曲线上市
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披露重组预案! 这家公司复牌20cm涨停!
Zheng Quan Ri Bao Wang· 2025-12-18 05:27
公开信息显示,中控信息曾筹划IPO。 对此,上海明伦律师事务所王智斌律师对《证券日报》记者介绍,对于此类型的并购,投资者要关注此 前公开信息中透露的经营数据、重要事项描述的前后一致性、合理性,以客观评价重组事项的"含金 量",以及披露的信息是否足够公平、及时、完善。 福建华策品牌定位咨询创始人詹军豪接受《证券日报》记者采访时也表示,此类重组事项,要精准评估 目标企业资产、业务、财务状况,防止估值虚高;合理规划融资,确保资金链稳定;制定周全整合策 略,涵盖业务、管理、人员等,实现协同效应;重视法律合规,规避潜在法律风险;还要关注市场反 应,做好信息披露与沟通,稳定投资者信心。 如果此次重组成功,中控信息将实现"曲线上市"。 詹军豪认为,"曲线上市"也是理性选择。企业能借助上市公司资源快速成长,降低上市成本;上市公司 也能借此拓展业务、提升竞争力,实现双赢,是资本市场资源优化配置的体现。 12月18日,万隆光电(300710)发布重大资产重组的相关预案,拟发行股份及支付现金购买中控信息 100%股份,并募集配套资金。预案显示,并购标的资产的审计、评估工作尚未完成,本次交易的具体 交易价格尚未确定,股份与现金对价支 ...
复制智元入主上纬新材,七腾机器人拟“吞吃”盛通能源
3 6 Ke· 2025-12-17 02:12
A股市场正在出现一种并不新鲜、却愈发频繁的资本路径:尚未上市的创业公司,通过协议转让与要约 收购方式,直接取得上市公司控制权,从而实现"曲线上市"。 市场反应迅速。12月12日复牌后,胜通能源股价连续涨停,截至12月15日收盘,公司市值已超50亿元。 继智元机器人入主上纬新材后,这一模式再次被复制。近日,胜通能源公告称,特种机器人企业七腾机 器人及其一致行动人,拟合计出资超16亿元,通过"协议转让+部分要约收购"的方式,取得公司控制 权。交易完成后,胜通能源控股股东及实际控制人将发生变更,七腾机器人创始人朱冬将成为新的实际 控制人。 两步完成控制权切换 从交易结构看,这是一套资本市场已较为成熟的打法。 第一步为协议转让。胜通能源原控股股东及其一致行动人,将所持公司29.99%的股份转让给七腾机器 人及相关主体,转让价格为每股13.28元,交易对价约11.24亿元。该比例恰好低于30%的要约触发线, 使得交易在程序层面相对简化。 第二步是部分要约收购。在前述股份过户完成后,七腾机器人将向全体股东发起要约,拟再收购不超过 15%的股份。值得注意的是,胜通能源的四个员工持股平台已提前承诺,将其合计持有的14.85% ...
曲线上市周年“劫”:伏泰科技董事长被留置,汉嘉设计业绩引擎或生变
Tai Mei Ti A P P· 2025-11-17 14:41
Core Viewpoint - The sudden investigation and detention of Shen Gang, the chairman of Futai Technology, has raised concerns about the future performance of Hanjia Design, which has heavily relied on Futai Technology for its recent business transformation and growth [1][3][4]. Group 1: Company Background and Recent Developments - Hanjia Design's acquisition of Futai Technology marked a significant transformation from a traditional architectural design firm to a player in the rapidly growing urban governance digitalization sector [5][8]. - The acquisition was completed in November 2024, with Hanjia Design paying 581 million yuan for a 51% stake in Futai Technology, which is now a key subsidiary [6][7]. Group 2: Financial Performance and Impact - Futai Technology has significantly contributed to Hanjia Design's financial performance, with the latter reporting a 16.54% year-on-year increase in revenue to 937 million yuan in the first three quarters of 2025, and a staggering 476.32% increase in net profit [9][10]. - The gross profit margin for Hanjia Design improved to 34.99%, up 15.98 percentage points, largely due to the contributions from Futai Technology's high-margin services [10]. Group 3: Risks and Uncertainties - Shen Gang's detention introduces uncertainties regarding Hanjia Design's future performance, despite the company's assertion that its governance structure remains intact and daily operations are unaffected [10]. - The ongoing share transfer process involving Hanjia Design's controlling shareholder may also be impacted by Shen Gang's situation, creating further uncertainties [10].
