停牌10个交易日后，11月17日晚间，亚星化学（600319）披露重组预案，公司拟通过发行股份及支付现金的方式购买天一控股等24名股东持有的天一化学 100%股权。同时，上市公司拟向包括潍坊市城投集团在内的不超过35名符合条件的特定投资者发行股份募集配套资金。 | 交易类型 | 交易对方名称 | | --- | --- | | 发行股份及支付现金购买资产 | 山东天一控股集团股份有限公司等 24 名山东天 | | | 一化学股份有限公司股东 | | 募集配套资金 | 包括潍坊市城市建设发展投资集团有限公司在内 | | | 的不超过 35 名符合条件的特定对象 | 公告显示，此次发行股份价格以定价基准日前120个交易日亚星化学A股股票交易均价的80%为依据，作价5.83元/股。 交易完成后，天一化学将成为上市公司全资子公司并纳入合并报表范围，公司控股股东仍为潍坊市城投集团，实际控制人仍为潍坊市国资委。 本次交易预计构成重大资产重组、构成关联交易、预计不构成重组上市。公司股票将于11月18日开市起复牌。 天一化学是国内溴系阻燃剂龙头供应商之一，是国家首批认定的高新技术企业、国家专精特新"小巨人"企业，业务涵盖溴系 ...

Core Viewpoint - Yaxing Chemical plans to acquire 100% equity of Tianyi Chemical, with stock resuming trading on November 18 after a two-week suspension [2]. Group 1: Acquisition Details - The board of Yaxing Chemical has approved the acquisition proposal, which is expected to constitute a major asset restructuring for the listed company [5]. - Tianyi Chemical, established in October 2002, specializes in the research, production, and sales of bromine series products, with some products holding the highest market share in China [5]. - Prior to the acquisition, Yaxing Chemical's main products included chlorinated polyethylene (CPE), polyvinylidene chloride (PVDC), and other chemical materials [5]. Group 2: Product and Market Impact - Post-acquisition, Yaxing Chemical will expand its product offerings to include bromine series fine chemical products such as tetrabromobisphenol A and brominated epoxy resin, enhancing its product layout and profitability [5]. - The acquisition is expected to solidify Yaxing Chemical's industry position and support its ongoing development [5]. Group 3: Financial Performance - In the first three quarters of the year, Yaxing Chemical reported revenue of 641 million yuan, a year-on-year decrease of 2.53%, and a net loss attributable to shareholders of 144 million yuan, down 46.4% year-on-year [5]. - Prior to the suspension, Yaxing Chemical's stock was priced at 8.9 yuan per share, with a total market capitalization of 3.451 billion yuan [5].

【导读】亚星化学拟收购天一化学100%股权，股票明日复牌 中国基金报记者 忆山 停牌两周后，11月17日， 亚星化学 发布公告称，公司董事会已审议通过了相关议案，公司 股票将于11月18日复牌。 根据公告，亚星化学拟通过发行股份及支付现金的方式购买天一控股等24名股东持有的山东 天一化学股份有限公司（以下简称天一化学）100%股权。同时，公司拟向包括潍坊市城投集 团在内的不超过35名符合条件的特定投资者发行股份募集配套资金。 截至预案签署日，本次交易的审计及评估工作尚未完成，标的资产估值及定价尚未确定。亚 星化学预计本次交易构成上市公司重大资产重组。 资料显示，天一化学成立于2002年10月，是一家专业从事溴系列产品研发、生产和销售的企 业。公司主要产品分为溴系阻燃剂、均相离子膜、水性功能材料及钾盐钾肥四大板块，部分 产品市场占有率全国第一。 本次交易前，亚星化学主营氯化聚乙烯（CPE）、聚偏二氯乙烯（PVDC）、离子膜烧碱、水 合肼、ADC发泡剂、双氧水等产品，同时从事新型化学材料的开发和研究。 | | | 交易完成后，亚星化学的主要产品将新增溴系列精细化工产品，包括四溴双酚A、溴化环氧树 脂、溴化聚苯乙烯 ...

