引言 高乐股份（002348）12月2日发布公司控股股东、实际控制人拟发生变更的提示性公告，指出该公司的控股股东将从华统集团有限公司（下称"华统集 团"）变更为北京黎曼云图科创有限公司（下称"黎曼云图"），公司实际控制人则将由朱俭勇、朱俭军变更为王帆。 这已经是高乐股份第二次"易主"了。作为老牌玩具上市公司，高乐股份原本的控股股东为兴昌塑胶五金厂有限公司，实际控制人为杨氏家族。2022年11 月，华统集团以协议转让的方式获得了高乐股份13260.80万股无限售流通股份，成为了企业的实际控股股东。如今过去仅3年，华统集团便将所持股份再 度转让，且受让方仅成立9个月。 ▍来源：中外玩具网 文/编辑：Iris/Jane/Salas 首度易主刚满三年 高乐股份创办于20世纪80年代末，并于2010年2月在深交所中小板上市，是较早角逐资本市场的代表企业之一。该公司以玩具为主营业务，同时不断拓展 其他业务类型，比如互联网教育、塑料制品等。 2022年底，高乐股份发布公司控股股东、实际控制人拟发生变更的提示性公告，指出华统集团通过协议转让方式受让兴昌塑胶五金厂有限公司持有的高乐 股份13260.80万股无限售流通股份，占公 ...

Core Viewpoint - Gaole Co., Ltd. is undergoing a potential change in control as its largest shareholder, Huadong Group, is planning to transfer its shares or delegate voting rights, leading to a suspension of trading from November 25 for up to two trading days [1][3]. Company Overview - Gaole Co., Ltd. was established in October 1989 and is headquartered in Puning, Guangdong. It was one of the first toy companies to be listed in China, successfully going public on the Shenzhen Stock Exchange in 2010 [6]. - The company primarily operates in two business segments: toys and internet education. Its toy business includes the "GOLDLOK" brand and a complete industrial system covering R&D, design, mold manufacturing, production, and sales [5][6]. Recent Developments - On November 24, prior to the suspension announcement, Gaole's stock price surged to 4.81 yuan per share, marking a 10.07% increase, with a market capitalization of 4.556 billion yuan and a trading volume of 1.26 billion yuan [3]. - Huadong Group, which acquired control of Gaole three years ago, is now considering exiting this investment, indicating a potential shift in strategic focus [4][9]. Financial Performance - Gaole has faced continuous financial challenges, reporting losses for nearly seven consecutive years. The net losses for 2022, 2023, and 2024 are projected at 83.63 million yuan, 61.98 million yuan, and 57.30 million yuan, respectively [9]. - For the first three quarters of the current year, Gaole reported a revenue of 226 million yuan, a year-on-year increase of 10.06%, but still incurred a net loss of 11.67 million yuan [9]. Shareholder Dynamics - The second-largest shareholder, Yang Guangcheng, holds a 6.15% stake and is also the company's vice general manager [5]. - The ownership structure has become more fragmented, with recent share acquisitions by other investors, adding uncertainty to the control change process [14]. Strategic Challenges - The initial strategic intent of Huadong Group to leverage Gaole's toy business for diversification into solid-state battery projects has not materialized effectively, leading to a reassessment of the investment [9][12]. - The lack of progress in the battery project and ongoing operational difficulties in Gaole's core business have prompted Huadong Group to consider exiting the investment [9][12].

