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罗曼股份拟收购武桐高新39.23%股权 完善AIDC产业布局
Zheng Quan Ri Bao Wang· 2025-08-08 07:43
罗曼股份与交易相关方就业绩承诺约定了业绩补偿条款,武桐高新2025年度、2026年度、2027年度三年 内累计扣除非经常性损益后归属于母公司所有者的净利润应不低于4亿元。 公告称,本次交易构成关联关系,预计不构成《上市公司重大资产重组管理办法》规定的重大资产重 组。 本报讯(记者张文湘)8月6日,上海罗曼科技股份有限公司(以下简称"罗曼股份(605289)")发布公告 称,公司拟以现金方式,收购上海武桐树科技发展有限公司持有的上海武桐树高新技术有限公司(以下 简称"武桐高新")的39.23%的股权。 本次交易完成后,罗曼股份将成为武桐高新的第一大股东;罗曼股份委派的董事,占据武桐高新董事会 席位五分之三,武桐高新财务负责人将由公司推荐的人员担任,并由武桐高新董事会聘任,对其经营、 人事、财务等事项拥有决策权,武桐高新将纳入公司合并报表范围,成为罗曼股份控股子公司。 罗曼股份公告表示,武桐高新主要从事AIDC(自动识别与数据采集)算力服务器与集群综合解决方案服 务业务,本次签订框架协议事项有利于公司优化整合资源,进一步完善公司产业布局,提升公司盈利水 平和综合竞争力,符合公司长期发展战略规划。本次股权收购的资金 ...
道氏技术:将与共济科技、芯培森就原子级科学计算算力业务开展深度合作
Zheng Quan Shi Bao Wang· 2025-08-07 10:25
Core Insights - Dao's Technology (300409) announced a strategic cooperation agreement with Gongji Technology and its affiliate Chipenson on August 7 [1] - The collaboration focuses on deep cooperation in atomic-level scientific computing power business, leveraging each party's strengths in AI for R&D and computing power center operations [1] Company Developments - Dao's Technology has made significant investments in the AI for R&D sector and plans to establish a large-scale atomic-level scientific computing power center [1] - Gongji Technology is recognized for its capabilities in constructing and operating computing power centers, as well as its understanding of relevant policies and development trends [1] - Chipenson has developed high-speed, low-power consumption servers, which will be integral to the collaboration [1]
道氏技术:与共济科技及芯培森签订战略合作框架协议
Di Yi Cai Jing· 2025-08-07 10:25
Core Insights - The company has signed a strategic cooperation agreement with Gongji Technology and its affiliate Chipenson to collaborate on atomic-level scientific computing capabilities [2] - The partnership aims to establish multiple intelligent computing centers dedicated to atomic-level scientific calculations [2] - Gongji Technology will provide recommendations and optimization plans for the computing centers, while Chipenson will ensure the supply of high-speed computing servers [2]
青海西宁供电为算力中心项目提供电力支撑
Zhong Guo Dian Li Bao· 2025-08-07 06:48
Core Insights - The Qinghai University Artificial Intelligence Innovation Center is set to become the largest computing center among Northwest universities, with an expected computing power of 5 PFLOPS and storage capacity of no less than 20 PB [1] - Xining Power Supply Company has implemented a service standard of "zero errors, zero delays" to support the power supply for the computing center, ensuring reliable electricity [1] - The construction of two new 10 kV power lines, totaling approximately 10 kilometers, was completed in just two weeks to guarantee stable power supply for the center [1] Company Initiatives - Xining Power Supply Company proactively engaged with the project by understanding electricity demands and customizing power supply plans to meet the high reliability requirements of the computing center [1] - The company utilized a combination of online platforms and offline teams to monitor project progress and adjust service strategies in real-time, effectively shortening the electricity service cycle [1] - The company plans to enhance the synergy between computing power layout and power grid planning, as well as the layout of new energy stations, to promote high-quality development in the power and computing sectors [2]
跨界并购,知名A股出手
Zhong Guo Ji Jin Bao· 2025-08-06 07:23
Core Viewpoint - Roman Holdings is acquiring a 39.23% stake in Wutong High-tech, which is involved in computing power solutions, with a profit guarantee of 400 million yuan from 2025 to 2027 [1][4][7] Group 1: Acquisition Details - The acquisition agreement involves Roman Holdings, Wutong Technology, and Wutong High-tech, with the controlling shareholder being Sun Jianming [4] - After the transaction, Roman Holdings will become the largest shareholder of Wutong High-tech, which will be included in its consolidated financial statements [4][8] - Shanghai Bahuang will acquire 5.0455% of Roman Holdings' shares for 183 million yuan, becoming a significant shareholder [6] Group 2: Performance Guarantees - A performance compensation clause is included, requiring Wutong High-tech to achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [7] - If