北京商报讯（记者 王蔓蕾）1月28日晚间，科达制造（600499）披露重组预案，公司股票将于1月29日 起复牌。 预案显示，科达制造拟通过发行股份及支付现金的方式购买特福国际51.55%股权，同时拟向不超过35 名特定投资者发行股份募集配套资金。本次交易构成关联交易、预计构成重大资产重组、预计不构成重 组上市。 科达制造表示， 本次交易前，上市公司主要业务为建筑陶瓷机械及海外建材的生产和销售，战略投资 以蓝科锂业为主体的锂盐业务，另有锂电材料及装备、液压泵、智慧能源等培育业务。标的公司为上市 公司控股子公司，是上市公司海外建材业务板块的主要经营主体。本次交易完成后，标的公司将由上市 公司控股子公司变为全资子公司。本次交易不会导致上市公司主营业务发生变化。 ...

Core Viewpoint - Keda Manufacturing's Q3 report shows significant growth in performance, raising questions about whether it is a worthy investment, especially given concerns about internal governance and potential insider exploitation [1][2]. Financial Performance - The company reported Q3 revenue of 12.605 billion, a year-on-year increase of 47.19%, and a net profit attributable to shareholders of 1.149 billion, up 63.49%. The operating cash flow net amount reached 1.560 billion, a staggering increase of 65 times [2]. - For Q3 alone, revenue was 4.417 billion, reflecting a 43.89% year-on-year growth, while net profit was 404 million, up 62.65% [2]. Governance Issues - Keda Manufacturing has been accused of internal exploitation, with findings from the China Securities Regulatory Commission revealing issues such as off-the-books payments and improper salary distributions to executives [3][4]. - The company has engaged in off-the-books transactions through employees' personal accounts, affecting reported profits by 0.12% to 1.09% over various periods [4]. - There have been violations regarding the distribution of executive salaries, which were not approved by the board or disclosed properly [5]. Related Party Transactions - The company has faced scrutiny over related party transactions, with concerns about potential profit transfer to related parties. The gross profit margin from these transactions is significantly lower than that from third-party sales, indicating possible issues with pricing fairness [8][9]. - Specific transactions include related purchases and sales with entities controlled by board members, raising questions about their legitimacy and fairness [8][9]. Lack of Control - Keda Manufacturing has not had a controlling shareholder since 2016, leading to a fragmented ownership structure. The largest shareholder holds only 19.52% of the shares, with the second-largest at 8.01% [10]. - This lack of a controlling entity may contribute to governance weaknesses and internal control issues [10]. Accountability and Disclosure - Several executives have been held accountable for the company's governance failures, with a significant drop in disclosure quality, resulting in a downgrade of the company's disclosure rating from B to D [12].

Group 1 - The core point of the news is that shareholder Liang Tongcan has pledged a total of 36 million shares of Keda Manufacturing, accounting for 1.88% of the total share capital, to Guangzhou Rural Commercial Bank, Foshan Branch [1] - As of the announcement date, Liang Tongcan has pledged a total of 263 million shares, which represents 70.1% of his total holdings, while Guangdong Hongyu Group has pledged 64.34 million shares, representing 100% of its holdings [1] - The cumulative pledged shares of the top ten shareholders of Keda Manufacturing after this pledge are detailed in the accompanying chart [1] Group 2 - Keda Manufacturing's financial data for the first half of 2025 shows a main revenue of 8.188 billion yuan, an increase of 49.04% year-on-year, and a net profit attributable to shareholders of 745 million yuan, up 63.95% year-on-year [3] - In Q2 2025, the company reported a single-quarter main revenue of 4.422 billion yuan, a year-on-year increase of 50.78%, and a net profit attributable to shareholders of 398 million yuan, up 178.45% year-on-year [3] - The company has a debt ratio of 48.42%, investment income of 241 million yuan, financial expenses of 242 million yuan, and a gross profit margin of 29.34% [3] Group 3 - Keda Manufacturing's main business includes the production and sales of building ceramic machinery and overseas building materials, with strategic investments focused on lithium salt business led by Blueco Lithium, as well as lithium battery materials and equipment, hydraulic pumps, and smart energy as nurturing businesses [4]