贝肯能源于2025年11月9日收到深交所关于向特定对象发行A股股票的审核问询函。公司已会同中介机 构完成回复，并对募集说明书等文件进行补充更新，相关内容已于2025年12月15日披露。根据深交所进 一步意见，公司近期对文件再次修订。本次发行尚需深交所审核通过并获中国证监会注册，最终能否实 施存在不确定性。公司将持续履行信息披露义务，提示投资者注意风险。 北京市汉坤律师事务所就贝肯能源向特定对象发行A股股票事项出具补充法律意见书（二），回复深交 所审核问询函。主要内容包括：报告期内员工人数下降原因及劳务派遣比例整改情况；2025年6月转让 新疆狮岭19%股权的定价公允性及保留1%股权的合理性；认购对象陈东与实际控制人陈平贵无关联关 系，资金来源为自有及自筹资金，不存在代持或结构化安排；本次发行构成管理层收购，已履行相关程 序，股份锁定安排符合规定；实际控制权变更不会对日常经营产生重大不利影响。 信达证券作为保荐机构，对贝肯能源向特定对象发行A股股票出具发行保荐书。本次发行由韩晓坤、谢 文森担任保荐代表人，发行对象为陈东，发行价格为6.54元/股，募集资金总额不超过34,816.00万元， 用于补充流动资金和偿还 ...

Group 1 - The company Huayuan Communication (000586.SZ) plans to issue A-shares to specific investors, with the cash subscription for all new shares not exceeding 53,649,956 shares [1] - The chairman of the company, Li Hongxing, is the actual controller of the acquiring party, Hefei Dingyun Technology Industry Development Partnership, marking a management buyout and ending the company's recent status of having no controlling shareholder [1] - The valuation report from Zhongzi Asset Appraisal Co., Ltd. indicates that as of September 30, 2025, the total equity value of Huayuan Communication is 2.553 billion yuan, significantly increasing by 2.409 billion yuan from the book equity of 144 million yuan, with a growth rate of 1671.83% [1] Group 2 - Huayuan Communication was listed on the Shenzhen Stock Exchange in 1995, with main businesses including power optical cables, online monitoring products, highway electromechanical engineering, and vehicle-mounted optoelectronic products [2] - In the first three quarters of 2025, the company achieved an operating income of 361 million yuan and a net profit attributable to shareholders of 14.76 million yuan, with a debt-to-asset ratio of 43.66% [2] - The second-largest shareholder, Guangzhou Huifu Qiji Investment Partnership, holds 26.6 million shares, and another director, Liu Zhongyi, holds 3 million shares, both of which are currently under judicial freeze due to related economic disputes [2]

Financing Decision Dimensions - M&A financing decisions typically consider seven dimensions, including financing type combinations, maturity, yield basis, currency, innovative clauses, control, and issuance methods [4][6][7][8][9][10]. - The optimal financing combination usually starts with internal financing, followed by debt financing, and finally equity financing, aiming for maximum company value [6]. Financing Channels - M&A financing channels can be classified into internal and external categories. Internal channels include retained earnings and tax liabilities, while external channels encompass bank loans, non-financial institution funds, and foreign capital [10]. - External financing is characterized by speed and flexibility but comes with higher costs and risks [10]. Special Financing Methods - M&A funds pool third-party capital for acquisitions, often involving private equity funds and listed companies, leveraging both financial tools and platform resources [15]. - Leveraged buyouts (LBOs) utilize financial leverage to acquire companies with minimal upfront capital, relying on the target's assets and future cash flows for repayment [16]. - Management buyouts (MBOs) involve company management acquiring shares, aligning ownership and management roles, typically in stable cash flow environments [17]. - Asset securitization transforms illiquid assets into liquid asset-backed securities, enhancing cash flow management [18]. Evaluating M&A Financing Plans - The evaluation of M&A financing plans should consider flexibility, risk, return, control, and timing [19]. - Comparing different financing options, such as debt versus equity, reveals trade-offs in liquidity, risk exposure, earnings per share, control dilution, and market perception [19][20].