Core Viewpoint - The largest shareholder of Gaole Co., Ltd. is planning to transfer its shares or delegate voting rights, which may lead to a change in control of the company [2]. Group 1: Shareholder Changes - On January 24, Gaole Co., Ltd. announced that its largest shareholder, Huadong Group, is planning to transfer its shares or delegate voting rights, potentially resulting in a change of control [2]. - The company's stock was suspended from trading starting November 25, 2025, due to this significant announcement, with an expected suspension period of no more than two trading days [3]. Group 2: Stock Performance - Prior to the suspension, on November 24, Gaole Co., Ltd. saw its stock price hit the daily limit up, closing at 4.81 yuan per share, reflecting a 10.07% increase, with a market capitalization of 4.556 billion yuan [5]. Group 3: Historical Context - Huadong Group became the controlling shareholder of Gaole Co., Ltd. in November 2022 through a share transfer and voting rights delegation, acquiring 133 million shares (14% of total shares) and additional voting rights for 73.31 million shares (7.74% of total shares), totaling 21.74% voting rights [8][11]. - The group had previously planned to increase its stake to 33.85% through a private placement, but this plan was not executed [11]. Group 4: Business Transformation Challenges - Huadong Group, established in 2003, has a background in the feed industry and has expanded into a full industry chain covering pig farming, slaughtering, and meat processing. In contrast, Gaole Co., Ltd. primarily operates in the toy and internet education sectors [13]. - The company had announced plans to leverage Huadong Group's technology to transform its business, including a strategic cooperation agreement to invest approximately 2 billion yuan in a 2GWh solid-state battery project in Yiwu [13]. - However, as of September this year, there has been no substantial progress on the battery project, and the company has not generated any revenue from this sector [14]. Group 5: Financial Performance - Gaole Co., Ltd. has faced ongoing financial difficulties, reporting a net loss for six consecutive years since 2019. In the first three quarters of this year, the company achieved a revenue of 226 million yuan, a year-on-year increase of 10.06%, but still reported a net loss of 11.67 million yuan [15].

Core Viewpoint - Both Weiling Co., Ltd. and Gaole Co., Ltd. announced plans for a change in control, leading to a trading suspension on November 25, 2025, after both companies' stocks hit the daily limit up on November 24, 2025. The market is closely watching whether these changes can improve the companies' poor financial performance over the past two years [1]. Weiling Co., Ltd. - Weiling Co., Ltd. announced that its controlling shareholder, Shanghai Lingyi New Materials Co., Ltd., and actual controller Huang Da are planning to transfer 7.76% of the company's shares, totaling 2,023,800 shares [2]. - Following the share transfer, the acquirer will become the largest shareholder, potentially leading to a change in control or a situation with no actual controller [3]. - The company primarily focuses on the new energy lithium battery materials industry, including lithium ore selection, lithium salt processing, and smelting. In the first three quarters of 2025, it reported total revenue of 213 million yuan, a decrease of 53.88% year-on-year, and a net profit attributable to shareholders of -13.05 million yuan, a reduction in losses of 99.78 million yuan compared to the same period last year [3]. Gaole Co., Ltd. - Gaole Co., Ltd. announced that its largest shareholder, Huadong Group Co., Ltd., is planning to transfer its shares or delegate voting rights, which may lead to a change in control. The stock will be suspended from trading starting November 25, 2025, with an expected suspension period of no more than two trading days [5]. - The company operates in two main business segments: toys and internet education. The toy segment includes the "GOLDLOK" brand and a complete industrial system covering R&D, design, mold manufacturing, production, and sales. The internet education segment focuses on promoting educational informationization and smart campus construction [7]. - In the first three quarters of 2025, Gaole Co., Ltd. achieved total revenue of 226 million yuan, a year-on-year increase of 10.06%, and a net profit attributable to shareholders of -11.67 million yuan, a reduction in losses of 22.57 million yuan compared to the same period last year [7].

Core Insights - Both Weiling Co., Ltd. and Gaole Co., Ltd. announced potential changes in control on November 24, leading to a trading halt on November 25 [2][11] - The market is closely watching whether the change in ownership can improve the struggling business performance of both companies [4] Weiling Co., Ltd. - Weiling Co., Ltd. plans to transfer 7.76% of its shares, amounting to 2,023,380 shares, from its controlling shareholder Shanghai Lingyi New Materials Co., Ltd. [5][6] - The company reported a total revenue of 213 million yuan for the first three quarters of 2025, a decrease of 53.88% year-on-year, with a net loss of 13.05 million yuan, which is a reduction in losses compared to the previous year [9] - Due to a pledge default, the controlling shareholder's stake was reduced from 18.52% to 13.01% after a judicial auction in 2024 [9] Gaole Co., Ltd. - Gaole Co., Ltd.'s major shareholder, Huadong Group Co., Ltd., is planning to transfer its shares or delegate voting rights, which may lead to a change in control [10][11] - The company reported a total revenue of 226 million yuan for the first three quarters of 2025, an increase of 10.06% year-on-year, with a net loss of 11.67 million yuan, which is a reduction in losses compared to the previous year [13] - The company has experienced significant management turnover, with several executives resigning in recent months, indicating potential instability [13]