（文章来源：证券日报） 证券日报网讯 12月19日晚间，汇金股份发布公告称，截至本公告披露日，公司及控股子公司累计审批 的对合并报表范围内子公司的担保额度为25000万元人民币，占公司最近一期经审计净资产的 164.02%；截至本公告披露日，公司对合并报表内子公司提供担保总余额为800万元人民币，占公司最 近一期经审计净资产的5.25%。公司对合并报表外单位提供的担保余额为25233.05万元，主要为转让重 庆云兴网晟科技有限公司51%股权后被动形成的对外担保，占公司最近一期经审计净资产的165.55%， 公司无逾期对外担保和涉及诉讼担保的情形。 ...

本报记者张晓玉 对于本次交易的意义，汇金股份在公告中表示，预计公司业务规模和盈利水平将得到提升，进一步增强 公司经营抗风险能力，提升公司整体资产质量和核心竞争力。 12月19日晚间，河北汇金集团股份有限公司(以下简称"汇金股份（300368）")发布重大资产重组计划进 展，披露其拟现金收购库珀新能20%股份并实现控股的交易正有序推进。 今年8月份，汇金股份宣布拟以现金方式收购库珀新能20%股份，同时通过表决权委托或让渡方式获得 不少于31%表决权，从而实现对库珀新能不低于51%表决权的控制。交易完成后，库珀新能将成为汇金 股份的控股子公司，纳入合并报表范围。 中国企业联合会特约研究员胡麒牧在接受《证券日报》记者采访时表示，此番收购是汇金股份谋求转型 的关键一招。新能源赛道前景广阔，库珀新能主营储能业务，与汇金股份现有业务存在协同空间。通过 股权受让+表决权安排，既控制了标的公司，又规避了直接控股的高成本，是典型"轻资产"转型策略。 汇金股份表示，截至此次公告披露日，公司及相关各方积极推进本次交易整体工作进程。目前，本次交 易所涉及的尽职调查、审计、评估等各项工作正在推进中，同时各方正在就交易细节、协议条款等事 ...

每经AI快讯，汇金股份（SZ 300368，收盘价：14.58元）12月19日晚间发布公告称，截至本公告披露 日，公司及控股子公司累计审批的对合并报表范围内子公司的担保额度为2.5亿元人民币，占公司最近 一期经审计净资产的164.02%；截至本公告披露日，公司对合并报表内子公司提供担保总余额为800万 元人民币，占公司最近一期经审计净资产的5.25%。公司对合并报表外单位提供的担保余额约为2.52亿 元，主要为转让重庆云兴网晟科技有限公司51%股权后被动形成的对外担保，占公司最近一期经审计净 资产的165.55%，相关对外担保事项已经公司2023年11月3日召开的第五届董事会第十次会议及第五届 监事会第七次会议审议通过，并经公司2023年11月20日召开的第六次临时股东大会审议通过。 每经头条（nbdtoutiao）——海南封关首日直击：为中国探路，全球最大自贸港如何重塑开放边界？ （记者 王晓波） 2025年1至6月份，汇金股份的营业收入构成为：制造业占比61.92%，信息化综合解决方案业务占比 38.08%。 截至发稿，汇金股份市值为77亿元。 ...

Core Viewpoint - The company has appointed Fan Zonghui as the new Vice President and Secretary of the Board, effective immediately following the board's approval [1] Group 1: Appointment Details - The fifth session of the company's board of directors approved the appointment of Fan Zonghui [1] - Fan Zonghui's term will last until the end of the current board's term [1] Group 2: Professional Background - Fan Zonghui has held various significant positions in the investment banking sector, including roles at Haitong Securities, Minsheng Securities, Xiangcai Securities, Pacific Securities, Huaxi Securities, and Shenwan Hongyuan Securities [1] - His experience includes serving as a project manager, business director, and general manager in different investment banking departments [1]

Core Viewpoint - Guoao Technology (300551.SZ) is actively advancing its transaction plans, but significant uncertainties remain, leading to an extension of its stock suspension until at least December 10, 2025 [1] Group 1 - The company is currently in negotiations regarding its transaction plans, which are still under discussion [1] - Due to the uncertainties surrounding the transaction, the company anticipates that it will not resume trading on December 10, 2025, as previously expected [1] - To ensure fair information disclosure and protect investor interests, the company has applied for an extension of its stock suspension, which is expected to last no more than three trading days [1]

