格隆汇9月28日丨新大正(002968.SZ)公布，公司正在筹划发行股份及支付现金购买资产并募集配套资金 事项暨关联交易事项。本次交易预计构成《上市公司重大资产重组管理办法》规定的重大资产重组。本 次交易不会导致公司实际控制人发生变更，本次交易不会构成重组上市。本次交易完成后，预计主要交 易对方在上市公司持股比例将超过5%，本次交易预计构成关联交易。根据有关规定，经公司向深圳证 券交易所申请，公司证券将于2025年9月29日（星期一）开市起复牌。 ...

Group 1: Fuda Alloy Acquisition - Fuda Alloy announced a major asset purchase to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for a transaction price of 352 million yuan, making Guangda a subsidiary [1][2] - This acquisition follows the termination of a previous 15.5 billion yuan acquisition of Sanmenxia Aluminum Industry, indicating a renewed focus on significant asset restructuring [2] - The valuation of Guangda shows a book value of 24.7 million yuan and an assessed value of 67 million yuan, resulting in an appreciation rate of 171.38% [2] Group 2: Yachuang Electronics Acquisition - Yachuang Electronics plans to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of cash and stock issuance, with the stock price set at 30.68 yuan per share [3][4] - The transaction prices are set at 200 million yuan for Ouchuang and 117 million yuan for Yihai Nengda, which will become wholly-owned subsidiaries post-acquisition [3] - This move aims to enhance control over the acquired companies, improving operational efficiency and core competitiveness in the electronic components distribution and IC design sectors [3] Group 3: Galaxy Magnet Acquisition - Galaxy Magnet intends to acquire 100% of Sichuan Jingsheng Longtai Technology Co., Ltd. through stock issuance, with the share price set at 23.15 yuan [4] - The acquisition will expand Galaxy Magnet's product offerings in magnetic materials, particularly in the automotive sector, enhancing market share and resilience against market risks [4] - The stable raw material prices for permanent ferrite products are expected to provide more certainty in operations, compensating for declining overseas market demand [4]

Core Viewpoint - Fuda Alloy is undergoing a significant asset restructuring by acquiring a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, marking a strategic move into the photovoltaic conductive silver paste sector [2][4]. Group 1: Fuda Alloy's Acquisition - The acquisition price for Guangda Electronic is set at 352 million yuan, and upon completion, it will become a subsidiary of Fuda Alloy [2]. - The transaction follows the termination of a previous acquisition of Sanmenxia Aluminum Industry worth 15.5 billion yuan [2]. - The assessment of Guangda Electronic shows a book value of 247 million yuan and an appraisal value of 670 million yuan, resulting in an appreciation rate of 171.38% [4]. Group 2: Performance Commitments and Risks - The performance commitment stipulates that Guangda Electronic must achieve a cumulative net profit of no less than 203 million yuan over the years 2025, 2026, and 2027, with clear compensation arrangements if the commitments are not met [4]. - Several risks are associated with the transaction, including the potential failure to meet performance commitments, industry volatility, high customer concentration, and fluctuations in raw material prices [5]. Group 3: Market Context - As of September 26, Fuda Alloy's stock closed at 20.07 yuan per share, with a total market capitalization exceeding 2.7 billion yuan [4].

Core Viewpoint - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronics for 352 million yuan, marking a significant asset restructuring after previously terminating a 15.5 billion yuan acquisition of Sanmenxia Aluminum [2][5]. Summary by Sections Acquisition Details - The acquisition involves cash payment to 16 parties, including Wenzhou Chuangda and Wang Zhongnan, with Fuda Alloy becoming the controlling shareholder of Guangda Electronics post-transaction [3][5]. - The valuation of Guangda Electronics is set at 670 million yuan, reflecting a 171.38% increase over its net asset value [5]. Financial Performance - Guangda Electronics, established in 2010, is a national high-tech enterprise specializing in electronic paste R&D, production, and sales. Its projected revenues for 2023, 2024, and the first half of 2025 are 1.65 billion yuan, 2.681 billion yuan, and 1.409 billion yuan, respectively, with net profits of 16 million yuan, 61 million yuan, and 27 million yuan [5][6]. Performance Commitment - The sellers have committed to achieving net profits of at least 52.18 million yuan, 66.32 million yuan, and 84.67 million yuan for the years 2025 to 2027, totaling a minimum of 203 million yuan over three years. If these targets are not met, compensation will be provided based on the transaction price [6]. Industry Position and Risks - Guangda Electronics primarily serves the photovoltaic cell production sector, with its top five customers accounting for 69.57%, 90.60%, and 96.70% of its revenue from 2023 to the first half of 2025. Notably, Tongwei Co. is a significant customer, contributing 21.58%, 42.09%, and 43.73% to revenue during the same period [8]. - The company has a high asset-liability ratio, recorded at 77.33%, 72.20%, and 75.13% from 2023 to the first half of 2025, which may increase Fuda Alloy's overall financial risk post-acquisition [9].

