在IPO"第一审"方面，1 月5 日，北京证券交易所上市委员会将召开2026年第1次审议会议，审议舟山晨 光电机股份有限公司（下称"晨光电机"）的IPO申请；在并购重组"第一审"方面，2026年1月7日，上海 证券交易所并购重组审核委员会将召开2026年第1次并购重组审核委员会审议会议，审议南京化纤 （600889.SH）发行股份购买资产事项。 晨光电机曾因信披问题遭监管警示 沪深北交易所的2026年"第一审"来了。 2026年1月7日，上海证券交易所并购重组审核委员会将召开2026年第1次并购重组审核委员会审议会 议，审议南京化纤（600889.SH）发行股份购买资产事项，这也将是2026年的并购重组"第一审"。 南京化纤前身系国营南京化学纤维厂，成立于1964年。1992年9月，以其主要生产经营性净资产经评估 作价改制设立为股份制企业，1996年3月，在上交所挂牌上市，现控股股东为南京新工投资集团有限责 任公司（下称"新工集团"），最终实际控制人为南京市人民政府国有资产监督管理委员会。 南京化纤此次的重组方案包括重大资产置换、发行股份及支付现金购买资产并募集配套资金。本次交易 前，南京化纤的主营业务为粘胶 ...

Core Viewpoint - Nanjing Chemical Fiber (600889.SH) announced a major asset restructuring plan, which involves divesting its chemical fiber business and acquiring 100% equity of Nanjing Process Equipment Manufacturing Co., thereby shifting its main business focus to the research, production, and sales of rolling functional components [1] Group 1: Asset Disposal and Impairment - The company has recognized impairment losses of 32.6 million yuan, 77.3 million yuan, and 266.2 million yuan for the years 2022 to 2024, respectively, raising questions about potential financial manipulation [2] - The impairment is primarily attributed to price declines in lyocell fibers, viscose staple fibers, and PET structural core materials, leading to signs of impairment in raw materials and finished products [2] - An asset appraisal revealed a book value of 557.4 million yuan and a reassessed value of 729.3 million yuan, with the increase mainly due to land use rights in Nanjing [2] Group 2: Debt Management - Zijin Trust has agreed to a loan of 198.7 million yuan, while remaining debts will be guaranteed by the controlling shareholder, ensuring no substantial obstacles at the time of transaction completion [3] - Historical guarantees provided to subsidiaries will be fully released or waived by creditors before asset transfer [3] Group 3: Asset Acquisition and Valuation - The transaction will transform the company's main business from traditional chemical fibers to rolling functional components, with Nanjing Process Equipment holding a leading market share in China for nine consecutive years [4] - Nanjing Process Equipment is projected to achieve revenues of 3.12 billion yuan and a net profit of 260 million yuan in 2024, with a significant portion of revenue coming from CNC machine tools [4] - The appraisal of Nanjing Process Equipment shows a book net asset of 1.031 billion yuan and a reassessed value of 1.607 billion yuan, indicating a 55.89% increase [4] Group 4: Financing and Regulatory Approval - The company plans to raise up to 500 million yuan through financing, with a share price set at 4.57 yuan, corresponding to 191.7 million shares [5] - The controlling shareholder's stake will decrease from 35.42% to 26.18%, but they will maintain control [5] - Approval from the Jiangsu Provincial State-owned Assets Supervision and Administration Commission has been obtained, but final approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission is still pending [5]

Core Viewpoint - Nanjing Chemical Fiber aims to achieve a turnaround from losses to profits through a strategic asset restructuring, which involves the acquisition of 100% of Nanjing Craft Equipment Manufacturing Co., Ltd. and a shift in its main business focus to the research, production, and sales of rolling functional components [2][8]. Transaction Overview - The transaction consists of three main components: significant asset replacement, issuance of shares and cash payment for asset acquisition, and fundraising for supporting funds [4][5]. - Nanjing Chemical Fiber plans to replace assets valued at 729 million yuan with assets worth 1.607 billion yuan, resulting in a difference of 877 million yuan to be paid through share issuance and cash [4][5]. - The company intends to raise up to 500 million yuan from no more than 35 specific investors, with a minimum subscription of 100 million yuan from the new industrial group [4][5]. Financial Impact - Before the transaction, Nanjing Chemical Fiber's main business was producing viscose staple fiber and other products, which faced continuous losses. The company reported net losses of 177 million yuan, 185 million yuan, and 449 million yuan over the past three years, totaling over 800 million yuan [8][10]. - Post-transaction projections indicate a decrease in revenue from 663 million yuan to 497 million yuan, but a shift from a net loss of 449 million yuan to a profit of 410 million yuan, indicating a successful turnaround [10]. - Key financial metrics post-transaction show total assets increasing by 2.90%, total liabilities decreasing by 53.31%, and equity attributable to shareholders rising by 144.44% [12]. Strategic Rationale - The urgency for transformation stems from the traditional business's ongoing losses, while the rolling functional components industry is experiencing growth and presents significant market opportunities [8][13]. - The restructuring is seen as a move towards enhancing sustainable profitability and development potential, aligning with national strategic goals [8][13]. - The transaction is expected to mitigate potential delisting risks for Nanjing Chemical Fiber by replacing underperforming assets with high-potential ones [13].