| 府号 | 交易对方 | 交易标的名称 及权益比例 | 支付方式 现金对价 | 股份对价 | 可转债 | 其他 | 同该交易对方支 付总对价 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 对价 | | | | 1 | 避雷非受体 | 新昇晶投 | 174.265.107.35 | 1.568.385.966.19 | 元 | 元 | 1.742.651.073.54 | | | 基金 | 43.9863%股权 | | | | | | | 2 | 晶融投资 | 新昇晶投 | 108.915.692.10 | | 元 | 元 | 108.915.692.10 | | | | 2.7491%股权 | | | | | | | ਤੇ | 产业基金 | 新昇晶科 | | 3.407.017.543.86 | 元 | 元 | 3.407.017.543.86 | | | 二期 | 43.8596%股权 | | | | | | | র্ব | 上海闪芯 | 新异晶科 | 40,884,210.53 | 367.957.894.74 | 元 | ...

Core Viewpoint - The transaction involves Hongchuang Holdings acquiring 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, which will enhance the company's position in the aluminum industry and transform it into a comprehensive player across the entire aluminum production chain [1][9]. Transaction Details - The transaction price for the acquisition is set at 6,351,793.54 million yuan, based on the valuation of the target company's total equity as of December 31, 2024 [2][3]. - The share issuance price is determined at 5.34 yuan per share, with a total of 1,189,474.44 million shares to be issued to various stakeholders [1][2]. - The transaction constitutes a related party transaction, as one of the sellers, Weiqiao Aluminum, is a wholly-owned subsidiary of the controlling shareholder, Shandong Hongqiao [4][5]. Financial Performance - Hongchuang Holdings has reported continuous losses over the past two years, with a net loss of 558.99 million yuan in Q1 2025, compared to a loss of 215.32 million yuan in the same period last year [10][11]. - The company's revenue for Q1 2025 was 771 million yuan, reflecting a 4.83% decrease year-on-year [11][12]. Target Company Overview - Shandong Hongtuo Industrial Co., Ltd. is a leading aluminum product manufacturer, with an annual production capacity of 6.459 million tons of electrolytic aluminum and 19 million tons of alumina [9]. - The acquisition will allow Hongchuang Holdings to transition from a single aluminum deep processing business to a fully integrated company covering electrolytic aluminum, alumina, and deep processing [9]. Shareholding Structure Post-Transaction - After the transaction, Weiqiao Aluminum will hold 86.98% of Hongchuang Holdings, while Shandong Hongqiao's stake will reduce to 2.00% [8]. - The overall shareholding structure will shift significantly, with the new distribution enhancing the control of Weiqiao Aluminum [8]. Future Outlook - The transaction is expected to significantly enhance the profitability and asset scale of Hongchuang Holdings, positioning it as a global leader in the aluminum industry [9]. - The integration of operations is anticipated to eliminate related party transactions and competition within the industry, thereby increasing overall corporate value [9].

数据来源：清科研究中心 郭晨凯 制图 ◎记者 王玉晴 "我最近跑了不少上市公司，他们很多都有并购需求，尤其是科技型上市公司。我们正在对公司已投企 业进行筛选，有合适的标的会推荐给他们。"5月22日，江苏乾融投资控股集团有限公司董事长叶晓明对 上海证券报记者说，在市场需求及政策松绑的双重推动下，各方寻找并购机会的兴趣都在明显增长。 记者采访了解到，创投机构参与并购的积极性正在提升。清科研究中心最新统计显示，4月并购类交易 退出数量继续呈同比上升趋势。今年一季度，并购类交易退出数量同比上升7.8%。 近两年，"退出难"成为创投行业面临的严峻考验，创投机构纷纷转向并购市场寻求退出机会。记者注意 到，今年以来，创投机构通过并购退出的数量有所增长，"退出难"问题得到一定疏解。 "春天来了！"有投资人对记者分析，中国证监会修改后的《上市公司重大资产重组管理办法》，建立了 重组股份对价分期支付机制、新设重组简易审核程序等，提升了创投机构参与并购的积极性。 创投机构以多种角色参与并购 5月20日，清科研究中心发布4月并购月报。4月PE/VC机构支持并购案例共有17笔，涉及并购金额为 91.59亿元。既有创投机构作为并购方（买 ...