Core Viewpoint - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronics for 352 million yuan, marking a significant asset restructuring after a previous failed acquisition attempt [1][4]. Group 1: Transaction Details - The acquisition involves cash payment to 16 parties, including Wenzhou Chuangda and Wang Zhongnan [1][3]. - Post-transaction, Fuda Alloy will become the controlling shareholder of Guangda Electronics, which is classified as a major asset restructuring under relevant regulations [1][4]. - The valuation of Guangda Electronics' 100% equity is estimated at 670 million yuan, reflecting a 171.38% increase over its net asset value [4]. Group 2: Financial Performance - Guangda Electronics, established in 2010, reported revenues of 1.65 billion yuan, 2.681 billion yuan, and 1.409 billion yuan for the years 2023, 2024, and the first half of 2025, respectively [5]. - Corresponding net profits for the same periods were 16 million yuan, 61 million yuan, and 27 million yuan [5]. - The transaction is expected to significantly enhance Fuda Alloy's total assets, revenue, net profit, and earnings per share [5]. Group 3: Performance Commitments - The sellers have committed to achieving net profits of at least 52.18 million yuan, 66.32 million yuan, and 84.67 million yuan for the years 2025 to 2027, totaling a minimum of 203 million yuan over three years [5]. - If these targets are not met, the sellers will compensate up to the amount received from the transaction [5]. Group 4: Customer Concentration and Risks - Guangda Electronics has a high customer concentration, with the top five customers accounting for 69.57%, 90.60%, and 96.70% of its revenue from 2023 to the first half of 2025 [6]. - Sales to Tongwei Co., Ltd. represent 21.58%, 42.09%, and 43.73% of its revenue during the same periods [6]. - The high customer concentration poses risks if relationships with major clients deteriorate or if new customer acquisition falls short [6]. Group 5: Financial Health - Guangda Electronics has a high debt-to-asset ratio of 77.33%, 72.20%, and 75.13% for the years 2023 to the first half of 2025 [6][7]. - Following the acquisition, Fuda Alloy's debt-to-asset ratio is projected to rise from 61.21% and 65.93% to 74.44% and 77.23%, respectively [6][7]. - The high debt levels are attributed to the capital-intensive nature of the industry and limited financing options [7].

Core Viewpoint - Fuda Alloy (603045) announced plans to acquire a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, constituting a major asset restructuring [1][4]. Group 1: Transaction Details - The transaction involves multiple parties, including Wenzhou Chuangda Investment Partnership and Wang Zhongnan, among others [3]. - The assessed value of Guangda Electronic's total equity as of June 30, 2025, is 670 million yuan, with a book value of 247 million yuan, resulting in an appreciation rate of 171.38% [3]. Group 2: Financial Commitments - Guangda Electronic has committed to achieving net profits of at least 52.18 million yuan, 66.32 million yuan, and 84.67 million yuan for the years 2025, 2026, and 2027, respectively, totaling a minimum of 203.18 million yuan over three years [4]. Group 3: Business Overview - Fuda Alloy specializes in low-voltage electrical components, particularly electrical contact materials, serving major clients like Schneider and Siemens [4]. - Guangda Electronic, established in 2010, focuses on the research, production, and sales of new electronic pastes, particularly in the photovoltaic conductive paste sector [5]. Group 4: Strategic Implications - Post-transaction, Guangda Electronic will become a subsidiary of Fuda Alloy, expanding its product offerings to include electronic pastes, thereby enhancing the overall supply chain in electrical materials [5]. - The transaction is expected to significantly improve Fuda Alloy's asset scale, revenue, and net profit, enhancing its overall profitability and competitive position [5].

Core Viewpoint - Fuda Alloy (603045) announced plans to acquire a 52.61% stake in Zhejiang Guangda Electronics Technology Co., Ltd. for 352 million yuan, constituting a major asset restructuring [1][4]. Group 1: Transaction Details - The transaction involves multiple parties, including Wenzhou Chuangda Investment Partnership and Wang Zhongnan, among others [3]. - The assessed value of Guangda Electronics is 670 million yuan, with a book value of 247 million yuan, resulting in a valuation increase of 171.38% [3]. Group 2: Financial Commitments - Guangda Electronics has committed to achieving net profits of at least 52.18 million yuan, 66.33 million yuan, and 84.67 million yuan for the years 2025, 2026, and 2027, respectively, totaling a minimum of 203.18 million yuan over three years [4]. Group 3: Company Background - Fuda Alloy specializes in low-voltage electrical components, particularly electrical contact materials, serving major clients like Chint, Schneider, ABB, Omron, and Siemens [4]. - Guangda Electronics, established in 2010, focuses on the research, production, and sales of new electronic pastes, particularly in the photovoltaic conductive paste sector [5]. Group 4: Strategic Implications - Post-transaction, Guangda Electronics will become a subsidiary of Fuda Alloy, expanding its business into electronic pastes and enhancing its product offerings in the electrical materials industry [5]. - The transaction is expected to significantly improve Fuda Alloy's asset scale, revenue, and net profit, thereby enhancing its overall profitability and competitive strength [5].