在停牌10个交易日后，潍坊亚星化学（600319）股份有限公司（以下简称"亚星化学"）于11月17日晚间 披露重大资产重组预案。公司拟通过发行股份及支付现金方式，收购山东天一化学股份有限公司（以下 简称"天一化学"）100%股权，并募集配套资金。公司股票将于11月18日起复牌。 收购标的为细分领域"隐形冠军" 根据预案，亚星化学拟向山东天一控股集团股份有限公司等24名股东购买其持有的天一化学100%股 权。交易对价将由发行股份及支付现金两部分组成，具体比例尚未确定。经交易各方友好协商，本次交 易发行股份的价格为5.83元/股，不低于定价基准日前120个交易日上市公司A股股票交易均价的80%。 亚星化学主业承压并购谋变 对于亚星化学而言，此次收购具有战略转型意义。 预案指出，亚星化学自2019年底生产厂区实施整体搬迁以来，主营业务氯化聚乙烯（CPE）的行业竞争 格局被重塑，公司处于产能恢复期，经营成效承压。财务数据显示，公司2025年前三季度净利润为亏损 1.44亿元，资产负债率高达85.15%，亟需通过外延式发展提升盈利能力。 与此同时，公司拟向包括控股股东潍坊市城投集团在内的不超过35名特定投资者募集配套资 ...

Core Viewpoint - Yaxing Chemical (600319.SH) is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of issuing shares and cash payments, while also raising matching funds through share issuance [2][4] Group 1: Acquisition Details - Tianyi Chemical is a leading player in the brominated flame retardants sector and had previously planned for an IPO in 2022, which was later withdrawn in 2023 due to tightened IPO reviews and a policy shift favoring mergers and acquisitions [3][9] - Yaxing Chemical signed an investment cooperation agreement with Tianyi Holdings, the largest shareholder of Tianyi Chemical, to acquire its shares and control of Tianyi Chemical [4][5] - The final transaction price will be determined based on an evaluation report from a qualified assessment agency, with negotiations among the parties involved [4][5] Group 2: Financial Performance - Yaxing Chemical has faced significant financial challenges, reporting a net loss of 112 million yuan in 2023 and a cumulative loss of 412 million yuan by the third quarter of 2025 [6][8] - The company’s performance has been impacted by supply-demand imbalances, increased production capacity, and a weak domestic real estate market, leading to intensified competition and reduced profit margins [7][8] - As of September 2025, Yaxing Chemical's debt pressure is evident with an asset-liability ratio of 85.15% and short-term borrowings of 671 million yuan [8] Group 3: Tianyi Chemical's Performance - In contrast, Tianyi Chemical has shown strong financial performance, with reported revenues of 1.638 billion yuan and a net profit of 240 million yuan in 2021 [9] - The company aimed to achieve sales revenue exceeding 1.9 billion yuan in 2024, alongside significant tax contributions [9] - Tianyi Chemical had previously engaged in preparations for an A-share IPO, which included signing a counseling agreement with Dongxing Securities, but later withdrew its listing plans [9] Group 4: Market Impact - Yaxing Chemical's stock price has surged by 85.42% year-to-date as of November 4, enhancing its capacity for mergers and acquisitions by increasing its market capitalization [10]

Core Viewpoint - The article discusses the planned acquisition of Tianyi Chemical by Weifang Yaxing Chemical, highlighting the strategic move amidst Yaxing's declining performance and financial challenges [1][8]. Group 1: Acquisition Details - Weifang Yaxing Chemical announced plans to acquire control of Tianyi Chemical through a combination of share issuance and cash payment, along with raising supporting funds [1]. - The transaction is expected to constitute a major asset restructuring, leading to a temporary suspension of Yaxing's stock trading for up to 10 trading days [2]. - The acquisition is classified as a related party transaction due to shared controlling shareholders between the two companies [3]. Group 2: Financial Performance of Yaxing Chemical - Yaxing Chemical has experienced a decline in operational performance, with a reported revenue of 641 million yuan for the first three quarters of 2025, a year-on-year decrease of 2.53%, and a net loss of 144 million yuan [6]. - The company's cash flow from operating activities was negative 50.9 million yuan, indicating insufficient cash generation from its core business [7]. - The decline in performance is attributed to intensified competition in the CPE product market and a decrease in downstream demand, coupled with raw material prices not decreasing in tandem with finished product prices [7]. Group 3: Financial Condition and Strategic Implications - Yaxing Chemical's asset-liability ratio reached 85.15% as of September 30, 2025, significantly higher than the chemical industry average of 50%-60%, raising concerns about its financial stability [8]. - The acquisition of Tianyi Chemical is viewed as a potential strategic shift for Yaxing, aiming to enhance its profitability amid a shrinking traditional chlorine-alkali business [8][14]. - Tianyi Chemical, established in 2002, specializes in bromine series fine chemical products and had a revenue of 1.638 billion yuan and a net profit of 240 million yuan in 2021, indicating a stronger financial position compared to Yaxing [10][12]. Group 4: Challenges in the Acquisition - The acquisition is characterized as a "snake swallowing an elephant" due to the disparity in size and financial metrics between Yaxing and Tianyi [12]. - Tianyi Chemical's complex ownership structure poses significant challenges for Yaxing, with 24 shareholders, including a controlling shareholder holding 56.36% of the shares [14].