Core Viewpoint - Hongming Co., Ltd. announced a significant asset restructuring plan to acquire 83% of Shenzhen Chisu Automation Equipment Co., Ltd. for a cash consideration of 151 million yuan, marking its first major capital operation since going public [2][4]. Group 1: Acquisition Details - The acquisition aims to enhance revenue scale, improve net profit levels, and boost stock prices for Hongming Co., Ltd. [2][4]. - Shenzhen Chisu specializes in the research and production of automation equipment, particularly automatic screw locking machines, with applications in various industries including home appliances, IT communications, and automotive [4][5]. - The transaction is expected to constitute a major asset restructuring but will not trigger mandatory trading suspension due to its cash acquisition format and sufficient information disclosure [4]. Group 2: Company Performance - Hongming Co., Ltd. has experienced significant performance fluctuations since its IPO in December 2022, with revenues of 230 million, 175 million, and 201 million yuan from 2022 to 2024, and net profits of 39.51 million, -16.77 million, and -9.97 million yuan during the same period [8][9]. - The company has faced delays in its fundraising projects, with completion dates pushed back from August 2024 to August 2025, and varying completion rates for its three major projects [8]. - The company reported a revenue of 46.81 million yuan in the first quarter of 2024, a year-on-year decrease of 0.36%, and a net profit of 4.03 million yuan, down 7.18% year-on-year, indicating ongoing financial challenges [9].

Group 1 - Hongchuang Holdings plans to acquire 100% equity of Hongtuo Industrial for a transaction price of 635.18 billion yuan, constituting a major asset restructuring [1][2] - The acquisition aims to transform the company from a single aluminum deep processing business to a full industry chain covering electrolytic aluminum, alumina, and aluminum deep processing, enhancing industry concentration and promoting green low-carbon transformation [2] Group 2 - Demais plans to change control with a share transfer agreement signed with Suzhou Huixin Chuangzhi Investment, with a transaction price of 669.1 million yuan [3] - The actual controller will change from He Jianping to Pan Yi, while the direct controlling shareholder remains unchanged [3] Group 3 - Cangge Mining received cash dividends totaling 1.539 billion yuan from its associate company, Xizang Julong Copper Industry, due to strong operational performance and financial stability [4] - The dividends will enhance the company's cash flow and financial stability, supporting future development [4] Group 4 - Tongling Co. plans to split its controlling shareholder, Jiangsu Shangkun Biological Equipment, into two entities, with the new entity holding 29.08% of the company's shares [5] - The actual controllers remain unchanged, and the split is not expected to impact the company's operations [5] Group 5 - LIZHU Group's overseas subsidiary LIAN SGP plans to acquire 64.81% of the shares of Vietnamese listed company Imexpharm Corporation for approximately 1.587 billion yuan [6] - The acquisition will integrate Imexpharm into the company's consolidated financial statements [6] Group 6 - Tian Tie Technology signed a strategic cooperation framework agreement with Shenzhen Xinjie Energy to collaborate on solid lithium metal anode materials and new material development [6] - Wote Co. received a safety production license for its new material projects, enhancing production capacity for specialized materials [6] Group 7 - Gao Weida signed an investment agreement to invest 10 million yuan in Blue Core Computing, which focuses on RISC-V server chip development [7] - Bull Group adjusted its share repurchase plan to include self-raised funds, with a loan commitment of up to 360 million yuan from a bank [7] Group 8 - San Yi Heavy Industry submitted an application for issuing H-shares and listing on the Hong Kong Stock Exchange [8] - The application is in compliance with regulatory requirements and may be updated as necessary [8] Group 9 - Hubei Yihua's controlling shareholder plans to increase its stake in the company with a loan commitment of up to 360 million yuan for stock repurchase [9] - The increase plan is set to occur within six months, with a minimum investment of 200 million yuan [9] Group 10 - Sanfeng Environment's controlling shareholder increased its stake by purchasing 256,300 shares for approximately 2.11 million yuan [10] - The shareholder plans to continue increasing its stake within the next 12 months, with a minimum investment of 150 million yuan [10]

中信建投证券股份有限公司 关于卧龙新能源集团股份有限公司 本次交易前 12 个月内购买、出售资产的核查意见 卧龙新能源集团股份有限公司（以下简称"公司"、"上市公司"）拟向浙 江卧龙舜禹投资有限公司出售其持有的卧龙矿业（上海）有限公司 90%股权（以 下简称"标的资产"）（以下简称"本次交易"、"本次重组"、"本次重大资 产重组"）。 经核查，独立财务顾问认为：除上述交易外，上市公司本次交易前 12 个月 内未发生《上市公司重大资产重组管理办法》规定的其他重大资产购买、出售事 项，不存在购买、出售与本次重大资产重组标的资产为同一或相关资产的情形。 （以下无正文） 中信建投证券股份有限公司（以下简称"独立财务顾问"）作为本次重大资产 重组的独立财务顾问，对上市公司本次交易前 12 个月内购买、出售资产的情况 进行核查。如无特别说明，本核查意见中的简称和释义与《卧龙新能源集团股份 有限公司重大资产出售暨关联交易报告书（草案）》中的简称和释义具有相同含 义。 根据《上市公司重大资产重组管理办法》第十四条第四款的规定：上市公司 在十二个月内连续对同一或者相关资产进行购买、出售的，以其累计数分别计算 相应数额。已按照本 ...

