重要新闻提示 国家发展改革委和市场监管总局发布《关于治理价格无序竞争维护良好市场价格秩序的公告》 照明龙头时空科技：筹划重大资产重组，公司股票10月9日起停牌 牧原股份：2025年半年度每10股派9.3元，分红总额50.02亿元 今日提示 北交所新股奥美森（920080）今日上市 央行公开市场今日有6000亿元14天期逆回购到期 国家统计局今日公布流通领域重要生产资料市场价格变动情况 中央国债登记结算有限责任公司、全国银行间同业拆借中心今日将联合推出集中债券借贷业务 第13届中国移动全球合作伙伴大会将于10月10日—12日举办 2025中国国际电池应用大会暨第三届中国国际新型储能发展峰会10月10日—12日在深圳举办 财经新闻 1. 10月9日，中国人民银行以固定利率、数量招标方式开展6120亿元7天期逆回购操作。由于当日有 20633亿元逆回购到期，实现净回笼14513亿元。从逆回购到期情况看，10月10日还有6000亿元逆回购到 期，本周逆回购到期量合计为2.66万亿元。为保持银行体系流动性充裕，央行在国庆假期后首个工作日 开展10月首次买断式逆回购操作。 2. 10月9日，国家发展改革委和市场监管总局发 ...

公 司 研 究 / 建 筑 装 饰 / 证 券 研 究 报 告 罗曼股份（605289）深度研究 拟收购武桐树布局智算中心千亿市场， AIDC 新星冉冉升起 2025 年 09 月 30 日 【投资要点】 挖掘价值 投资成长 增持（维持） 东方财富证券研究所 证券分析师：王翩翩 证书编号：S1160524060001 证券分析师：郁晾 证书编号：S1160524100004 相对指数表现 -30% 8% 46% 84% 122% 160% 2024/9 2025/3 2025/9 罗曼股份 沪深300 | 基本数据 | | | --- | --- | | 总市值（百万元） | 7,498.63 | | 流通市值（百万元） | 7,452.54 | | 52 周最高/最低（元） | 68.79/20.17 | | 52 周最高/最低（PE） | -214.97/-63.03 | | 52 周最高/最低（PB） | 6.00/1.76 | | 52 周涨幅（%） | 241.05 | | 52 周换手率（%） | 10.74 | 注：数据更新日期截止 2025 年 09 月 29 日 相关研究 《毛利率及减值影响 ...

Core Viewpoint - Roman Co. has received a regulatory inquiry from the Shanghai Stock Exchange regarding its plan to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for 196 million yuan, which has raised significant market attention due to a staggering valuation increase of 1687.42% [1][2]. Group 1: Acquisition Details - The acquisition involves a cash payment of 196 million yuan for a stake in Wutong High-tech, a company established in December 2023, which operates in a completely different industry from Roman Co.'s main business of landscape lighting [1][2]. - Wutong High-tech reported a revenue of 32.941 million yuan and a net loss of 1.0857 million yuan for 2024, despite promising a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [2]. - The valuation of Wutong High-tech was assessed at 513 million yuan using the income approach, resulting in a value increase of 484 million yuan compared to its book value [2]. Group 2: Risks and Concerns - The company has acknowledged several risks associated with the acquisition, including integration risks due to a lack of experience in the relevant industry [3]. - There is a significant risk of goodwill impairment, as the acquisition will create a large amount of goodwill on the balance sheet, which could negatively impact profits if the acquired company performs poorly [3]. - The ability to meet performance commitments is also in question, given Wutong High-tech's small business scale and low market share, which may hinder its ability to achieve expected revenues amid economic fluctuations [3]. - The performance compensation commitment from the guarantor, Shanghai Bahuang, is uncertain as it was established recently and has not completed capital contributions [3]. - The transaction structure is complex, involving "performance betting + share pledge," with Wutong's related party acquiring 5.04% of Roman Co.'s shares for 183 million yuan, pledged as performance compensation guarantee [3].