Core Viewpoint - OMS Energy Technologies, a Singapore-based company, raised US$29 million through its IPO on Nasdaq, but is currently trading lower than its IPO price, indicating potential undervaluation and investment opportunities [1][6][21]. Company Overview - OMS Energy Technologies operates in the oil and gas industry and has been led by CEO How Meng Hock, who has 30 years of experience in the sector. The company was previously under Sumitomo Corporation and faced significant challenges from 2014 to 2019 due to poor oil demand forecasts [2][21]. - The company underwent a management buyout in 2023, initiated by Meng Hock, to ensure the continuity of employment for its 600 employees and their families [3][21]. Financial Performance - OMS has shown a strong financial performance with net income reaching US$34 million within two years post-buyout. The company has zero debt and holds US$126 million in cash, indicating a strong liquidity position [9][10][21]. - The financial metrics for OMS are promising, with gross profit and net income figures for various periods indicating profitability. For instance, in 2H 2025, gross profit was US$68 million and net income was US$47 million [10][11]. Revenue and Client Base - OMS's revenue is heavily reliant on long-term contracts, particularly with Saudi Aramco, which accounted for 67% of its revenue prior to the latest quarter. This reliance introduces fluctuations in revenue recognition due to the nature of call-up orders [12][30]. - The company is actively seeking to diversify its client base and expand its product portfolio to mitigate risks associated with dependency on a single client [29][30]. Cash Management and Future Plans - The company has demonstrated effective cash management, with significant increases in cash holdings over recent periods, attributed to operating cash flow and IPO proceeds [15][21]. - Future plans include potential share buybacks to enhance earnings per share (EPS) and improve market valuation, although there are concerns about the effective use of cash [19][22]. Market Position and Valuation - OMS is classified as a micro-cap company with a market capitalization of approximately US$195.5 million. The current trading price suggests it is undervalued, trading at about 2 times ex-cash price-to-earnings (PE) ratio [7][13]. - The company’s valuation is seen as attractive, especially given its high return on invested capital (ROIC) and the potential for future earnings growth [18][24].

Core Viewpoint - The company Huayuan Communication (汇源通信) has announced a plan to issue A-shares to specific investors, aiming to raise up to 610 million yuan for working capital, which has led to a significant drop in its stock price following the announcement [1][2]. Group 1: Issuance Details - The planned issuance will involve a total fundraising amount not exceeding 61 million yuan, with the net proceeds intended solely for supplementing working capital [1]. - The shares will be issued at a price of 11.37 yuan per share, which is set at 80% of the average trading price over the previous 20 trading days [3]. - The maximum number of shares to be issued is 53,649,956, which does not exceed 30% of the company's total share capital prior to the issuance [3]. Group 2: Shareholder Changes - The sole subscriber for this issuance is Dingyun Industry, a limited partnership controlled by the company's chairman, Li Hongxing, which will result in Dingyun Industry becoming the controlling shareholder of the company [4]. - Following the issuance, Dingyun Industry will hold 53,649,956 shares, representing 21.71% of the total share capital post-issuance, while its associated entity, Dingyun Technology, will hold 27,273,330 shares, accounting for 11.04% [6]. - The combined holdings of Dingyun Industry and Dingyun Technology will total 80,923,286 shares, or 32.75% of the total share capital after the issuance, marking a change in the company's control structure [6][7]. Group 3: Governance and Management - The company held a temporary shareholders' meeting on November 17, 2025, to elect members of the 13th Board of Directors, with Li Hongxing being appointed as the chairman [8]. - Dingyun Technology and Dingyun Industry have signed a "consistency action agreement" to ensure coordinated voting in shareholder meetings for 18 months following the issuance [5].

Core Viewpoint - Huyuan Communication (000586.SZ) plans to issue shares to specific targets to raise a total of no more than 610 million yuan, with the net proceeds intended to supplement working capital [1] Group 1: Share Issuance Details - The total amount raised from the share issuance, including issuance costs, will not exceed 610 million yuan [1] - The net proceeds after deducting issuance costs will be used entirely to supplement working capital [1] - The sole subscriber for this issuance is Dingyun Industry, controlled by the company's chairman, Li Hongxing, who will become the actual controller of the company post-issuance [1] Group 2: Ownership Changes - Currently, the listed company has no controlling shareholder or actual controller [1] - Following this issuance, Dingyun Industry will become the controlling shareholder of the company [1] - The subscription by Dingyun Industry constitutes a management buyout as defined in Article 51 of the Acquisition Management Measures [1]

Core Viewpoint - The management buyout led by Wei Naixu marks a pivotal turning point for Sichuang Medical (300078.SZ), which has been without a controlling shareholder for nearly six years. This change is expected to end the long-standing "no actual controller" situation, although the company still faces significant challenges, including ongoing losses and the repercussions of past financial misconduct [1][3][5]. Group 1: Background of the Company - Sichuang Medical has been in a state of "no actual controller" since December 2019, following the dissolution of the agreement between the former actual controller and specific investors [3]. - Despite attempts to change this situation, such as the temporary establishment of a major shareholder in 2021, the company has not achieved a stable controlling position until the recent management buyout plan [3][4]. Group 2: Management Buyout Details - Wei Naixu is the key driver of the management buyout, utilizing a combination of share transfer, voting rights delegation, and integration of concerted actions to facilitate the acquisition [3][4]. - After the buyout, Wei Naixu's direct and indirect shareholding will total 7.47%, with actual voting rights reaching 13.18%. If successful, this will make him the controlling shareholder [4]. Group 3: Financial Challenges - The company has faced continuous losses since 2020, with a cumulative net profit loss exceeding 3 billion yuan over five years [5][6]. - The financial situation has improved slightly in 2025, with a revenue of 604 million yuan, a year-on-year increase of 6.95%, and a significant reduction in net loss by 98.32% [7]. - However, the revenue growth is primarily attributed to asset sales rather than core business performance, indicating that the foundation for a sustainable turnaround remains weak [7]. Group 4: Market Reaction - The capital market has responded positively to the management buyout, as evidenced by a 20% surge in stock price following the announcement, reflecting optimistic expectations for the change in control [1][7].