the profit target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation, with Sun Jianming and Luo Jing Investment responsible for any shortfall [7] Group 3: Company Background - Wutong High-tech, established in December 2023, is still in its early development stage and has not yet achieved significant revenue [9][11] - Roman Holdings primarily focuses on landscape lighting and related services, indicating a diversification into a new industry with this acquisition [9] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan [12] - For Q1 2025, the company achieved revenue of 180 million yuan, a 49.44% increase year-on-year, but net profit decreased by 20.68% [12]
跨界并购!知名A股出手
Zhong Guo Ji Jin Bao· 2025-08-06 06:59
Core Viewpoint - Roman Holdings (605289) announced plans to acquire a 39.23% stake in Wutong Gaoxin for a maximum price of 200 million yuan, accompanied by a profit guarantee agreement for a cumulative net profit of 400 million yuan from 2025 to 2027 [1][4] Group 1: Acquisition Details - The acquisition will be funded through the company's own or raised funds, and upon completion, Roman Holdings will become the largest shareholder of Wutong Gaoxin, with the actual control shifting to Sun Jianming and Sun Kaijun [4][8] - The transaction is classified as a related party transaction, as both Wutong Technology (the seller) and Shanghai Bahuang (the buyer) are under the control of the same parent group [7] Group 2: Performance Guarantees - A performance compensation clause is included in the agreement, stipulating that Wutong Gaoxin must achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027; if not met, Wutong Technology and Shanghai Bahuang will be liable for cash compensation [7][8] - Shanghai Bahuang will pledge all 5.5 million shares of Roman Holdings acquired to Sun Jianming and Sun Kaijun as collateral [8] Group 3: Company Background - Wutong Gaoxin, established in December 2023, is primarily engaged in AIDC computing server and cluster solution services, while Roman Holdings focuses on landscape lighting planning, design, and related services [9][11] - Roman Holdings acknowledges a lack of management experience in the relevant industry, indicating potential challenges in operational management and integration capabilities [10] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.70%, but incurred a net loss of 34.84 million yuan, reversing from a profit of 80.54 million yuan in the previous year [12] - For Q1 2025, the company achieved total revenue of 180 million yuan, a year-on-year increase of 49.44%, but net profit decreased by 20.68% to 14.42 million yuan, indicating a situation of "increased revenue without increased profit" [12]
跨界并购!知名A股出手
中国基金报· 2025-08-06 06:55
Core Viewpoint - Roman Co. plans to acquire a 39.23% stake in Wutong High-tech for a maximum price of 200 million yuan, accompanied by a profit commitment agreement for a cumulative net profit of 400 million yuan from 2025 to 2027 [2][6]. Group 1: Acquisition Details - The acquisition will be funded through self-owned or self-raised funds, and after the transaction, Roman Co. will become the largest shareholder of Wutong High-tech, with the actual control shifting to Sun Jianming and Sun Kaijun [6][8]. - The transaction is classified as a related party transaction, as both Wutong Technology and the acquiring party, Shanghai Bahuang, are under the same control group [8][10]. Group 2: Performance Commitment - A performance compensation clause is included in the agreement, stipulating that Wutong High-tech must achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027. If this target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation [8][10]. - As a guarantee, Shanghai Bahuang will pledge all 5.5 million shares of Roman Co. it acquires to Sun Jianming and Sun Kaijun after the share transfer [8][10]. Group 3: Company Background and Financial Performance - Wutong High-tech, established in December 2023, is primarily engaged in AIDC computing server and cluster solution services, while Roman Co. focuses on landscape lighting [10][11]. - Roman Co. reported a revenue of 688 million yuan in 2024, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan, reversing from a profit of 80.54 million yuan in the previous year [11].
