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证监会一锤定音,松发股份跨界造船终获批
Ge Long Hui· 2025-05-17 10:31
Core Viewpoint - The merger and acquisition case involving *ST Songfa is seen as a benchmark for capital market support for industrial upgrades, marking the first approved cross-border acquisition following the new "six merger rules" in September 2024 [2] Group 1: Transaction Details - *ST Songfa plans to swap all its assets and liabilities, valued at 513 million yuan, for 50% equity in Hengli Heavy Industry, with the remaining 50% acquired through issuing shares at 10.16 yuan per share and raising 4 billion yuan, resulting in a total transaction value of 8 billion yuan [3] - The restructuring coincides with the release of revised merger regulations by the CSRC, which emphasizes support for listed companies to enhance quality and efficiency through mergers and acquisitions [3] - Hengli Heavy Industry's net asset book value was only 2.988 billion yuan as of September 30, 2024, yet it was appraised at 8 billion yuan, reflecting a 167.84% increase in value [5] Group 2: Financial Performance - Hengli Heavy Industry, which started its shipbuilding business in 2023, achieved a new order volume of 3.994 million deadweight tons, ranking ninth globally, with revenue soaring from 663 million yuan in 2023 to 5.496 billion yuan in 2024, and net profit skyrocketing 263 times to 301 million yuan [5][7] - The company's total liabilities increased significantly, with current liabilities rising from 4.094 million yuan in 2023 to 12.129 million yuan in 2024, and total liabilities reaching 155.955 million yuan [6] Group 3: Strategic Implications - The transaction is backed by a stringent profit guarantee, with Hengli Heavy Industry committing to a cumulative net profit of no less than 4.8 billion yuan from 2025 to 2027, requiring an average annual growth of over 60% from a 2024 baseline of 300 million yuan [8] - The restructuring approval aligns with an improved regulatory environment, including simplified review processes and relaxed restrictions on industry competition [8] - The case of *ST Songfa serves as an important model for the market, indicating that cross-border mergers with clear industrial logic and compliant targets are likely to receive support [9]
历时近四个月!宁波富达跨界收购“梦碎”,A股年内多起并购案告吹
Hua Xia Shi Bao· 2025-05-16 08:32
Group 1 - Ningbo Fuda announced the termination of its major asset restructuring plan to acquire at least 45% of Jingxin Materials after four months of negotiations [2][3] - The acquisition aimed to help Ningbo Fuda enter the new energy materials sector, specifically focusing on photovoltaic materials [3][5] - The company stated that it would rely on its resource advantages to achieve effective synergy with the target company and facilitate industrial transformation [5][6] Group 2 - The termination of the acquisition reflects a broader trend of failed cross-industry mergers and acquisitions among listed companies this year, attributed to stricter regulatory policies and changing market conditions [7] - Challenges in cross-industry mergers include insufficient understanding of the target industry, cultural differences, and changes in legal and regulatory environments [7] - Companies are advised to conduct thorough due diligence and assess business synergies and market positioning before pursuing cross-industry acquisitions [7] Group 3 - Ningbo Fuda's core business includes urban commercial real estate management and residential development, with recent performance declines [5] - Jingxin Materials specializes in the research, production, and sales of electronic materials for solar photovoltaic and electronic technology, with a focus on silver powder used in solar cells [5][6] - The acquisition was intended to enhance Ningbo Fuda's capabilities in the electronic materials sector, particularly in photovoltaic silver powder [5][6]
券商看空青岛啤酒6.65亿买黄酒新帅第一把火能烧旺吗?
