中化装备科技公告称，拟发行股份购买装备公司持有的益阳橡机100%股权、蓝星节能持有的北化机 100%股权，合计交易价12.02亿元，并募集配套资金。经测算，标的资产资产总额、净额指标占公司相 应指标比例达重大资产重组标准，构成重大资产重组。交易对方均为公司间接控股股东控制企业，构成 关联交易。因交易前后公司实控人未变，不构成重组上市。 ...

根据《上市公司重大资产重组管理办法》有关规定，上市公司控制权自变更之日起36个月内向收购人及其关联方购买资产且达到资产规模100%，即触发重 组上市。 因此，构成重组上市的要件有三条：控制权变更时间（自控制权发生变更之日起36个月内）、重组交易对象（向新实控人或其关联方收购资产）、"五条红 线指标孰高原则（资产总额或营业收入或资产净额或发行股份数量等占比超过100%，或导致上市公司主业发生根本变化）"。三者同时满足即按IPO标准审 核，2025年规则修订后，审核也未放宽，反而把亏损资产、高商誉、跨行业等情形全部纳入"重点盯防"清单，防止劣质资产借壳上市。 以此拆解日播时尚收购四川茵地乐材料科技集团有限公司（简称"茵地乐"）71%股权的全套操作，它精准卡在监管审核的"临界点"上。 具体来看，日播时尚拟以"股份+现金"的对价方式，作价14.2亿元收购茵地乐71%股权，同时向公司控股股东梁丰及其控制的上海阔元发行股份募集配套资 金。 从控制权变更的维度来看，2023年8月，梁丰及上海阔元合计斥资7.7亿元收购日播时尚控制权（29.75%股权）。2024年9月"并购六条"发布，2024年11月日 播时尚披露了重组预案 ...

近日，嘉戎技术带着一份复杂的重组方案回归市场。公司宣布拟通过发行股份及支付现金方式，购买杭 州蓝然技术股份有限公司100%股权。 值得关注的是，交易完成后上市公司控制权将发生变化。现任实控人团队的三位创始伙伴已签署《一致 行动人协议之解除协议》，无论交易成败，合作关系都将终结。 控制权变更与"非借壳"认定 嘉戎技术此次重组方案设计颇为复杂。公司计划通过发行股份及支付现金方式购买杭州蓝然100%股 权。 同时，上市公司拟向厦门溥玉发行股份募集配套资金不超过10亿元。交易完成后，厦门溥玉预计将成为 嘉戎技术新控股股东，胡殿君将成为新实控人。 尽管交易完成后公司控制权发生变更，但嘉戎技术在公告中明确表示，经初步测算本次交易不构成重组 上市。公司解释称，标的资产相关指标不会超过上市公司相应指标的100%，购买资产发行的股份比例 也不超过规定上限。 本次交易的对方共19名，其中厦门溥玉持股44.83%，为标的公司控股股东。这家机构背景特殊，成立 于2025年1月8日，执行事务合伙人为厦门溥泉私募基金管理合伙企业。 天眼查信息显示，厦门溥玉背后隐现宁德时代身影。其出资方包括福建时代泽远股权投资基金合伙企 业、深圳市绿水长 ...

Core Viewpoint - Yaxing Chemical (600319) announced a major asset restructuring plan, intending to acquire 100% equity of Tianyi Chemical from 24 shareholders through a combination of share issuance and cash payment, with trading resuming on November 18 [1] Group 1: Transaction Details - The transaction is expected to constitute a significant asset restructuring and related party transaction, but it will not qualify as a restructuring listing [1] - Yaxing Chemical plans to raise supporting funds by issuing shares to no more than 35 qualified specific investors, including Weifang City Investment Group [1] Group 2: Business Impact - Tianyi Chemical operates in four main sectors: flame retardants, new materials, potassium salts, and membrane materials, and is a leading supplier in the brominated flame retardants market in China [1] - Post-transaction, Yaxing Chemical's product portfolio will expand to include brominated fine chemical products such as tetrabromobisphenol A, brominated epoxy resin, brominated polystyrene, decabromodiphenyl ether, and hydrobromic acid, along with products from Tianyi Chemical's new materials, potassium salts, and membrane materials sectors [1]

Group 1 - The company intends to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. from Wuhan Urban Construction Investment Development Group Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The transaction is classified as a related party transaction since the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the company's controlling shareholder [1][2] - The transaction does not constitute a major asset restructuring as the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2] Group 2 - The actual controller of the company remains the State-owned Assets Supervision and Administration Commission of the People's Government of Wuhan City before and after the transaction, indicating no change in control [1][2] - The company confirms that there has been no change in its actual controller within the last thirty-six months, thus the transaction does not meet the criteria for restructuring listing as per the relevant regulations [1][2]

