对赌协议

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锡华科技携对赌冲刺IPO:3.5亿分红接近两年净利润
Sou Hu Cai Jing· 2025-09-18 09:13
Core Viewpoint - Jiangsu Xihua New Energy Technology Co., Ltd. (Xihua Technology) is nearing its IPO with a registration status update, planning to raise 1.498 billion yuan for wind power equipment projects and R&D center construction, but faces scrutiny over sensitive operations and large dividends [1][2][11]. Financial Operations - In 2022, Xihua Technology distributed a controversial dividend of 350 million yuan, nearly 190% of its net profit for that year, and close to the total net profit of 401 million yuan for 2021 and 2022 combined [4][5]. - The actual controllers, Wang Mouzheng and Lu Mouyun, hold 91.66% of the voting rights, allowing them significant control over company decisions [4][11]. Fundraising and Compliance Issues - Xihua Technology claims that its cumulative dividends over the past three years did not exceed 80% of net profits, despite raising concerns about the legality of its dividend practices [2][5]. - Initial plans to use 550 million yuan of raised funds for working capital were removed in the second draft of the prospectus without explanation, raising further questions about transparency [6][11]. Related Company Actions - From 2021 to 2023, family members of the actual controller have canceled seven related companies, some of which had prior transactions with Xihua Technology, leading to concerns about compliance and potential irregularities [7][10]. - The cancellation of these companies has prompted inquiries from the Shanghai Stock Exchange regarding the reasons and legitimacy of these actions [10]. Personal Financial Transactions - There are reported private financial transactions between Xihua Technology's procurement employee and shareholders of suppliers, which could raise questions about procurement independence [3][10]. Shareholder Agreements and Risks - Xihua Technology is under pressure from a buyback agreement with external investors, stipulating that if the company does not go public by December 31, 2026, the actual controller must repurchase shares from these investors [11].
上市对赌大限压顶 世纪数码业绩滑坡中“闯关”北交所
Mei Ri Jing Ji Xin Wen· 2025-09-18 00:50
Core Viewpoint - Zhengzhou New Century Digital Technology Co., Ltd. (Century Digital) is facing significant challenges as it approaches its listing on the Beijing Stock Exchange, including a change in investors and declining financial performance [1][7]. Investment Changes - After more than three years, the original institutional investor exited in April 2023, while new investors signed a performance agreement with the actual controller, Jin Lifeng, stipulating that the company must have its listing application accepted by June 30, 2025, and successfully listed by June 30, 2027, or face a buyback [1][5]. - The original institutional investor, Zhongchuangxin Fund, had previously invested 40.08 million yuan for a 10.02% stake, with performance targets set for net profits from 2021 to 2023 [3][4]. Financial Performance - Century Digital's revenue and net profit both declined in the first half of 2025, with revenue at 311 million yuan, down 4.4% year-on-year, and net profit at 24.11 million yuan, down 16.45% [7][8]. - The company reported a decrease in net profit for 2024, with a total revenue of 56.87 million yuan, slightly down from 57.11 million yuan in 2023 [9]. R&D and Sales Expenses - R&D spending in the first half of 2025 was 13.04 million yuan, a decrease of 5.32% year-on-year, indicating a long-term trend of lower R&D investment compared to industry peers [8][10]. - Sales expenses increased by 47.73% in the first half of 2025, totaling 12.77 million yuan, despite a decline in revenue, suggesting ineffective sales strategies [10][11]. Product Performance - The core products, digital inkjet printers and digital printing machines, accounted for over 70% of the company's main business revenue from 2022 to 2024, but saw significant revenue declines in the first half of 2025 [11].
上市对赌大限压顶,世纪数码业绩滑坡中“闯关”北交所
Mei Ri Jing Ji Xin Wen· 2025-09-18 00:34
每经记者|陈晴 每经编辑|文多 正值冲刺北交所上市的关键时刻,数码喷印设备制造商——郑州新世纪数码科技股份有限公司(以下简 称"世纪数码")却迎来投资方变动。 苦守三年多以后,原有机构于今年4月清仓退出,几乎同时,新进投资方与实控人金利峰签下对赌协 议,约定公司上市申请需在2025年6月底前获得受理并于2027年6月底前成功上市,否则将触发回购。 尽管公司的上市申请已于6月30日"压线"获受理,却难掩近期业绩疲软:今年上半年公司营收、净利润 双双下滑,扣非净利润更跌超20%。 原机构上市关键期清仓退出 世纪数码以数码喷印技术为核心,主营业务聚焦于纺织数码印花、广告标识及瓦楞纸箱包装数码打印的 工业应用,专业从事数码喷墨印花机、数码打印机、瓦楞彩箱数码印刷机等数码喷印设备及相关配件耗 材的研发、生产和销售。 图片来源:世纪数码招股书(申报稿)截图 世纪数码控股股东、实际控制人为金利峰,其直接持有公司88.24%的股份。公司曾于2016年在新三板 挂牌,2019年摘牌后于2024年1月二次挂牌。 2021年10月,公司启动增资,河南中创信环保产业创业投资基金(有限合伙)(以下简称中创信基金) 认购334万股,总投 ...