Core Viewpoint - The announcement reveals that the controlling shareholder and actual controller of the company, Yang Wenjiang, has pledged 14.4 million shares, which represents 13.84% of his total shareholding and 1.89% of the company's total share capital. The pledge is intended for debt repayment and daily operational turnover [1] Summary by Relevant Categories Shareholder Actions - Yang Wenjiang has pledged 14.4 million shares of the company [1] - This pledge accounts for 13.84% of his total shareholding [1] - The pledged shares represent 1.89% of the company's total share capital [1] Purpose of Pledge - The purpose of the share pledge is to repay debts and for daily operational turnover [1] Pledge Details - The start date of the pledge is November 17, 2025 [1]

Group 1 - The core point of the article is that Huijin Co., Ltd. reported a significant decline in both revenue and net profit for the third quarter and the first three quarters of the year [1] Group 2 - For the third quarter, the company's revenue was 31.98 million yuan, a year-on-year decrease of 18.89% [1] - The net profit for the third quarter was a loss of 16.16 million yuan, representing a decline of 158.11% [1] - For the first three quarters, the total revenue was 113 million yuan, down 29.52% year-on-year [1] - The net profit for the first three quarters was a loss of 51.63 million yuan, which is a decrease of 77.33% [1]

Group 1 - The company, Huijin Co., stated that the losses of its subsidiaries and affiliated companies are primarily due to multiple factors including macroeconomic conditions, industry competition, and market environment [2] - To ensure stable cash flow, the company plans to implement a series of measures such as enhancing daily management of accounts receivable and inventory, improving capital allocation efficiency, and actively exploring diversified financing channels [2]

Core Viewpoint - Hebei Huijin Group Co., Ltd. plans to acquire a 20% stake in Cooper New Energy Co., Ltd. through cash payment, which will make Cooper New Energy a subsidiary of Huijin Group after the transaction is completed, constituting a major asset restructuring [1][3]. Group 1: Acquisition Details - The acquisition involves Huijin Group acquiring 20% of Cooper New Energy, with the assurance that Huijin will maintain at least 51% voting rights in the company [1]. - Cooper New Energy, established in 2011, focuses on the research, production, and sales of internal equipment for wind power towers and intelligent equipment for wind power construction [3][4]. Group 2: Financial Performance of Cooper New Energy - Cooper New Energy's revenue for 2022, 2023, and 2024 is projected to be 445 million, 405 million, and 391 million respectively, with net profits of 18 million, 41 million, and 51 million [4]. - In the first half of 2023, Cooper New Energy reported sales of 122 million, a year-on-year decrease of 16.92%, but net profit increased by 22.85% to approximately 15 million [5]. Group 3: Huijin Group's Financial Performance - Huijin Group's revenue from 2020 to 2024 shows a decline from 1.359 billion to 183 million, with net profits dropping from 123 million to a loss of 294 million [8]. - The company has faced continuous losses for three years and has been involved in financial misconduct, including a false profit report in 2021 [10][11]. Group 4: Historical Context and Strategy - Since its listing in 2014, Huijin Group has pursued aggressive acquisitions to boost performance, but many of these acquisitions have not met expectations, leading to significant goodwill impairment losses [12][14]. - Despite past challenges, Huijin Group remains committed to using acquisitions as a strategy to enhance performance and competitiveness [14].

Financial Performance - The company's total revenue for the first half of 2025 was 80.94 million yuan, a decrease of 32.99% year-on-year [1] - The net profit attributable to shareholders was -35.46 million yuan, an increase of 37.71% year-on-year [1] - In Q2 2025, total revenue was 54.68 million yuan, an increase of 7.44% year-on-year, while the net profit attributable to shareholders was -21.40 million yuan, an increase of 48.33% year-on-year [1] Key Financial Ratios - The gross profit margin was 20.17%, a decrease of 46.65% year-on-year [1] - The net profit margin was -49.90%, an increase of 1.95% year-on-year [1] - The total of selling, administrative, and financial expenses was 35.84 million yuan, accounting for 44.29% of revenue, a decrease of 30.32% year-on-year [1] Balance Sheet Highlights - The company's accounts receivable accounted for 79.99% of the latest annual revenue [1] - Cash and cash equivalents decreased by 46.87% year-on-year to 28.99 million yuan [1] - Interest-bearing liabilities decreased by 65.19% year-on-year to 9.51 million yuan [1] Historical Performance - The company's historical return on invested capital (ROIC) has been weak, with a median of 4.85% over the past 10 years [3] - The worst year for ROIC was 2024, at -48.4%, indicating extremely poor investment returns [3] - The company has reported losses in 4 out of the 10 years since its IPO, suggesting a generally unfavorable investment outlook [3]