Core Viewpoint - Wuhan San Zhen Industrial Holdings Co., Ltd. plans to acquire 100% equity of Wuhan Municipal Engineering Design and Research Institute Co., Ltd. through issuing shares and cash payment, while also raising supporting funds by issuing shares to no more than 35 specific investors [1][3] Industry and Company Summary - The main business of the listed company includes sewage treatment, water engineering construction, tap water production, and tunnel operation, while the target company specializes in surveying design, engineering consulting, and project management [1][2] - The listed company operates in the "D46 Water Production and Supply Industry" under "D462 Sewage Treatment and Reuse," while the target company falls under "M74 Professional Technical Services" in "M748 Engineering Technology and Design Services" [2] - The transaction is classified as a merger within the same industry or upstream/downstream acquisition, enhancing the listed company's capabilities in integrated services from planning to operation and maintenance [3][4] - Post-transaction, the listed company will expand its business to include the target company's existing services, creating new revenue and profit growth points [3][4] - The transaction is not expected to change the actual controller of the listed company, thus it does not constitute a restructuring listing [4]

Core Viewpoint - The transaction involving Wuhan San Town Industrial Holdings Co., Ltd. to acquire 100% equity of Wuhan Municipal Engineering Design Institute from Wuhan Urban Construction Investment Development Group does not constitute a major asset restructuring but qualifies as a related party transaction [1][2]. Summary by Sections Major Asset Restructuring - The transaction does not meet the criteria for a major asset restructuring as defined by the "Major Asset Restructuring Management Measures" since the relevant indicators of the target company do not exceed 50% of the corresponding indicators of the listed company for 2024 [2]. Related Party Transaction - The transaction is classified as a related party transaction because the counterparty, Wuhan Urban Construction Investment Development Group, is the parent company of the controlling shareholder of the listed company, and the target company is a wholly-owned subsidiary of the counterparty [2]. Restructuring Listing - The transaction does not constitute a restructuring listing as the actual controller of the listed company remains the Wuhan Municipal Government State-owned Assets Supervision and Administration Commission before and after the transaction, and there has been no change in control within the last thirty-six months [2].

Group 1 - The company plans to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. from China National Technical Import and Export Corporation through a share issuance and simultaneously raise supporting funds [1][3] - The transaction does not constitute a major asset restructuring as the relevant financial ratios indicate that the asset total and net asset values, as well as operating income, are all below 50% of the company's financial data [2][3] - The transaction is classified as a related party transaction since the counterparty is controlled by the company's indirect controlling shareholder, China General Technology (Group) Holding Co., Ltd. [3] Group 2 - The company has not undergone any change in actual control in the past 36 months, thus the transaction does not constitute a restructuring listing [3]

Core Viewpoint - The transaction involving China Chengxin Import and Export Co., Ltd. to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, based on the financial metrics and calculations provided [2][3][4]. Financial Analysis - The total asset value of the target company is 332.87 million, which represents 14.17% of the listed company's total assets of 2,349.43 million [3]. - The net asset value of the target company is 81.77 million, accounting for 40.93% of the listed company's net assets of 370.04 million [3]. - The operating revenue of the target company is 37.93 million, which is 3.09% of the listed company's operating revenue of 1,226.34 million [3]. Control and Ownership - There has been no change in the actual control of the listed company in the past 36 months, with the direct controlling shareholder remaining China Chengxin Group and the indirect controlling shareholder being General Technology Group [4]. - The actual controller continues to be the State-owned Assets Supervision and Administration Commission of the State Council, indicating stability in ownership structure post-transaction [4].

Core Viewpoint - The independent financial advisor, China Galaxy Securities, has conducted a special review of the proposed transaction by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu Clean Energy Co., Ltd. through share issuance and fundraising, concluding that the transaction does not involve key industries supported for mergers and acquisitions by the government [1][2]. Group 1: Industry and Company Analysis - The target company, Zhongji Jiangsu, operates in the "Technology Promotion and Application Services" sector, which is not classified under key industries such as automotive, steel, cement, shipbuilding, electrolytic aluminum, rare earths, electronic information, pharmaceuticals, or agricultural industrialization [1][2]. - Zhongcheng Import and Export Co., Ltd. primarily engages in complete equipment export, engineering contracting, environmental technology, and composite material production, while Zhongji Jiangsu focuses on investment, development, and operation of energy storage projects for commercial users, indicating that the two companies do not operate in the same industry or along the same supply chain [2]. Group 2: Transaction Structure - The transaction will not result in a change of control for Zhongcheng Import and Export Co., Ltd., as the direct and indirect controlling shareholders remain the same post-transaction, thus it does not constitute a restructuring listing as per the relevant regulations [2][3]. - The transaction involves the issuance of shares by Zhongcheng Import and Export Co., Ltd. to acquire 100% equity of Zhongji Jiangsu, confirming that the transaction includes share issuance [3]. Group 3: Regulatory Compliance - As of the date of the review, there are no ongoing investigations by the China Securities Regulatory Commission against Zhongcheng Import and Export Co., Ltd., indicating compliance with regulatory requirements [3].