11个一字板涨停!超级大牛股,最新发声!
Zheng Quan Shi Bao· 2025-09-17 06:13
备受关注的天普股份股权转让情况又披露了不少最新信息。 根据公告,本次交易中,中昊芯英作为出资主体,承担约9.65亿元收购资金,海南芯繁出资约3.95亿 元,方东晖则出资约7.64亿元。此前公司曾披露,收购方之一海南芯繁企业管理合伙企业(有限合伙)及 其执行事务合伙人上海芯繁科技有限公司的股东均未完成实缴出资。海南芯繁企业管理合伙企业(有限 合伙)的收购资金尚未到位。所以,相关收购主体的资金到位情况也值得关注。 对于此前市场关心的收购资金问题,天普股份表示,中昊芯英9.65亿元、方东晖7.64亿元收购资金已全 部到位;海南芯繁的收购资金3.95亿元尚未完全到位。截至9月15日,海南芯繁与上海芯繁合计已实缴资 金2.76亿元,剩余拟出资金额预计于9月19日完成实缴。 无资产注入计划 8月22日,天普股份发布公告,中昊芯英等为主体,拟通过股权转让、增资控股股东、全面要约收购等 一系列方式,取得天普股份控制权。 全部交易完成后,中昊芯英、海南芯繁将分别持有天普控股30.52%、19.49%的股份,合计持股达到 50.01%,公司原实际控制人尤建义持股比例降至25%。中昊芯英实际控制人杨龚轶凡由此控制天普控 股,并通过 ...
11个一字板涨停!超级大牛股,最新发声!
Zheng Quan Shi Bao Wang· 2025-09-16 23:57
Core Viewpoint - The recent developments regarding the equity transfer of Tianpu Co., Ltd. have raised significant attention, particularly concerning the control transfer to Zhonghao Xinying and the implications for the company's future direction [1][2][3] Group 1: Equity Transfer Details - Tianpu Co., Ltd. held an investor briefing on September 16, revealing that the acquirer Zhonghao Xinying has no asset injection plans related to the acquisition [1][3] - Following a series of trading halts due to stock price surges, Tianpu's share price increased from 26.64 yuan per share to 76 yuan per share over 11 consecutive trading days [1] - The new ownership structure will see Zhonghao Xinying and Hainan Xinfan holding 30.52% and 19.49% of shares respectively, totaling 50.01%, while the original controlling shareholder's stake will decrease to 25% [2] Group 2: Funding Status - The acquisition funding is primarily sourced from Zhonghao Xinying (9.65 billion yuan), Fang Donghui (7.64 billion yuan), and Hainan Xinfan (3.95 billion yuan), with the latter's funds not fully in place as of September 15 [4] - As of September 15, Hainan Xinfan and Shanghai Xinfan had contributed a total of 2.76 billion yuan, with the remaining funds expected to be completed by September 19 [4] Group 3: Performance Commitments - The original controlling shareholder, You Jianyi, has performance commitments for the years 2025 to 2027, ensuring that the net profit remains positive; otherwise, he will be liable for cash compensation [6][7] - If Tianpu Co., Ltd. incurs losses in any of the specified years, You Jianyi must compensate the company for the loss amount within 30 days of the audit report [7]
“十一连板”再被追问!天普股份:或存6.64亿元对赌债务风险
Feng Huang Wang· 2025-09-16 13:30
Core Viewpoint - The control transfer of Tianpu Co., Ltd. (605255.SH) is progressing, with key updates on funding, potential risks from agreements, and performance commitments from the original controlling shareholder [1][2][3][5]. Funding Progress - As of now, the acquisition funds from Zhonghao Xinying amounting to 9.65 billion and Fang Donghui's 7.64 billion have been fully received; however, Hainan Xinfan's 3.95 billion is not yet complete [2]. - By September 15, 2025, Hainan Xinfan and Shanghai Xinfan have collectively contributed 2.76 billion, with the remaining funds expected to be fully paid by September 19, 2025 [2]. Risk from Agreements - The total contingent liabilities from Zhonghao Xinying's previous financing agreements have increased to approximately 17.31 billion [3]. - The maximum exposure from non-signed buyback waiver agreements is estimated at 6.64 billion, which could arise if multiple triggering conditions occur simultaneously [3][4]. Performance Commitments - The original controlling shareholder, You Jianyi, has signed a three-year performance commitment to maintain positive net profits; failure to do so will result in cash compensation [5]. - The performance targets require a combined net profit of no less than 2 billion for 2024 and 2025, with significant profit needed in the latter half of 2024 to avoid triggering conditions [4][5]. Insider Trading Investigation - The company asserts that there was no insider information leak regarding the control change, despite a significant drop in shareholder numbers [6]. - Four individuals involved in insider information trading have committed to returning any profits if found to be in violation [6].
