备受市场关注的*ST宇顺（002289.SZ）重大资产重组距离落地只差"临门一脚"。 据Wind数据，2025年A股市场共有10家ST公司启动重大资产重组。无论从交易总价值还是现金交易体量来看，*ST宇顺的此次交易都是当下ST公司正在进行 的最大规模收购。作为A股全市场的标杆重组案例，不少市场观察者将*ST宇顺的收购进展视作监管对于该类型重组态度的风向标。 根据此次披露的公告，*ST宇顺目前已召开董事会并已定下召开临时股东大会的时间。*ST宇顺表示，此次交易尚需履行的程序包括相关议案获得上市公司 股东大会审议通过；法律法规及监管部门等要求的其他可能涉及的批准、核准或同意。 大股东掏出17亿元现金力挺重组 相比一个多月前披露的收购草案，*ST宇顺在此次披露的草案修订稿中重点更新了详尽的资金安排。 据*ST宇顺披露的《支付现金购买资产协议》：此次交易总对价为33.5亿元。按计划，该33.5亿元对价将分为两期，以现金支付。 其中，第一期暂存交易价款为总交易对价的10%，即3.35亿元；第二期暂存交易价款为总交易对价的90%，即30.15亿元，双方约定交割前事项均完成且不晚 于10月31日，由上市公司全额向监管账户支 ...

Core Viewpoint - *ST Yushun (002289.SZ) has become a market focus due to a significant acquisition proposal worth 3.35 billion yuan, aimed at acquiring 100% equity of three companies that constitute the "Beijing Fangshan Zhong'en Cloud Data Center" [1] Group 1: Acquisition Details - The acquisition involves three companies: Beijing Shenhui Biyuan Cloud Computing Technology Co., Ltd., which holds land and property rights; Zhong'en Cloud (Beijing) Data Technology Co., Ltd., which owns core infrastructure; and Zhong'en Cloud (Beijing) Data Information Technology Co., Ltd., which holds a key operating license [1] - The projected revenues for these companies are 735 million yuan, 815 million yuan, and 218 million yuan for the years 2023, 2024, and the first quarter of 2025, respectively, with net profits of approximately 94.78 million yuan, 173 million yuan, and 44.91 million yuan [1] Group 2: Seller and Asset Valuation - The seller is controlled by Gaw Capital Partners, a well-known international real estate private equity fund, and the core asset was sold to them for 463 million yuan five years ago [3] - The asset's valuation has surged due to the scarcity of data center resources in Beijing, where new constructions are heavily restricted [4] Group 3: Client Dependency and Risks - The target companies derive 100% of their revenue from a single client, referred to as "Internet Client A," raising concerns about the stability and credit risk associated with this client [4] - The contract with this client allows for termination with a 90-day notice after the seventh year, introducing uncertainty into the revenue stream [4] Group 4: Financial Condition of *ST Yushun - *ST Yushun has reported a net loss of 17.57 million yuan for 2024, with a negative cash flow of approximately 40.12 million yuan [5] - The company’s financial situation raises questions about the source of funds for the acquisition, particularly a promised 1.7 billion yuan loan from its controlling shareholder, Shanghai Fengwang, which has negative net assets and zero revenue [6][7] Group 5: Corporate Governance and Risk Management - The governance structure of *ST Yushun has undergone significant changes, including a board restructuring that faced legal challenges, and the hiring of a new accounting firm to mitigate audit risks [8] - Key individuals in the company are also linked to another listed company, Jiao Da Ang Li (600530.SH), indicating potential conflicts of interest [8]