14年三度IPO告败,高威科欲借东土科技曲线上市
Bei Jing Shang Bao· 2025-10-21 09:08
Group 1 - Beijing Gaoweike Electric Technology Co., Ltd. (Gaoweike) has shifted its focus from pursuing an IPO to a reverse merger after failing three times to go public [1][2] - Dongtu Technology (300353) announced plans to acquire 100% of Gaoweike's shares through a combination of issuing shares and cash payments, with stock trading suspended starting October 21 [1][2] - Dongtu Technology is expected to disclose the asset purchase plan within 10 trading days, by November 4, 2023, or face a resumption of trading and termination of the acquisition plan [1] Group 2 - Gaoweike, established on February 21, 2001, specializes in industrial automation products, system development, software development, system integration, OEM support, and automation control engineering contracting [2] - Gaoweike has made three attempts to go public, with the first application submitted in 2011, which was rejected in 2012, followed by a withdrawal in 2018, and a recent attempt in 2022 that was approved but later withdrawn in September 2024 [2] - On October 20, Dongtu Technology's stock rose by 1.08% to 24.27 yuan per share, with a total market capitalization of 14.92 billion yuan [2]
中欣晶圆,冲刺北交所IPO
Shang Hai Zheng Quan Bao· 2025-10-11 13:09
Core Viewpoint - The company Hangzhou Zhongxin Crystal Semiconductor Co., Ltd. (referred to as "Zhongxin Crystal") is pursuing an IPO on the Beijing Stock Exchange after previous attempts to list on the Sci-Tech Innovation Board were unsuccessful [1][7]. Group 1: Company Overview - Zhongxin Crystal was established in September 2017 with a registered capital of 5.032 billion yuan [2][3]. - The company is primarily engaged in the research, production, and sales of semiconductor silicon wafers, focusing on both 8-inch and 12-inch silicon wafer technologies [5]. - The company has production bases in Hangzhou, Shanghai, Ningxia Yinchuan, and Lishui, Zhejiang, and plans to achieve significant production capacity in the domestic silicon wafer industry [5]. Group 2: Shareholding Structure - The controlling shareholders are Hangzhou Dahua Thermal Magnetic Electronics Co., Ltd. (14.41%) and Shanghai Shenhe Investment Co., Ltd. (8.64%), collectively controlling 28.11% of the voting rights [2][3]. - The company has a total of 57.09% of its shares held by its top ten shareholders, with notable stakes from Changfei Fiber (5.04%) and Zhongwei Company (2.56%) [6]. Group 3: IPO Attempts and Challenges - Zhongxin Crystal previously applied for an IPO on the Sci-Tech Innovation Board on August 29, 2022, but the application was terminated on July 3, 2024, due to the expiration of financial data [7][8]. - The company has faced multiple setbacks in its IPO attempts, including the withdrawal of applications by related entities such as Fulede and Shenyuan Jucheng [12][14]. Group 4: Future Plans - The company is now focusing on a "backdoor listing" strategy through its subsidiary Fulede, which has been actively acquiring related companies to facilitate this process [14][15]. - Zhongxin Crystal has completed the IPO counseling registration with the Zhejiang Securities Regulatory Bureau and is now preparing for its listing on the Beijing Stock Exchange [1][2].