Core Viewpoint - The article discusses the impact of the major asset restructuring of Wolong New Energy Group Co., Ltd. on the company's immediate returns and outlines measures to prevent and compensate for potential dilution of these returns [1][5]. Group 1: Financial Impact of the Transaction - The transaction will lead to a dilution of the company's earnings per share (EPS) for the fiscal year 2024, with the basic EPS expected to decrease from 0.14 to 0.06 after the transaction [2]. - The company's operating revenue before the transaction was 488,125.64 million, which is projected to be 240,522.57 million post-transaction [2]. Group 2: Measures to Mitigate Dilution - The company has developed specific measures to mitigate the potential dilution of immediate returns, including optimizing asset quality and enhancing core competitiveness [2]. - The company plans to focus on expanding its profitability in the renewable energy sector, particularly in wind, solar, and hydrogen storage [2]. Group 3: Governance and Commitment - The company will adhere to relevant laws and regulations to ensure that the board of directors and shareholders can exercise their rights effectively, particularly in protecting the interests of minority shareholders [3]. - The board and senior management have made commitments to avoid actions that could harm the company's interests and to ensure that their compensation is linked to the execution of the return compensation measures [4]. Group 4: Disclosure and Compliance - The company will regularly disclose the status of the measures taken to compensate for the dilution of immediate returns in its periodic reports [5]. - The independent financial advisor has confirmed that the anticipated impact of the restructuring on immediate returns aligns with the company's actual situation and that the proposed measures are effective [5].

Group 1 - The core viewpoint of the article is that the transaction involving the sale of 90% equity of Shanghai Mining by Wolong New Energy Group does not constitute a restructuring listing as per the regulations outlined in the Major Asset Restructuring Management Measures for Listed Companies [1][2] - The transaction is classified as a major asset sale, which does not involve the issuance of shares and will not change the equity structure of the listed company [1] - The controlling shareholder remains Zhejiang Wolong Real Estate Investment Co., Ltd., and the actual controller is still Mr. Chen Jiancheng, indicating that there is no change in control of the listed company [1][2] Group 2 - The independent financial advisor, CITIC Construction Investment Securities Co., Ltd., confirms that the transaction will not lead to a change in control of the listed company [2] - The audited financial data for the fiscal year 2024 shows that the revenue from Shanghai Mining accounts for over 50% of the total revenue of the listed company, qualifying the transaction as a major asset restructuring [1]

Group 1 - The company plans to sell 90% equity of Wolong Mining (Shanghai) Co., Ltd. to Zhejiang Wolong Shunyu Investment Co., Ltd. as part of a major asset restructuring [1] - The independent financial advisor conducted a review of the insider information registrant system established by the company and confirmed its compliance with relevant laws and regulations [2] - The company implemented necessary confidentiality measures during the transaction planning period, limiting the knowledge of sensitive information to a defined group of individuals [1][2] Group 2 - The independent financial advisor concluded that the company adhered to the insider information registrant system and took adequate confidentiality measures during the transaction [2]

Core Viewpoint - The independent directors of Shandong Hongchuang Aluminum Industry Holdings Co., Ltd. approved a proposal for a share issuance to purchase assets and conduct related party transactions, which complies with relevant laws and regulations [1][2][4]. Group 1: Transaction Details - The transaction involves a related party, Weiqiao Aluminum, which is a wholly-owned subsidiary of the company's controlling shareholder, Shandong Hongqiao New Materials Co., Ltd. [2] - The transaction constitutes a major asset restructuring as defined by the relevant regulations, but it will not result in a change of control for the company [2][3]. - The pricing of the transaction is based on an asset appraisal report from a qualified independent appraisal agency, ensuring fairness and legality [3]. Group 2: Compliance and Impact - The company has conducted necessary legal procedures and disclosures related to the transaction, adhering to all relevant laws and regulations [3][4]. - The company has analyzed the impact of the transaction on immediate returns and has proposed measures to mitigate any dilution effects, with commitments from relevant parties [3]. - The transaction is expected to enhance the quality of the company's assets and strengthen its operational capabilities without harming the interests of shareholders, particularly minority shareholders [4].