罗曼股份盘中跌近7%
Bei Jing Shang Bao· 2025-08-06 02:28
Group 1 - Roman Holdings (罗曼股份) opened with a 5.03% increase but quickly fell, closing with a 6.11% drop at 35.48 CNY per share [1] - The company announced plans to acquire 39.2308% of Shanghai Wutongshu High-tech Co., Ltd. for no more than 200 million CNY [1] - Upon completion of the transaction, Roman Holdings will become the largest shareholder of Wutongshu, with significant control over its board and operations [1] Group 2 - Wutongshu primarily engages in AIDC computing servers and cluster solutions, which differs from Roman Holdings' main business [2] - The acquisition poses integration risks due to the lack of prior experience in the relevant industry for Roman Holdings [2] - The funding for the acquisition will come from self-owned or raised funds, and it is stated that this will not adversely affect the company's existing operations or financial status [2]
罗曼股份: 罗曼股份:关于签署股权收购框架协议暨关联交易的公告
Zheng Quan Zhi Xing· 2025-08-05 16:32
Core Viewpoint - The company plans to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. from Shanghai Wutong Tree Technology Development Co., Ltd. through a cash transaction, which will make the company the largest shareholder of the target company and allow it to control its operations and financial decisions [1][6][20] Group 1: Transaction Overview - The acquisition will be executed through a cash payment, with the total transaction price not exceeding 200 million yuan [15] - The target company, Wutong High-tech, is primarily engaged in AIDC computing server and cluster comprehensive solution services, which is a different industry from the company's main business [20] - The transaction is currently in the planning stage, and the final agreement is subject to due diligence, auditing, and evaluation results [2][22] Group 2: Performance Commitment - The target company has committed to achieving a cumulative net profit of no less than 400 million yuan for the years 2025, 2026, and 2027, after deducting non-recurring gains and losses [2][21] - If the performance commitment is not met, the sellers are obligated to compensate the company in cash, with joint liability for any unpaid amounts [2][5] Group 3: Shareholding and Control - Following the acquisition, the company will appoint three out of five directors to the board of the target company and will have decision-making authority over its operations, personnel, and financial matters [1][6][20] - The company will also ensure that the financial manager of the target company is a person recommended by it [1][6] Group 4: Related Party Transactions - The transaction constitutes a related party transaction due to the common control by Wuchuang Group over both the seller and the buyer [2][10] - The company has confirmed that there were no prior related party transactions with the seller before this transaction [2][8] Group 5: Risk Factors - The target company is newly established, having been founded in December 2023, which presents risks regarding its future profitability and the alignment of the transaction price with its actual value [3][20] - The company faces operational integration risks due to its lack of experience in the target company's industry [20]
罗曼股份(605289.SH)拟取得武桐高新控股权 其主营AIDC算力服务器与集群综合解决方案服务业务
智通财经网· 2025-08-05 15:13
Group 1 - The company plans to acquire 39.2308% equity of Shanghai Wutongshu High-tech Co., Ltd. from Shanghai Wutongshu Technology Development Co., Ltd. in cash, becoming the largest shareholder of the target company [1] - After the acquisition, the company will appoint three-fifths of the board members of the target company and will have decision-making power over its operations, personnel, and financial matters [1] - The target company will be included in the company's consolidated financial statements as a subsidiary [1] Group 2 - Shanghai Bahuang recognizes the company's future prospects and investment value, leading to a share transfer agreement where the controlling shareholder and actual controller will transfer a total of 5.0455% of the company's shares to Shanghai Bahuang [2] - The share transfer agreement will take effect upon the signing of the formal equity transfer agreement related to the acquisition of the 39.2308% equity [2] - The target company primarily engages in AIDC computing power servers and cluster comprehensive solution services, with a performance commitment of no less than 400 million yuan in net profit for the years 2025 to 2027 [3]