实际控制人夫妻分红和套现已超2亿元 苏州双祺闯关北交所 对赌压力下业绩“变脸”
Mei Ri Jing Ji Xin Wen· 2025-09-16 13:20
Core Viewpoint - The company Suzhou Shuangqi Automation Equipment Co., Ltd. is preparing for its IPO while facing significant challenges, including a sharp decline in net profit and high customer concentration risks [1][4][5]. Company Overview - Suzhou Shuangqi is a supplier of intelligent logistics equipment, focusing on smart unloading devices [1]. - The actual controller, Shang Jitong, has a notable personal journey from a frontline worker to the company's leader [1]. Financial Performance - In 2021, the company distributed a cash dividend of 160 million yuan to Shang Jitong and his spouse, with a total of 76.46 million yuan paid by the end of 2021 [2]. - Revenue figures for 2022 to 2024 were 358 million yuan, 400 million yuan, and 409 million yuan, respectively, with net profits of 30.4 million yuan, 40.95 million yuan, and 45.68 million yuan, indicating continuous growth [4]. - However, in the first half of 2025, revenue was 135 million yuan, a year-on-year increase of 23.16%, while net profit dropped by 34.58% to 8.31 million yuan [5]. Customer Concentration and Risks - The top five customers accounted for 80.74%, 69.88%, and 69.21% of total revenue during the reporting periods, indicating high customer concentration [4]. - Major clients include well-known logistics companies like JD Logistics and SF Express, but there are concerns about the stability of these partnerships [5]. Pricing and Profitability - The average price of the core product, smart unloading equipment, has been declining, recorded at 75,700 yuan, 66,500 yuan, and 66,200 yuan during the reporting period [5]. - The gross margin significantly decreased to 22.23% in the first half of 2025, down from 27.74% in the previous year, attributed to intensified market competition [5]. IPO and Investment Agreements - The company's IPO application was accepted at the end of June 2025, with multiple performance-based agreements established with investors [3]. - If the company fails to achieve a qualified listing by June 30, 2028, or if net profit declines over 30% in any year, investors have the right to require a buyback of shares from Shang Jitong [3].
三顾港交所,闪回科技只为续命
Bei Jing Shang Bao· 2025-09-15 14:45
Core Insights - The release of the iPhone 17 series has significantly boosted the second-hand Apple phone market, with a 150% increase in search volume and a 210% surge in recycling inquiries on the Zhuanzhuan platform [1] - The second-hand mobile phone recycling industry is experiencing a growth cycle, with the trade volume for old-for-new exchanges in China projected to rise from 6.1 billion to 19.4 billion yuan from 2020 to 2024, reflecting a compound annual growth rate of approximately 33.5% [1] - The competitive landscape is intensifying, with leading players like Zhuanzhuan and Flashback Technology adopting different strategies to capture market share [1][6] Industry Overview - The second-hand mobile phone recycling market is characterized by a fragmented structure, with over 80% of market share held by various players, indicating low entry barriers and a surge in the number of small players [8] - Major competitors are diversifying their offerings beyond just mobile phone recycling, with Zhuanzhuan launching a multi-category second-hand store and Aihui Recycling expanding its offline presence and multi-category services [9][10] Company Analysis - Flashback Technology, as the third-largest mobile recycling service provider in China, holds a market share of 1.3% in both recycling and sales transactions, significantly trailing behind competitors [6][8] - The company has accumulated over 300 million yuan in losses over four and a half years and faces a pressure of nearly 800 million yuan in redemption liabilities if it fails to complete its IPO by the end of 2025 [2][11] - Flashback's business model is heavily reliant on B2B partnerships, particularly with Xiaomi, which poses risks due to the potential for increased costs and reduced bargaining power [6][7][10] Financial Situation - Despite a compound annual growth rate of approximately 20% in revenue from 2021 to 2024, Flashback has faced continuous net losses, totaling over 337 million yuan [11] - The company's gross margin remains low, with procurement costs rising due to the need to maintain recycling volumes, leading to a cycle of increased costs without corresponding revenue growth [11][12] - The impending IPO is critical for Flashback, as failure to list could trigger significant liquidity issues and operational challenges due to the redemption liabilities [12][13]