Core Viewpoint - Roman Co. has received a regulatory inquiry from the Shanghai Stock Exchange regarding its plan to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for 196 million yuan, which values the company at 513 million yuan, reflecting a staggering appreciation rate of 1687.42% [1][2]. Group 1: Acquisition Details - The acquisition involves a high premium, as Roman Co. operates in the landscape lighting sector while Wutong High-tech is engaged in AIDC computing infrastructure integration services, indicating a significant industry divergence [2]. - Wutong High-tech, established only 20 months ago, reported a revenue of 32.941 million yuan and a net loss of 1.0857 million yuan for 2024, raising concerns about its financial viability [2]. - Despite its modest historical performance, Wutong High-tech has committed to achieving a cumulative net profit of no less than 400 million yuan from 2025 to 2027, which contrasts sharply with its current earnings [2]. Group 2: Risks and Concerns - Roman Co. has highlighted several risks associated with the acquisition, including integration challenges due to a lack of relevant industry management experience [3]. - The potential for goodwill impairment is significant, as the acquisition will create a large amount of goodwill on the balance sheet, which could adversely affect profits if Wutong High-tech's performance deteriorates [3]. - The risk of not meeting performance commitments is also a concern, given Wutong High-tech's small business scale and low market share, which could be impacted by macroeconomic fluctuations or changes in industry policy [3]. - The ability of the guarantor, Shanghai Bahuang, to fulfill its performance compensation commitments is uncertain, as it was only established recently and has not completed its capital contributions [3]. Group 3: Transaction Structure - The transaction is complex, involving a "performance betting + share pledge" structure, where Wutong's affiliates will acquire 5.04% of Roman Co. for 183 million yuan and pledge it as a performance compensation guarantee [4]. - Regulatory authorities have requested clarification on the basis and reasonableness of the performance commitments, as well as any potential conflicts of interest among the parties involved in the transaction [4].

Core Viewpoint - The company, Haosai, is navigating challenges in infrastructure and real estate investment while focusing on its "Smart+" strategy, emphasizing smart lighting and green energy for sustainable growth by mid-2025 [1][2]. Group 1: Business Strategy - Haosai has established a dual-driven strategy with "Three Smart One Network" and "Haonenghui New Energy," focusing on smart lighting, smart cultural tourism, and smart urban areas, leveraging digital technology to create a digital twin integration network platform [2][4]. - The company aims to enhance urban cultural connotations through innovative technology, continuously developing benchmark projects in the landscape lighting sector [2][6]. Group 2: Financial Performance - In the first half of 2025, Haosai reported revenue of 158 million yuan, with a significant decline in net profit compared to the same period last year [2]. - The company has invested 14.9765 million yuan in R&D during the reporting period, marking a 3.66% increase year-on-year [5]. Group 3: Project Highlights - Haosai successfully illuminated the "Most Beautiful Night Expo Garden" and showcased the "Most Beautiful Hometown" light show at the Beijing International Tourism Resort [3]. - The company has secured key lighting engineering projects, including the Jiangling River Road Engineering and the Tianjin Station Square landscape lighting project [3]. Group 4: New Energy Initiatives - Haonenghui New Energy, a wholly-owned subsidiary, is capitalizing on the "dual carbon" strategy by focusing on differentiated competition in the heavy-duty truck charging and swapping sector [4][5]. - The subsidiary has established strategic cooperation for new energy heavy truck charging and hydrogen stations, aiming to develop a low-carbon transportation system [4]. Group 5: Innovation and R&D - Haosai has a total of 180 patents and 72 copyrights, actively participating in the formulation of national standards, including four international standards [5]. - The company emphasizes collaborative research with universities and research institutions to enhance its R&D capabilities, which is seen as a core competitive advantage [5][6]. Group 6: Market Position and Future Outlook - As a leading player in the domestic landscape lighting sector, Haosai's strong technological innovation capabilities support its project undertakings [6]. - With the advancement of the "dual carbon" goals and the recovery of cultural tourism consumption, Haosai is expected to leverage its technological foundation and industry collaborations for value release in the next industrial cycle [6].