Xin Lang Cai Jing· 2025-05-13 21:05
Core Viewpoint - Qingdao Beer is pursuing a cross-industry acquisition by planning to acquire 100% of the shares of Shandong Jimo Huangjiu Factory for a total consideration of 665 million yuan, aiming to create new growth points and diversify its business beyond beer [2][6]. Group 1: Acquisition Details - The acquisition involves Qingdao Beer purchasing the entire stake of Jimo Huangjiu, which was founded in 1949 and is a representative of Northern Huangjiu [3][7]. - The acquisition price is set at 665 million yuan, which includes adjustments for profit and loss during the price adjustment period [2][8]. - Jimo Huangjiu reported a revenue of 166 million yuan in 2024, with a net profit of 30.47 million yuan, reflecting a year-on-year growth of 13.5% and 38% respectively [8]. Group 2: Market Context - The Chinese beer industry has been in a downward trend since reaching a peak production of 50.615 million tons in 2013, prompting Qingdao Beer to seek diversification through acquisitions [6]. - Qingdao Beer has faced challenges in its core beer business, with a decline in sales volume for its main brand, which fell to 4.34 million kiloliters in 2024, a decrease of approximately 4.82% year-on-year [4][11]. Group 3: Financial Performance - In 2024, Qingdao Beer reported a net profit of 4.345 billion yuan, marking a year-on-year increase of 1.81%, the lowest growth rate since 2017 [5][11]. - The company's revenue for 2024 was 32.138 billion yuan, down 5.3% from the previous year [11]. Group 4: Market Reactions and Concerns - Market analysts have expressed caution regarding the acquisition, citing limited synergy between beer and Huangjiu due to different consumer bases and sales channels [10]. - Concerns have been raised about potential management conflicts post-acquisition and the unclear strategy for diversification given the smaller scale of Jimo Huangjiu [10].
管理层借“三方交易”谋控制权群兴玩具能否拯救主业危机?
Zheng Quan Shi Bao· 2025-05-08 18:05
Core Viewpoint - The stock price of Qunxing Toys (002575) experienced significant volatility, rising by 123% in 22 trading days and then falling over 40% in 24 days, largely due to a new round of cross-border restructuring efforts [2][3] Group 1: Financial Performance - In 2024, Qunxing Toys reported a revenue of 370 million yuan, a nearly fivefold increase year-on-year, marking the highest revenue since 2015 [3] - Despite the revenue surge, the company recorded a net loss of 18.4 million yuan, indicating a situation of increasing revenue without corresponding profit [3] - The company's liquor sales business contributed significantly to the revenue growth, with a 10.15-fold increase in liquor sales, accounting for 91.29% of total revenue [3][4] Group 2: Liquor Business Analysis - The liquor business has been a critical revenue source for Qunxing Toys, previously helping the company recover from financial difficulties [4] - However, the liquor business's gross profit margin plummeted to 1.22% in 2024, raising concerns about profitability compared to competitors like Huazhi Liquor [4][5] - The accounts receivable turnover rate for Qunxing Toys was 11.25 times, significantly lower than Huazhi Liquor's 53.33 times, indicating potential issues in cash flow management [5] Group 3: Restructuring and Acquisition Plans - In February 2025, Qunxing Toys announced plans to acquire at least 51% of Hangzhou Tiankuan Technology Co., a company specializing in AI computing centers, as part of its restructuring strategy [6] - The acquisition is valued at up to 800 million yuan, but Qunxing Toys faces a significant cash shortfall, with only 73.2 million yuan in cash and financial assets available [7] - The management proposed a low-priced private placement to raise between 419 million and 710 million yuan, which could help stabilize the company's financial situation [8][9] Group 4: Regulatory Environment and Market Perception - The new regulations emphasize stricter oversight of reverse mergers, which could impact Qunxing Toys' restructuring efforts [10] - The company's history of poor performance and failed restructurings raises doubts about the success of the current acquisition strategy [11] - There are concerns regarding the potential for capital manipulation and the credibility of the management's intentions, especially given the past actions of the chairman [8][10]
并购六条之下,并购交易的实务关键与案例解析
梧桐树下V· 2025-05-04 05:38