华羿微电谋曲线上市
Bei Jing Shang Bao· 2025-09-25 16:53
Core Viewpoint - After failing to go public, Huayi Microelectronics Co., Ltd. plans to achieve a backdoor listing through its "brother" company, Huatian Technology [1][2] Group 1: Acquisition Details - Huatian Technology announced plans to acquire Huayi Microelectronics' equity through a combination of issuing shares and cash payments, constituting a related party transaction [2] - The transaction is still in the planning stage, with preliminary agreements signed with major stakeholders, and Huatian Technology expects to disclose the transaction plan within 10 trading days [2][5] - The acquisition is not expected to constitute a major asset restructuring or a reverse listing [2] Group 2: Financial Performance of Huayi Microelectronics - Huayi Microelectronics' IPO application was terminated in June 2024, with financial data indicating a shift from profit to loss prior to the withdrawal [4] - The company reported revenues of approximately 847 million, 1.16 billion, and 1.157 billion yuan from 2020 to 2022, with corresponding net profits of approximately 41.63 million, 88.13 million, and -43.21 million yuan [4][5] Group 3: Financial Performance of Huatian Technology - Huatian Technology has experienced significant fluctuations in net profit, with revenues of approximately 11.906 billion, 11.298 billion, and 14.462 billion yuan from 2022 to 2024, and net profits of approximately 754 million, 226 million, and 616 million yuan [6][7] - In the first half of the current year, Huatian Technology reported revenues of approximately 7.78 billion yuan, a year-on-year increase of 15.81%, with a net profit of approximately 226 million yuan, a year-on-year increase of 1.68% [7] - The company's revenue composition shows that integrated circuit revenue accounted for 99.97% of total revenue, with a gross margin of 10.89%, reflecting a slight decline [7]
为外卖骑手换电的宇谷科技,“上市”再次失败……
IPO日报· 2025-09-21 00:32
Core Viewpoint - Nanjing Public Development Co., Ltd. has terminated its cash acquisition of 68% stake in Hangzhou Yugu Technology Co., Ltd. due to failure to reach an agreement on transaction terms after nearly nine months of planning [1][3]. Group 1: Acquisition Details - The acquisition was initially announced in December 2024, with plans to purchase the stake through a combination of share issuance and cash payment, along with raising supporting funds [3]. - In July 2024, the company decided to change the acquisition method to a cash purchase after considering strategic planning, capital market conditions, and various stakeholder demands [3]. - Yugu Technology, established in 2012, specializes in battery swapping services and equipment for electric two-wheelers, reporting revenues of 559 million yuan and 902 million yuan in 2022 and 2023, respectively [3]. Group 2: IPO Attempts - Yugu Technology previously attempted an IPO on the ChiNext board, which was accepted in June 2023 but was terminated in June 2024 after two rounds of inquiries [4]. - The termination of the acquisition by Nanjing Public signifies another failure for Yugu Technology in its pursuit of a public listing [4]. Group 3: Nanjing Public's Financial Performance - Nanjing Public operates in various sectors, including real estate development, pipeline gas, and transportation, with significant revenue contributions from gas sales and real estate [6]. - The company's revenue has fluctuated significantly in recent years, with reported revenues of 3.589 billion yuan, 7.113 billion yuan, 4.632 billion yuan, and 6.569 billion yuan from 2021 to 2024 [7]. - The net profit has shown a downward trend, with figures of 98.65 million yuan, 60.53 million yuan, -90.27 million yuan, and 45.92 million yuan over the same period [7].