Core Viewpoint - The report highlights a significant decline in the company's financial performance for the first half of 2025, with a 46.60% decrease in revenue and a net loss of 33.71 million yuan, indicating challenges in the lighting and new energy sectors due to macroeconomic conditions and increased competition [2][8][12]. Company Overview and Financial Indicators - The company, HES Technology Group Co., Ltd., is listed on the Shenzhen Stock Exchange under the stock code 002963 [2]. - The total revenue for the reporting period was 158.06 million yuan, down from 296.02 million yuan in the same period last year [2]. - The net profit attributable to shareholders was -33.71 million yuan, a decrease of 538.56% compared to the previous year [2]. - The company reported a basic and diluted earnings per share of -0.22 yuan, reflecting a 540% decline [2]. Business Operations - The company operates under a "Smart+" strategic layout, focusing on three main business segments: smart lighting, smart tourism, and smart city solutions, supported by its subsidiary in new energy [8][12]. - The smart lighting segment integrates modern information technology and aims to enhance urban environments through innovative lighting solutions [8][12]. - The smart tourism segment leverages VR, AR, and AI technologies to create immersive cultural experiences, contributing to the growth of nighttime tourism [4][10]. - The smart city segment utilizes advanced technologies to support urban renewal and digital transformation, enhancing the quality of urban life [5][11]. Industry Development - The lighting industry is experiencing a downturn due to a slowdown in macroeconomic growth and reduced investment in real estate, with a reported 11.2% decline in real estate development investment [8][9]. - The urbanization process and government policies are expected to drive growth in the lighting sector, with initiatives aimed at enhancing urban environments and promoting sustainable development [9][10]. - The new energy sector is rapidly expanding, with significant growth in the sales of new energy vehicles and charging infrastructure, supported by government policies promoting green energy [12][13]. Competitive Advantages - The company holds the highest industry qualifications in lighting engineering, which enhances its competitive edge in large-scale projects [15][20]. - The company emphasizes quality management and has established a strong brand reputation in the market, recognized for its design and construction quality [20][21]. - The company invests heavily in research and development, holding numerous patents and participating in the formulation of industry standards, which strengthens its technological capabilities [18][21]. Recent Developments - The company has successfully secured several key projects, including innovative nighttime tourism initiatives and significant lighting engineering contracts [16][17]. - The new energy subsidiary has formed strategic partnerships to advance green energy solutions and has been recognized as a leading brand in the charging and swapping industry [17][18]. - The company is committed to enhancing its governance structure and compliance management to ensure sustainable growth [19].

Core Viewpoint - Roman Holdings plans to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. for up to 200 million RMB, aiming to gain control of the company, which has seen its valuation soar 18 times in just nine months [2][3][13]. Group 1: Acquisition Details - The acquisition price of up to 200 million RMB implies a maximum valuation of 510 million RMB for Wutong Technology, which was valued at only 26 million RMB during its angel round financing less than two years ago [3][4]. - Roman Holdings has set multiple safeguards for this acquisition, including a performance commitment of no less than 400 million RMB in net profit over three years, and a compensation mechanism involving the controlling shareholder [2][12]. Group 2: Company Background - Wutong Technology, established in December 2023, focuses on AIDC computing power servers and integrated solutions, and is a subsidiary of Wuchuang High-tech Group, which is backed by several universities [4][5]. - The company has launched several AI computing products, including the "Tongxin" general computing card and "Qingluan" integrated workstation, positioning itself as a leader in AI computing equipment development in China [5][12]. Group 3: Roman Holdings' Business Context - Roman Holdings has previously attempted to diversify into the metaverse and renewable energy sectors since its listing in 2021, but these ventures have not met market expectations [2][13]. - The company reported a revenue of 687 million RMB and a net loss of 34.84 million RMB in 2024, marking its second loss since going public, attributed to weak main business growth and high accounts receivable [13][14].

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]

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]

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].