Group 1 - The article discusses the recent trends in the domestic merger and acquisition (M&A) market, particularly after the introduction of new policies like the "Six Guidelines for M&A" which have driven the market's high activity levels [1] - It highlights that 31 listed companies engaged in cross-industry acquisitions, with a requirement that acquirers must be "operationally compliant" and not classified as ST or *ST [1] - The majority of the target companies in these acquisitions are profitable, with only a few exceptions, indicating a trend towards acquiring financially stable entities [3][4] Group 2 - Among the 31 cross-industry acquisitions, 11 involved assets injected by controlling shareholders, which suggests higher negotiation efficiency and lower integration difficulty [2] - A significant portion of the target companies are in the technology sector, particularly in areas like semiconductors, artificial intelligence, and high-end manufacturing [6] - The article notes that 12 companies involved in acquisitions reported negative net profits, with notable losses from companies like Guangxi Broadcasting (-698 million) and Nanjing Chemical Fiber (-185 million) [5] Group 3 - The article provides specific examples of acquisitions, such as Songfa Co. acquiring Hengli Heavy Industry for 8 billion, with a profit commitment of 4.8 billion over three years [8] - It mentions that several acquisitions have been terminated, including those by Cixing Co. and Huasi Co., indicating potential challenges in the M&A landscape [8] - The article emphasizes the importance of understanding the operational logic and key steps in M&A transactions, suggesting that further education on this topic is available through a course on M&A practices [10][12]
市值300亿,江苏首富闯关跨界并购
投中网· 2025-04-30 04:11
将投中网设为"星标⭐",第一时间收获最新推送 "跨界并购第一案"来了。 作者丨 陶辉东 来源丨 投中网 随着年报季的展开,新一波退市潮来袭。 4月29日,四家公司集体被实施"退市风险警示",原因都是"净利润为负且营收不足3亿元"。有意思的是,这其中还出现 了"并购妖股"松发股份的身影。 不少 投资者 对松发股份突遭ST感到诧异。要知道,松发股份的控股股东恒力集团,乃是中国制造业民营企业的"一哥"。 更重要的是,4月20日,松发股份刚刚宣布其并购恒力重工一案通过了上交所并购重组委的审核,成为2024年9月"并购6 条"出炉后首单过会的跨界并购项目。 2024 年,松发股份宣布收购恒力重工后,曾拿下了连续14个涨停板。 资料显示,恒力重工则是世界前十的造船龙头。若重组完成,松发股份将从一家濒临退市的陶瓷企业,摇身一变成为中国"民 营造船第一股"。 一面是重磅资产重组,一面是遭到退市预警,松发股份股东们的心情 在 这一周多时间就像坐上了过山车。 超越华为 , 中国制造业第一民企 运作7年 , 从"买壳"到"保壳" 松发股份2015年在上交所挂牌上市,原本的主业是陶瓷。不过,它是A股上知名的"并购专业户",从上市伊始 ...
政策持续加码!A股并购重组活跃度持续攀升,硬科技领域成跨界转型 “新战场”
21世纪经济报道记者杨坪 深圳报道 直至2024年9月,"并购六条"出台,明确"支持运作规范的上市公司围绕产业转型升级、寻求第二增长曲 线等需求开展符合商业逻辑的跨行业并购,加快向新质生产力转型步伐",A股市场"跨界并购"案例逐 渐增多。 据21世纪经济报道记者不完全统计,截至目前,已有超过30家上市公司首度披露了跨界并购的计划。其 中,百傲化学7亿元现金收购芯慧联55%股权、格力地产资产置换转型免税业务等均已完成,松发股 份、罗博特科是"并购六条"后跨界并购中为数不多进入审核流程的项目。 综合来看,两个案例均为"蛇吞象"交易,涉及跨界,且是同一实际控制人下的并购重组。 松发股份主营业务为日用陶瓷制品的研发、生产和销售,2021年归母净利润由盈转亏,并连亏三年, 2021年至2023年归母净利润依次为-3.09亿元、-1.71亿元、-1.17亿元。标的公司恒力重工是一家船舶制 造及高端装备制造企业,2024年净利润为3.01亿元,其股东方承诺未来3年扣非归母净利润累计不低于 48亿元,恒力重工的资产评估价为80.06亿元。 继深圳、上海、南京等地后,近日,广州也发布了《广州市支持上市公司并购重组实现高质量发展 ...
这单并购,过会!
券商中国· 2025-04-19 13:41
Core Viewpoint - The article discusses the recent approval of a cross-border merger involving Songfa Co., which plans to shift its business focus from daily ceramic products to shipbuilding and high-end equipment manufacturing, marking a strategic transformation amid financial struggles [2][5][7]. Summary by Sections Merger Approval - On April 18, the Shanghai Stock Exchange approved Songfa Co.'s acquisition of Hengli Heavy Industry, marking the first cross-border merger to pass since the "Merger Six Rules" were introduced in September 2024 [2][4]. Business Transformation - If the transaction is completed, Songfa Co. will exit the daily ceramic products manufacturing sector and transition to shipbuilding and sales, seeking new profit growth avenues [3][5]. Financial Context - Songfa Co. has reported losses for three consecutive years, with net profits of -309 million, -171 million, and -117 million yuan from 2021 to 2023. The company faces potential delisting risks due to these financial struggles [7][8]. Acquisition Details - The acquisition involves a two-step process: asset replacement with Hengli Heavy Industry's 50% equity and issuing shares to purchase the remaining equity from other stakeholders. The total asset valuation for Hengli Heavy Industry is 8 billion yuan [6][8]. Performance Commitments - Hengli Heavy Industry's projected net profit for 2024 is 301 million yuan, with a commitment from its shareholders to achieve a cumulative net profit of no less than 4.8 billion yuan over the next three years [8]. Market Dynamics - Since the implementation of the "Merger Six Rules," approximately 30 listed companies have disclosed cross-border acquisition plans, but only a few have entered the review process due to the complexity and risks associated with such transactions [3][15]. Regulatory Scrutiny - During the review, the Shanghai Stock Exchange raised concerns about the significant increase in Hengli Heavy Industry's registered capital and the reasons behind its rapid performance growth in the shipbuilding sector [12][13]. Historical Context - The article highlights the historical challenges faced by companies engaging in cross-border mergers, particularly in sectors like education and entertainment, which have seen significant failures and increased goodwill impairment risks [16][17]. Risk Management - Analysts suggest that the current merger, being under the same actual controller, may present lower risks compared to previous cross-border acquisitions, as the controller has experience managing the target assets [17].