Core Viewpoint - The company is undergoing a significant change in control, with Cangnan Xincheng acquiring shares and voting rights to become the actual controller, shifting from no actual controller to Wei Naixu as the new controlling party [1][3]. Group 1: Share Transfer and Voting Rights - Cangnan Xincheng will acquire 62.7395 million shares from the largest shareholder, Lu Nan, representing 5.61% of the total share capital [1]. - Following the transfer, Lu Nan's direct shareholding will decrease from 62.7395 million shares to 0, while indirect holdings through Hangzhou Botai Investment Management will drop from 6.15% to 0.54% [1]. - A voting rights entrustment agreement has been signed, allowing Cangnan Xincheng to exercise rights over 63.8902 million shares held by Sijia Wulian, which is 5.72% of the total [2]. Group 2: Control and Management Changes - After the completion of the share transfer and voting rights entrustment, Cangnan Xincheng will directly hold 62.7395 million shares, while Wei Naixu will indirectly hold a total of 83.4719 million shares, equating to 7.47% of the total share capital [3]. - The total voting rights held will amount to 147 million shares, or 13.18% of the total [3]. - The company will transition from having no actual controller to being controlled by Wei Naixu, who is recognized for his expertise in the IoT sector and is expected to enhance the company's competitiveness and growth [3]. Group 3: Previous Share Transfer Attempts - A previous agreement was made for Lu Nan to transfer the same number of shares to Cangnan Industrial Construction Investment, which would have resulted in a combined holding of 11.33% with Sijia Wulian [4]. - This earlier transfer was terminated following a notice from the Zhejiang Provincial State-owned Assets Supervision and Administration Commission, indicating regulatory challenges [4].

Core Viewpoint - The company is undergoing a significant change in its shareholding structure, with the largest shareholder, Mr. Lu Nan, transferring a substantial portion of his shares to Cangnan Xincheng, which will lead to a shift in control of the company to Mr. Wei Naixu. Group 1: Share Transfer Details - Mr. Lu Nan, the largest shareholder, will transfer 62,739,500 shares, representing 5.61% of the total share capital, to Cangnan Xincheng [1] - After the transfer, Mr. Lu's direct shareholding will decrease from 62,739,500 shares to 0 shares, while his indirect holding through Hangzhou Botai Investment Management Co., Ltd. will be 6,006,776 shares, or 0.54% of the total share capital [1] - The total share capital of the company is 1,117,872,230 shares [1] Group 2: Voting Rights Delegation - The shareholder, Sijia Wulian, has signed a voting rights delegation agreement with Cangnan Xincheng and its actual controller, Mr. Wei Naixu, to delegate voting rights for 63,890,185 shares, which is 5.72% of the total share capital [2] - The delegation of voting rights will be effective for 36 months from the date of approval by the company's shareholders' meeting [2] - Sijia Wulian and Cangnan Xincheng do not have any other related party relationships [2] Group 3: Control and Shareholding Structure Post-Transfer - Cangnan Xincheng will directly hold 62,739,500 shares after the transfer, while Mr. Wei Naixu will indirectly hold a total of 83,471,940 shares through Cangnan Xincheng and Cangnan Xinchuang, representing 7.47% of the total share capital [3] - The total number of shares with voting rights will amount to 147,362,125 shares, or 13.18% of the total share capital [3] - Following these changes, Cangnan Xincheng will become the controlling shareholder, and the company's control will shift from having no actual controller to being under the control of Mr. Wei Naixu [3]

Core Viewpoint - Beiken Energy (002828) has announced that its application for a specific issuance of A-shares for the year 2025 has been accepted by the Shenzhen Stock Exchange, which will lead to a change in control of the company [1] Group 1: Issuance Details - The company plans to issue shares at a price of 6.54 yuan per share, with a maximum of 54 million shares to be issued to employee Chen Dong, raising a total of no more than 353 million yuan [1] - The funds raised will be used entirely for supplementing working capital and repaying debts after deducting issuance costs [1] Group 2: Control Changes - This issuance constitutes a management buyout and related party transaction, resulting in a change of control [1] - Before the issuance, Chen Pinggui controlled 14.15% of the voting rights, making him the controlling shareholder and actual controller; after the issuance, Chen Dong will hold 21.18% of the shares, becoming the new controlling shareholder [1] - Following the issuance, Chen Pinggui's shareholding will decrease to 11.15% [1] Group 3: Company Performance - Beiken Energy's main business involves oil and gas engineering technology services and exploration and development [1] - In the first half of 2025, the company achieved an operating revenue of 465 million yuan and a net profit attributable to shareholders of 13.82 million yuan [1] Group 4: Regulatory Approval - The issuance is subject to approval by the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty regarding the successful implementation of the plan [1]