IPO日报-为外卖骑手换电的宇谷科技,“上市”再次失败……
Guo Ji Jin Rong Bao· 2025-09-20 12:54
Group 1 - The core point of the article is that Nanjing Public Development Co., Ltd. has terminated its acquisition of a 68% stake in Hangzhou Yugu Technology Co., Ltd. due to failure to reach an agreement on transaction terms after nearly nine months of planning [1][2] - The initial acquisition plan was announced in December 2024, intending to purchase the stake through a combination of issuing shares and cash, but was later changed to a cash purchase in July 2023 [2][5] - Yugu Technology, established in 2012, specializes in battery swapping services and charging equipment for electric two-wheelers, with revenues of 559 million yuan in 2022 and 902 million yuan in 2023, and a net profit of 128 million yuan in 2023 [2][3] Group 2 - Nanjing Public's business scope includes real estate development, pipeline gas, taxi services, electric energy, and more, with significant revenue contributions from gas sales and real estate [6][7] - The company's revenue has fluctuated significantly in recent years, with total revenues of 3.589 billion yuan in 2021, peaking at 7.113 billion yuan in 2022, and then declining to 4.632 billion yuan in 2023 [7] - The net profit has also shown a downward trend, with figures of 98.65 million yuan in 2021, declining to a loss of 90.27 million yuan in 2023 [7]
国盛金控总经理辞职
中国基金报· 2025-09-05 04:30
Group 1 - The general manager of Guosheng Jinkong, Lu Zhankan, has resigned due to work adjustment reasons, but will continue to serve as a director and committee member of the company and its subsidiaries [2][5] - Lu Zhankan has been in the position since October 2022 and has made significant contributions to the company's operational development, governance, and compliance [5] - Guosheng Jinkong is in the process of merging its wholly-owned subsidiary, Guosheng Securities, which will result in a name change to Guosheng Securities Co., Ltd. after the merger [5][8] Group 2 - The appointment of a new general manager is pending the completion of necessary procedures, with the chairman Liu Chaodong temporarily taking over the responsibilities [5] - The merger of Guosheng Securities has been approved by the China Securities Regulatory Commission (CSRC), and the company aims to enhance resource integration and operational efficiency [8][9] - Following the merger, Guosheng Securities will become the first listed brokerage in Jiangxi Province, achieving a "backdoor listing" through the merger process [9]
ITO靶材龙头曲线上市 衢州发展百亿收购撬动千亿产业群
2 1 Shi Ji Jing Ji Bao Dao· 2025-08-16 00:23
Core Viewpoint - The acquisition of Xian Dao Electronic Technology Co., Ltd. (Xian Dao Dian Ke) by Quzhou Development (600208) marks a significant step towards its "curve" listing, with plans to purchase 95.4559% of Xian Dao Dian Ke's shares from over 40 companies and raise up to 3 billion yuan in supporting funds [1][2]. Group 1: Acquisition Details - Quzhou Development plans to acquire Xian Dao Dian Ke for an estimated total of 11.455 billion yuan, based on a valuation of the target company's 100% equity not exceeding 12 billion yuan [2]. - Xian Dao Dian Ke, established in 2017 with a registered capital of 477.90 million yuan, holds over 30% of the global market share in ITO targets, ranking first in the industry [2]. - The acquisition is seen as more favorable compared to previous attempts, as Quzhou Development has a stronger financial position and operational performance than the previous buyer, Guangzhi Technology [3][7]. Group 2: Financial Performance - As of the first quarter of 2025, Quzhou Development reported total assets of 966.41 billion yuan and net assets of 421 billion yuan, with cash reserves of 60.81 billion yuan [8]. - Xian Dao Dian Ke's revenue for 2024 was 3.43088 billion yuan, with a net profit of 443.72 million yuan, while for the first quarter of 2025, revenue was 1.02140 billion yuan and net profit was 103.24 million yuan [9]. Group 3: Strategic Implications - The acquisition aligns with Quzhou Development's strategy to transform into a high-tech investment platform, as its real estate business faces challenges [11][12]. - The deal is expected to enhance Quzhou Development's business structure by integrating advanced new materials manufacturing, thus supporting its transition towards a more sustainable growth model [14]. - Quzhou Development aims to establish itself as a benchmark for mergers and acquisitions in the region, contributing to the local economy's high-quality development [10][13].