Core Viewpoint - Zhongda An Co., Ltd. (300635.SZ) announced a conditional share subscription agreement with Xiamen Jianxi, aiming to issue up to 42.04 million A-shares to raise no more than 366 million RMB, resulting in Xiamen Jianxi becoming the controlling shareholder with a 23.08% stake, changing the actual controller from Jinan Licheng District Finance Bureau to Wang Li [1][4][5]. Group 1 - The share issuance price is set at 8.70 RMB per share, with the funds intended for working capital and debt repayment, which will alleviate operational funding pressure and support future business development [6][7]. - Prior to this issuance, Lihong Dinsen held 10.01% of the shares and controlled 19.13% of the voting rights, which will decrease to 7.70% and 14.72% respectively after the issuance [4][10]. - The new actual controller, Wang Li, leads Beijing Heda Xinli Holdings Group, focusing on new energy and pharmaceuticals, aligning with national "dual carbon" strategies to enhance Zhongda An's business in digitalization and new energy [5][9]. Group 2 - Zhongda An has experienced frequent capital movements, including a failed stock issuance in March 2024 and multiple acquisitions, such as the planned acquisition of 100% of Tongxin Tonghe and 51% of Dinsen New Energy [11][12]. - The company has faced declining financial performance, with revenues fluctuating between 5.47 billion RMB and 7.05 billion RMB from 2020 to 2024, and net profits showing a negative trend for three consecutive years [13]. - The company has a significant goodwill impairment risk, with goodwill values decreasing from 135.77 million RMB in 2022 to 125.70 million RMB in 2024, indicating potential future impacts on operational performance [14].

Core Viewpoint - Zhongda An Co., Ltd. plans to issue up to 42.04 million A-shares to Xiamen Jianxi, raising a maximum of 366 million RMB, resulting in a change of control to Xiamen Jianxi, which will hold 23.08% of the shares and have Wang Li as the actual controller [1][3][4] Group 1: Share Issuance and Control Change - The share issuance will allow Xiamen Jianxi to become the controlling shareholder of Zhongda An, with Wang Li as the new actual controller [3][4] - Prior to this issuance, the controlling stake was held by Licheng Holdings and its partner, with a combined voting power of 19.13%, which will decrease to 14.72% post-issuance [3][4] - The share price for the issuance is set at 8.70 RMB per share, with the total funds raised expected to be used for working capital and debt repayment [4][5] Group 2: Business Strategy and Financial Health - Zhongda An aims to expand its operational scale, enhance market share, and optimize business layout, focusing on high-quality development across various sectors including energy and construction [4][5] - The company has a high debt ratio of 71.05% as of March 31, 2025, indicating reliance on bank loans for financing [5] - The company has experienced fluctuating revenues and net profits from 2020 to 2024, with net profits showing three consecutive years of losses [9] Group 3: Recent Acquisitions and Risks - Recent acquisitions include a 100% stake in Tongxin Tonghe and a 51% stake in Disen New Energy, with significant valuation increases noted [7][8] - The company faces risks related to goodwill impairment, with goodwill values decreasing over the years and potential future impairments impacting financial performance [10]