“85后”老板从普通工人做到亿万富豪,名下公司冲刺上市,夫妻俩已分红和套现超2亿元!公司签了对赌协议,业绩却突然变脸
Mei Ri Jing Ji Xin Wen· 2025-09-13 15:09
Core Viewpoint - The article highlights the journey of the entrepreneur Shang Jitong, who has led Suzhou Shuangqi Automation Equipment Co., Ltd. to the brink of entering the capital market, while also noting the company's recent financial struggles and high customer concentration risks [1][4][7]. Company Overview - Suzhou Shuangqi is a supplier of intelligent logistics equipment, focusing on smart unloading equipment as its core product [4]. - The company has experienced continuous revenue growth from 2022 to 2024, with revenues of 3.58 billion, 4.00 billion, and 4.09 billion respectively, and net profits of 304 million, 409 million, and 456 million [7]. Financial Performance - Despite revenue growth, the company faced a significant decline in net profit in the first half of 2025, dropping over 30% [3][7]. - In the first half of 2024, the company reported a revenue of 1.35 billion, a year-on-year increase of 23.16%, but net profit fell by 34.58% to 831.49 million [8]. - The gross margin decreased to 22.23% in the first half of 2024, down from 27.74% in the previous year, attributed to intensified market competition [8]. Shareholder Actions - In 2021, the company distributed a cash dividend of 1.6 billion to Shang Jitong and his spouse, with a total payout exceeding 2 billion when including stock sales [4][5]. - Shang Jitong has transferred shares to various institutional investors, raising approximately 650 million [5][6]. Customer Concentration Risks - The top five customers accounted for a high percentage of revenue, with figures of 80.74%, 69.88%, and 69.21% over the reporting periods, indicating a risk of dependency on a limited customer base [7]. - Notable clients include JD Logistics and SF Express, but there are concerns about the stability of these partnerships, as evidenced by fluctuating sales figures [7][8]. Future Outlook and Challenges - The company has signed multiple performance-based agreements with investors, which could trigger buyback clauses if certain financial targets are not met by June 2028 [6]. - Regulatory scrutiny has increased regarding the authenticity and reasonableness of the company's reported growth, raising concerns about potential obstacles to its planned listing on the Beijing Stock Exchange [8].
“85后”老板从工人到身家过亿,苏州双祺冲刺北交所上市,对赌压力下业绩却突然变脸
Mei Ri Jing Ji Xin Wen· 2025-09-13 07:18
Core Insights - The article highlights the journey of Shang Jitong, the actual controller of Suzhou Shuangqi Automation Equipment Co., Ltd., from a frontline worker to a successful entrepreneur, leading the company to the capital market after over 20 years of experience [1][2]. Company Overview - Suzhou Shuangqi specializes in intelligent logistics equipment, particularly smart unloading devices, and has shown continuous revenue growth from 3.58 billion yuan in 2022 to 4.09 billion yuan in 2024 [4]. - The company has a high customer concentration, with the top five customers accounting for approximately 69% to 81% of total revenue during the reporting periods [4][5]. Financial Performance - The net profit of Suzhou Shuangqi has also increased, from 30.4 million yuan in 2022 to 45.68 million yuan in 2024, although there are concerns about the sustainability of this growth due to high customer concentration [4]. - In the first half of 2024, the company reported a revenue of 1.35 billion yuan, a year-on-year increase of 23.16%, but the net profit decreased by 34.58% to 8.31 million yuan [6]. Shareholder Actions - In 2021, the company distributed a cash dividend of 160 million yuan to Shang Jitong and his spouse, with a total cash outflow exceeding 200 million yuan from dividends and share transfers [2][3]. - The company has entered into several performance-based agreements with institutional investors, which could trigger buyback clauses if certain financial targets are not met by June 2028 [3]. Market Challenges - The average selling price of the core product, smart unloading devices, has been declining, from 75,700 yuan per unit in 2022 to 66,200 yuan in 2024, indicating pricing pressure due to increased market competition [5][6]. - The company's gross margin has also decreased significantly, from 27.74% in the previous year to 22.23% in the first half of 2024, attributed to intensified market competition [6].