Core Viewpoint - Fuda Alloy (603045) announced a major asset restructuring plan to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, constituting a significant asset restructuring under relevant regulations [1][4]. Summary by Sections Transaction Details - The transaction involves cash payment to acquire shares from 15 counterparties, including Wenzhou Chuangda Investment Partnership and Wang Zhongnan [1][3]. - The assessed value of Guangda Electronic's total equity as of June 30, 2025, is 670 million yuan, with a book value of 247 million yuan, resulting in an appreciation rate of 171.38% [3]. Financial Commitments - Guangda Electronic commits to achieving net profits of no less than 52.18 million yuan, 66.33 million yuan, and 84.67 million yuan for the years 2025, 2026, and 2027, respectively, totaling at least 203.18 million yuan over three years [4]. Company Background - Fuda Alloy specializes in low-voltage electrical components, particularly electrical contact materials, serving major clients like Schneider and Siemens, and is a key player in industry standards [4]. - Guangda Electronic, established in 2010, focuses on R&D, production, and sales of new electronic pastes, particularly in the photovoltaic sector, with a diverse product range [5]. Strategic Implications - Post-transaction, Guangda Electronic will become a subsidiary of Fuda Alloy, expanding its business into electronic pastes and enhancing its product offerings in the electrical materials sector [5][6]. - The transaction is expected to significantly improve Fuda Alloy's asset scale, revenue, and net profit, thereby enhancing its overall profitability and competitive strength [6]. Performance Metrics - For the first half of 2025, Fuda Alloy reported revenue of 2.24 billion yuan, a year-on-year increase of 33.44%, with a net profit attributable to shareholders of 24.87 million yuan [7]. - As of September 26, Fuda Alloy's stock price decreased by 2.24%, closing at 20.07 yuan per share, with a total market capitalization exceeding 2.7 billion yuan [8].

Core Viewpoint - The A-share market is witnessing a surge in major asset restructuring activities, with significant transactions announced by companies like Dongxing Medical and Fuda Alloy, indicating a revitalization of the M&A landscape following regulatory changes [2][5][9]. Group 1: Dongxing Medical - Dongxing Medical announced plans to acquire 90% of Wuhan Yijiaobao Biological Materials Co., Ltd. for cash, which is expected to constitute a major asset restructuring [2][3]. - The acquisition aligns with Dongxing Medical's strategic business development needs and aims to enhance its capabilities in the surgical medical device sector, particularly in synthetic biology [5][6]. - The transaction is still in the preliminary planning stage, with a share purchase intention agreement signed, but final terms are yet to be negotiated [5][6]. Group 2: Fuda Alloy - Fuda Alloy plans to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, which will make it the controlling shareholder [9][10]. - The acquisition is part of Fuda Alloy's strategy to diversify its product offerings in the electronic materials sector, particularly in electronic paste products [9][10]. - Guangda Electronic has shown strong revenue growth, with projected revenues of 1.65 billion yuan in 2023 and 2.68 billion yuan in 2024, indicating a promising outlook for the acquired business [10].

【导读】累计虚增利润6.58亿元，美晨科技将被处罚；公司股票将于9月29日开市起停牌1天，并自9月 30日被实施其他风险警示 见习记者 夏天 9月26日晚间，美晨科技（证券代码：300237）公告称，公司及相关当事人近日收到山东证监局下发的 《行政处罚事先告知书》。因2014年至2018年年度报告存在虚假记载——累计虚增收入14.38亿元、累 计虚增利润6.58亿元，公司及相关责任人将面临警告、罚款及市场禁入的处罚。 同时，因美晨科技2014年至2018年年度报告存在虚假记载，根据深交所相关规定，公司股票将于9月29 日开市起停牌1天，并自9月30日被实施其他风险警示，股票简称由"美晨科技"变更为"ST美晨"。 年度报告存在虚假记载 公司及相关责任人被罚 美晨科技曾在3月31日公告称，公司收到中国证监会下发的立案告知书，因公司涉嫌信息披露违法违 规，中国证监会决定对公司立案调查。 经过近半年的调查，山东证监局查明，美晨科技涉嫌违法的事实如下： 2014年9月，美晨科技以发行股份购买资产方式收购郭柏峰等持有的杭州赛石园林集团有限公司（以下 简称赛石园林）股权，赛石园林自此成为美晨科技全资子公司。2014年至20 ...