凯伦股份跨界收购苏州佳智彩51%股权 多元化布局能否扭转业绩颓势?
Ju Chao Zi Xun· 2025-04-05 03:25
Core Viewpoint - Kairun Co., Ltd. is seeking new growth opportunities through a cross-border acquisition of Suzhou Jiazhi Optoelectronics Technology Co., Ltd. amid ongoing losses in its waterproof materials business [1][2] Group 1: Acquisition Details - Kairun plans to acquire 51% of Suzhou Jiazhi for a cash consideration of 483 million yuan, with a three-year cumulative performance commitment of 240 million yuan [1] - The valuation of Suzhou Jiazhi is assessed at 953 million yuan, indicating significant value addition compared to its book net assets [1] - Suzhou Jiazhi, established in 2017, specializes in optical and mechanical testing and production solutions for the display panel, new energy, and semiconductor industries, serving clients like Huawei and OPPO [1] Group 2: Financial Performance and Projections - Suzhou Jiazhi's net profits for 2022 to 2024 are projected at 11.12 million yuan, 58.12 million yuan, and 46.40 million yuan, showing considerable volatility [1] - Kairun's performance commitment requires Suzhou Jiazhi to achieve net profits of no less than 55 million yuan, 75 million yuan, and 111 million yuan from 2025 to 2027, with an average annual growth rate of approximately 40% [1][2] Group 3: Industry Context and Challenges - Kairun has faced continuous losses in its waterproof materials segment, with projected losses of 410 million to 496 million yuan in 2024 due to the real estate sector's downturn [2] - The lack of synergy between the waterproof materials and optoelectronics sectors raises concerns about Kairun's ability to integrate resources and achieve the projected performance [2] - The acquisition is part of a broader capital operation, with the controlling shareholder set to transfer 14.49% of Kairun's shares to the seller, raising potential concerns about the stability of the company's control [2]
斥资14.2亿元,日播时尚“豪赌”锂电
Bei Jing Shang Bao· 2025-03-24 14:13
Core Viewpoint - The company, 日播时尚, is making a significant move into the lithium battery sector by planning to acquire a 71% stake in 四川茵地乐材料科技集团有限公司 for 1.42 billion yuan, despite facing financial challenges and a substantial goodwill burden post-acquisition [1][4][5]. Financial Aspects - The acquisition price is set at 1.42 billion yuan, with 1.16 billion yuan paid in shares and 259 million yuan in cash, which exceeds the company's cash reserves of approximately 141 million yuan [3][4]. - The company reported a revenue decline of 15.68% year-on-year for 2024, totaling approximately 866 million yuan, and a net loss of about 159 million yuan, marking the highest loss since its IPO [4][5]. - Post-acquisition, the company will carry a goodwill of 640 million yuan, which could pose financial risks if the acquired entity underperforms [5][6]. Business Strategy - The acquisition aims to diversify the company's operations into "fashion + lithium battery binder" dual business model, potentially enhancing profitability and competitive edge [5][10]. - The target company, 茵地乐, has shown promising financial performance with revenues of approximately 503 million yuan and 638 million yuan for 2023 and 2024, respectively, alongside net profits of 181 million yuan and 204 million yuan [5][10]. Market Context - The lithium battery industry is projected to maintain a compound annual growth rate of over 10% in the next five years, driven by global trends towards electrification and clean energy [10]. - The industry is transitioning from a growth phase to a differentiation phase, where larger players are expected to dominate, making it challenging for smaller companies to survive [10].