每经记者｜范芊芊 每经编辑｜张海妮 并购重组 红棉股份：拟9028万元收购亚洲食品40%股权并接受60%表决权委托 红棉股份公告称，公司拟以9028.04万元收购广州市南业营元投资咨询有限公司持有的广州市亚洲牌食 品科技有限公司（以下简称亚洲食品）40%股权，同时接受广州鹰金钱食品集团有限公司所拥有的亚洲 食品60%表决权委托。交易完成后，红棉股份将持有亚洲食品100%表决权，成为其控股股东。公司本 次收购亚洲食品股权，有利于进一步扩大公司饮料板块业务规模，提升公司核心竞争力，同时规范公司 与控股股东轻工集团部分业务存在的同业竞争问题。 国投中鲁：拟购买电子院控股权 国投中鲁公告称，公司拟向国家开发投资集团有限公司等相关方发行股份购买中国电子工程设计院股份 有限公司控股权，同时向不超过35名符合条件的特定对象发行股份募集配套资金。预计本次交易构成重 大资产重组，公司股票于2025年6月24日开市起继续停牌，预计合计停牌时间不超过10个交易日。 华升股份：发布交易预案，拟购买易信科技100%股份 华升股份公告称，公司拟通过发行股份及支付现金购买深圳易信科技股份有限公司100%股份，并募集 配套资金。标的公司主营 ...

Core Viewpoint - The article emphasizes the increasing importance of equity transactions and the complexities of tax regulations, highlighting the need for specialized guidance and practical training to manage tax risks effectively in equity transfer and corporate restructuring [1]. Group 1: Event Overview - The event titled "Equity Transactions and Equity Structure Design: Tax Risk Inspection and Real Case Simulation" will be held on June 28-29, 2025, in Shanghai [1][6]. - The training aims to equip participants with systematic skills in equity structure design and optimization for sustainable business development [1]. Group 2: Course Details - The course will be conducted by Ju Ming, a senior tax lecturer with extensive experience in capital taxation and corporate restructuring [3][5]. - The course fee is set at 2980 yuan per person, with a mid-year discount of 2580 yuan, covering course materials but excluding travel, meals, and accommodation [8][6]. Group 3: Course Agenda - The course will cover various topics, including: 1. Tax risks in equity transactions and mergers under new regulatory conditions [12]. 2. Key points and scenarios for designing four types of equity structures [12]. 3. Tax treatment of five types of equity holdings and disposals [13]. 4. Analysis of six equity transaction models and compliance with tax regulations [14]. 5. Practical exercises and tax planning for seven types of mergers and acquisitions [15]. Group 4: Learning Outcomes - Participants will learn to build a robust tax risk defense for capital operations, ensuring safety, efficiency, and compliance [16]. - The training will provide insights into the core tax risks associated with the equity lifecycle and practical tools for risk identification and inspection [16].

Summary of Key Points Core Viewpoint The report outlines the independent financial advisory opinion regarding the acquisition of assets by Xinjiang Baodi Mining Co., Ltd. through the issuance of shares and cash payment, along with the associated fundraising and related party transactions. Group 1: Transaction Overview - The transaction involves issuing shares and cash to acquire 87% equity in Xinjiang Congling Energy Co., Ltd. from two parties: 82% from Kexin Congling Industrial Co., Ltd. and 5% from JAAN Investments Co., Ltd. [5] - The total transaction price for the 87% equity is approximately 68,512.50 million RMB, with cash payment of 8,937.50 million RMB and share issuance of 59,575.00 million RMB [5][6]. Group 2: Financial Impact - Post-transaction, the total assets of the company are projected to increase from 653,127.28 million RMB to 773,057.87 million RMB, reflecting an 18.36% growth [7]. - The company's net profit attributable to shareholders is expected to rise from 13,829.89 million RMB to 20,931.56 million RMB, indicating a 51.35% increase [7]. - The basic earnings per share is anticipated to improve from 0.17 to 0.23, a 35.29% increase [8]. Group 3: Strategic Benefits - The acquisition will enhance the company's iron ore resource volume from 3.8 billion tons to approximately 4.6 billion tons, a 21.75% increase, thereby strengthening its operational capabilities [6][7]. - The transaction aligns with the company's core business of iron ore mining and processing, providing synergies and expanding its market presence in Xinjiang [5][6]. Group 4: Regulatory Compliance - The transaction has undergone necessary decision-making processes, including independent board meetings and compliance with relevant laws and regulations [7][8]. - The company has committed to protecting the rights of minority investors through strict adherence to information disclosure obligations and fair pricing practices [7][8].

