蛇吞象式重组
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“A吸并B”交易,获批
中国基金报· 2025-09-28 13:47
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved the absorption merger of Hangzhou Hailianxun Technology Co., Ltd. by Hangzhou Qilun Power Group Co., Ltd. This transaction is notable as it represents a new case of "A shares absorbing B shares" in the A-share market, and is expected to be a significant asset restructuring and related party transaction [2][5][6]. Group 1: Transaction Details - The CSRC has agreed to the registration application for Hangzhou Hailianxun to absorb Hangzhou Qilun B by issuing an additional 1.175 billion shares [5]. - The approval is valid for 12 months, and the companies must comply with relevant disclosure obligations and procedures [5][6]. - The transaction is characterized as a "snake swallowing an elephant" deal, indicating that Hailianxun, with smaller revenue and profit figures, is absorbing a larger entity [8][9]. Group 2: Financial Performance - For 2024, Hailianxun is projected to have revenue of 228 million yuan and a net profit of 9.46 million yuan, while Hangzhou Qilun B is expected to generate revenue of 6.639 billion yuan and a net profit of 540 million yuan [8]. - In the first half of 2025, Hailianxun's revenue and net profit are forecasted at 75.16 million yuan and 1.57 million yuan, respectively, compared to Hangzhou Qilun B's revenue of 2.447 billion yuan and net profit of 153 million yuan [8]. Group 3: Share Exchange and Pricing - The share exchange ratio for the merger remains at 1:1, meaning each share of Hangzhou Qilun can be exchanged for one share of Hailianxun [10][12]. - After the implementation of profit distribution plans, the exchange price for both companies will be adjusted to 9.35 yuan per share, with a cash option price of 6.90 yuan per share for Hangzhou Qilun [12][13]. Group 4: Strategic Implications - This merger is expected to enhance Hailianxun's business boundaries and operational performance while addressing the challenges faced by Hangzhou Qilun B, such as low valuation and poor trading volume [8][9]. - The transaction aligns with the government's encouragement of mergers and acquisitions, aiming to improve the asset quality and operational efficiency of state-owned listed companies [13].
“A吸并B”交易,获批
Zhong Guo Ji Jin Bao· 2025-09-28 13:29
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has approved the absorption merger of Hangzhou Hailianxun Technology Co., Ltd. by Hangzhou Qilun Power Group Co., Ltd., marking a significant transaction in the A-share and B-share market [2][5]. Group 1: Transaction Details - The CSRC has agreed to the registration application for Hangzhou Hailianxun to absorb Hangzhou Qilun by issuing an additional 1.175 billion shares [5]. - The approval is valid for 12 months, and the companies must comply with relevant disclosure obligations and procedures [5]. - This merger is expected to be a new case of A-share companies absorbing B-share companies, potentially leading to a "snake swallowing an elephant" restructuring [5][6]. Group 2: Company Performance - Hangzhou Hailianxun reported revenues of 228 million yuan and a net profit of 9.46 million yuan for 2024, while in the first half of 2025, revenues were 75.16 million yuan with a net profit of 1.57 million yuan [7]. - In contrast, Hangzhou Qilun's 2024 revenues were 6.639 billion yuan with a net profit of 540 million yuan, and for the first half of 2025, revenues were 2.447 billion yuan with a net profit of 153 million yuan [7]. - The merger aims to resolve the challenges faced by Hangzhou Qilun as a B-share company, including low valuation and poor trading volume, while enhancing Hangzhou Hailianxun's growth prospects [7]. Group 3: Exchange Ratio and Pricing - The exchange ratio for the merger remains at 1:1, meaning each share of Hangzhou Qilun can be exchanged for one share of Hangzhou Hailianxun [9][11]. - Following the implementation of profit distribution plans, the exchange price will be adjusted to 9.35 yuan per share, with a cash option price of 6.90 yuan per share for Hangzhou Qilun [11]. - This transaction is seen as a response to the encouragement of mergers and acquisitions by the State Council and the CSRC, aiming to enhance the quality and efficiency of state-owned assets [11].
光智科技“蛇吞象”并购终止 先导电科上市梦又碎
2 1 Shi Ji Jing Ji Bao Dao· 2025-06-30 13:36
Core Viewpoint - The acquisition deal between Guangzhi Technology and Xian Dao Electronics has been terminated after nine months of negotiations due to disagreements on commercial terms and changes in the external environment, leading to significant stock price fluctuations for Guangzhi Technology [2][4][5]. Group 1: Acquisition Details - Guangzhi Technology announced the termination of the transaction to acquire 100% of Xian Dao Electronics and raise matching funds, citing changes in the external environment and lack of consensus on commercial terms with some transaction parties [2][4]. - Following the announcement of the acquisition in October 2022, Guangzhi Technology's stock price surged by over 400% within ten days, and nearly 20,000 new shareholders were added by May 2023 [2][6]. - The stock price dropped by 6.6% on June 30, 2023, after the termination of the deal, raising concerns for the new shareholders [2][6]. Group 2: Financial Performance and Valuation Concerns - The acquisition raised questions about the asset quality and high valuation of Xian Dao Electronics, especially as Guangzhi Technology's total assets were approximately 4.189 billion yuan, while its market value was around 3.1 billion yuan before the acquisition announcement [6][9]. - Xian Dao Electronics was valued at 21 billion yuan in 2024, despite a significant decline in net profit from 4.66 billion yuan in 2022 to 4.11 billion yuan in 2023, indicating a disparity between performance and valuation [8][9]. - The net profit margin for Xian Dao Electronics decreased from 21.3% in 2022 to 14.2% in 2023, despite revenue growth, highlighting concerns about the sustainability of its financial performance [8][9]. Group 3: Historical Context and Regulatory Environment - Xian Dao Electronics had previously attempted to go public but faced regulatory challenges due to uncertainties in its profitability, which contributed to skepticism regarding its valuation in the acquisition [10][11]. - The acquisition was characterized as a "quasi-backdoor listing" due to the same actual controller overseeing both companies, allowing the transaction to bypass stricter IPO standards [12]. - Guangzhi Technology's financial performance has been declining, with net profits dropping from 24 million yuan in 2020 to a loss of 241 million yuan in 2023, raising further concerns about the viability of the acquisition [12].