2024 [3][4]. - As of March 2023, the outstanding balance of these convertible bonds was 1.452 billion yuan, and Zhu Jiang's entities began increasing their stake in the company around the same time [4][5]. - The company's debt situation has deteriorated significantly, with the debt-to-asset ratio rising from approximately 16.6% in 2017 to 72.3% in 2024, and owner equity dropping from 4.54 billion yuan in 2021 to about 1.59 billion yuan in early 2023 [5]. Group 3: Zhu Jiang's Background and Investment Strategy - Zhu Jiang, born in 1983, has extensive experience in the securities and investment sectors, previously serving as chairman of San Tai Holdings and engaging with multiple listed companies in Sichuan [1][10]. - His investment strategy focuses on "problematic companies," particularly those with frozen or judicially auctioned shares, as seen in his involvement with companies like San Wu Huliang (now Liansheng Technology) and Xunyou Technology [2][12].

Core Viewpoint - The article discusses the acquisition of control over listed companies, specifically highlighting the acquisition of 23% of Yiming Pharmaceutical by Yao Jinbo for 662 million yuan, indicating a trend of control changes among various listed companies in 2023 [1][2]. Group 1: Yiming Pharmaceutical Acquisition - Yao Jinbo's company plans to acquire 23% of Yiming Pharmaceutical at a price of 15.10 yuan per share, representing a 24% premium over the last closing price of 12.18 yuan [1][3]. - After the acquisition, the actual controller of Yiming Pharmaceutical will change from Gao Fan to Yao Jinbo, who holds 99% of the shares in the acquiring company [3][4]. - The transaction includes performance guarantees, with Yiming Pharmaceutical committing to maintain annual audited revenue of no less than 600 million yuan and net profit of no less than 30 million yuan for the next three years [4]. Group 2: Financial Performance of Yiming Pharmaceutical - Yiming Pharmaceutical's revenue and net profit saw significant declines in 2023, with revenue down 22.14% and net profit down 65.14% year-on-year [5]. - In 2024, the company reported revenue of 652 million yuan, a slight decline of 2.27%, but net profit increased by 198.5% to 45.93 million yuan [5]. - The company heavily relies on a single product, Miglitol tablets, which accounted for 72.72% of its revenue, raising concerns about its vulnerability to market changes [5]. Group 3: Broader Market Trends - Several listed companies have announced changes in control this year, with buyers including industrial capital, state-owned enterprises, and private equity firms [1][6]. - For instance, Filinger announced a change in control with significant share transfers to industrial capital and private equity [7][8]. - The trend indicates a growing involvement of state-owned and industrial entities in acquiring control of listed companies, reflecting a shift in market dynamics [9][10].