Core Viewpoint - The company plans to acquire an 82% stake in Xinjiang Congling Energy Co., Ltd. and a 5% stake from JAAN Investments Co., Ltd. through a combination of issuing shares and cash payments, while also raising supporting funds from specific investors [13][20]. Group 1: Transaction Overview - The transaction involves issuing shares and cash payments to acquire a total of 87% equity in Xinjiang Congling Energy Co., Ltd. [13][20]. - The total amount of supporting funds to be raised is capped at 560 million yuan, which is 100% of the transaction price [19]. - The transaction is expected to enhance the company's iron ore resource capacity from 380 million tons to approximately 460 million tons, representing a 21.75% increase [20]. Group 2: Financial Impact - The transaction is projected to increase total assets from 653,127.28 million yuan to 773,057.87 million yuan, an 18.36% increase [23]. - The company's operating income is expected to rise by 29.74%, from 119,595.56 million yuan to 155,158.94 million yuan [23]. - The net profit attributable to the parent company is anticipated to grow by 51.35%, from 13,829.89 million yuan to 20,931.56 million yuan [23]. Group 3: Share Structure and Lock-up Arrangements - Following the transaction, the total share capital will increase from 800 million shares to 916,528,117 shares, maintaining a public shareholding ratio above 10% [22]. - The shares acquired by Congling Industrial will be subject to a statutory lock-up period of 12 months, during which they cannot be transferred [17]. - An additional voluntary lock-up period of 24 months will apply to 10% of the shares obtained by Congling Industrial after the statutory lock-up [17]. Group 4: Investor Protection Measures - The company commits to strict compliance with information disclosure obligations to protect investor rights, especially for minority shareholders [26]. - A network voting platform will be provided for shareholders to facilitate participation in the decision-making process regarding the transaction [26]. - The company has engaged independent financial advisors to ensure fair pricing and compliance with regulations during the transaction [28].

Core Points - The article highlights various educational products and their promotional pricing, emphasizing the value and benefits of long-term membership and training programs [2][3][6][9]. Group 1: Membership and Training Programs - The "Wutong Xueba" two-year membership card is offered at a promotional price of ¥3299, significantly lower than the regular price of ¥6299, providing a cost-effective option for long-term learning [1][2]. - The "Enterprise Going Abroad" three-week training camp is available at a discounted price of ¥699, down from the regular price of ¥1099, featuring 13 hours of video content and over 30 high-density courses [6][9]. - Participants in the training camp can receive a cash rebate of ¥600 upon completion, and the course materials will be permanently accessible [7][9]. Group 2: Educational Materials - The "China Enterprise Going Abroad Guide" is priced at ¥99.5 during the promotional period, down from ¥199, and contains 15.5 million words and 332 pages covering key aspects of international business [11][12][13][14]. - The "Enterprise Mergers and Acquisitions Practical Manual" is also available for ¥99.5, featuring 17.3 million words and 342 pages, detailing the entire merger process with over 100 case studies [16][17][19].

Core Viewpoint - The number of IPOs in A-shares for 2024 is only 100, the lowest in the past decade, leading many companies to shift towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Practical Manual Overview - The "M&A Practical Manual" consists of 342 pages and 173,000 words, covering 11 chapters that outline key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A [3]. Basic Content - The first chapter emphasizes the importance of understanding the needs of both buyers and sellers to avoid failures in M&A due to information asymmetry and poor communication [9]. Due Diligence - The second chapter discusses the principles and methods of due diligence, highlighting the need for buyers to assess the financial viability of sellers before proceeding with M&A [10]. Proposal Design - The third chapter outlines essential factors in proposal design, including acquisition ratios, methods, operational cycles, performance guarantees, and termination conditions [16]. Transaction Pricing - The fourth chapter introduces four common pricing methods and three evaluation methods, detailing considerations for performance guarantees [17]. Payment Methods - The fifth chapter focuses on payment methods and financing arrangements, discussing cash payments, stock payments, and zero acquisitions, along with their advantages and disadvantages [21]. Negotiation Techniques - The sixth chapter shares negotiation strategies, emphasizing the importance of preparation and tactics during negotiations [23]. Public Company Acquisitions - The ninth chapter provides insights into various acquisition methods such as tender offers, agreement acquisitions, and management buyouts, supported by detailed case studies [25]. Integration Strategies - The final chapter discusses integration strategies post-acquisition, emphasizing the need for effective communication and collaboration between acquiring and target companies to achieve synergies [29].

Core Viewpoint - The article highlights the significant decline in IPOs in the A-share market, with only 100 IPOs completed in 2024, the lowest in a decade. This has led many companies to pivot towards mergers and acquisitions (M&A) as a means to enter the capital market [1]. Summary by Sections M&A Trends - The tightening of IPO regulations and the increase in M&A policies have prompted many companies to withdraw IPO applications and seek M&A opportunities instead [1]. Practical Manual for M&A - A new manual titled "Practical Guide to Corporate Mergers and Acquisitions" has been launched to assist companies in navigating this trend. The manual includes a physical book, an online course, and a customized notebook [1]. Manual Content Overview - The manual consists of 342 pages and 11 chapters, covering key operational points and common issues from the perspectives of buyers, sellers, and intermediaries in M&A transactions [2]. Key Operational Procedures - The manual outlines essential operational procedures such as due diligence, transaction pricing, and negotiation strategies, emphasizing the importance of thorough preparation and communication between parties [4][5][6]. Due Diligence and Risk Assessment - Due diligence is highlighted as a critical step, focusing on financial, operational, and risk factors that need to be assessed before proceeding with M&A [4]. Transaction Pricing and Payment Methods - Various transaction pricing methods and payment options are discussed, including cash payments, stock swaps, and debt financing, along with their respective advantages and disadvantages [5][21]. Negotiation Strategies - The manual emphasizes the importance of negotiation strategies in M&A, detailing preparation steps, negotiation tactics, and common pitfalls to avoid [6][24]. Case Studies and Practical Examples - The manual includes numerous case studies to illustrate the practical application of M&A strategies, particularly focusing on public companies and their acquisition methods [26][27]. Integration Post-M&A - The final chapters address the integration process post-acquisition, providing insights on how to effectively merge teams, operations, and cultures to achieve synergy [28][29].

证券代码：688667 证券简称：菱电电控 公告编号：2025-048 武汉菱电汽车电控系统股份有限公司 关于发行股份及支付现金购买资产报告书 （草案）（申报稿）修订说明的公告 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。 武汉菱电汽车电控系统股份有限公司（以下简称"上市公司"或"公司"） 拟发行股份及支付现金购买北京兰之穹信息科技研究中心（有限合伙）等27名交 易对方合计持有的江苏奥易克斯汽车电子科技股份有限公司98.4260%股份（以下 简称"本次交易"）。 本次交易相关议案，并披露了《武汉菱电汽车电控系统股份有限公司发行股份及 支付现金购买资产报告书（草案）（申报稿）》，具体内容详见公司同日在上海证 券交易所网站（http://www.sse.com.cn）披露的相关文件。 序及报批程序。 重大风险提示 1、本次交易已经上市公司股东大会审议通过，更新审批风险。 第一节 本次交易 市公司股东大会审议通过相关表述； 概况 2、本次交易已经上市公司股东大会审议通过，更新本次交易已履行和尚需履行 的决策及审批程序。 要事项 特 ...

【导读】奇瑞拟斥资15.75亿元，控制A股上市公司鸿合科技 中国基金报记者 卢鸰 在2025年3月斥资4.13亿元收购科创板上市公司万德斯控股权之后，奇瑞又拟斥资15.75亿元，控制另一家A股上市公司鸿合科技。 不过，和万德斯将持续巩固发展其环保方面的主营业务不一样，此次奇瑞旗下的合肥瑞丞称，不排除在未来一年时间内对上市公司进行重组，但还没有明 确计划。 此前，奇瑞汽车于2025年2月正式向港交所递交了上市申请。 停牌前，鸿合科技的股价为25.49元，市值为60.3亿元；公司股票将于6月11日（星期三）开市起复牌。 合肥瑞丞将成间接控股股东 鸿合科技6月10日晚公告，6月10日，合肥瑞丞私募基金管理有限公司（以下简称合肥瑞丞，自身并代其作为普通合伙人暨执行事务合伙人的用于实际执行 本次交易的主体，即瑞丞基金）与鸿达成有限公司（以下简称鸿达成）、XING XIUQING、邢正、王京、张树江，正式签署《股份转让协议》，瑞丞基 金拟协议收购鸿达成及邢正、王京、张树江持有的公司约5916万股股份，占公司股份总数的25%。 同时，张树江与合肥瑞丞（自身并代其作为普通合伙人暨执行事务合伙人的用于实际执行本次交易的主体，即 ...

Group 1 - The company plans to acquire 80% equity of Zhizhe Tongxing Brand Management Consulting (Beijing) Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [2][3] - The company has completed the audit and evaluation work as of December 31, 2024, and the draft of the restructuring report is nearly finished, pending procedural work by relevant intermediaries [3] - The restructuring proposal requires approval from the company's board of directors and shareholders, as well as consent from the Shenzhen Stock Exchange and registration with the China Securities Regulatory Commission before it can be officially implemented [3]