Core Viewpoint - The company Weifang Yaxing Chemical Co., Ltd. is planning to acquire control of Shandong Tianyi Chemical Co., Ltd. through a combination of share issuance and cash payment, which is expected to constitute a significant asset restructuring [1] Group 1: Company Performance - Yaxing Chemical's core product, Chlorinated Polyethylene (CPE), once held a global market share exceeding 40%, but the company's operational performance has deteriorated in recent years [3] - For the first three quarters of 2025, Yaxing Chemical reported revenue of 641 million yuan, a year-on-year decline of 2.53%, and a net loss attributable to shareholders of 144 million yuan [3] - The company's cash flow from operating activities was negative 50.9 million yuan, indicating insufficient cash generation from its main business [4] Group 2: Reasons for Performance Decline - The decline in Yaxing Chemical's performance is attributed to intensified competition in the CPE market and reduced downstream demand, leading to significant price drops across the industry [5] - Additionally, the prices of key raw materials have not decreased in tandem with finished product prices, further pressuring the company's performance [5] Group 3: Strategic Acquisition - The acquisition of Tianyi Chemical is seen as a critical step in Yaxing Chemical's strategic transformation amid the ongoing decline of its traditional chlor-alkali business [6] - Tianyi Chemical, established in November 2002, specializes in the research, production, and sales of bromine series fine chemical products and is recognized as a "hidden champion" in the fine chemical sector [7] Group 4: Financial Comparison - The acquisition is characterized as a "snake swallowing an elephant" deal, as Tianyi Chemical reported revenue of 1.638 billion yuan and a net profit of 240 million yuan in 2021, while Yaxing Chemical's net assets were only 407 million yuan as of September 30, 2025 [8][9] - Tianyi Chemical's total assets were reported at 1.823 billion yuan and net assets at 1.210 billion yuan as of July 31, 2022 [8] Group 5: Ownership Structure Challenges - The acquisition faces uncertainties due to Tianyi Chemical's complex ownership structure, with 24 shareholders, including Shandong Tianyi Holding Group Co., Ltd. as the controlling shareholder with a 56.36% stake [9]

Group 1 - The core viewpoint of the article is that Yaxing Chemical is planning to acquire control of Shandong Tianyi Chemical through a combination of share issuance and cash payment, while also raising matching funds through share issuance [2] - Yaxing Chemical is a leading company in the global chlorinated polyethylene (CPE) industry, specializing in chlor-alkali chemical products, but has faced significant operational challenges due to cyclical industry fluctuations, resulting in a net profit loss of 97.03 million yuan in 2024 [2] - Tianyi Chemical, the target of the acquisition, is recognized as a "hidden champion" in the domestic bromine chemical sector, with an annual production capacity exceeding 60,000 tons and an annual output value reaching around 1 billion yuan [3] Group 2 - Tianyi Chemical has previously expressed intentions to enter the capital market, having signed a counseling agreement with Dongxing Securities in November 2022 to prepare for an A-share listing, but later withdrew its listing counseling record by the end of 2023 [4] - In 2021, Tianyi Chemical achieved a revenue of 1.638 billion yuan and a net profit of 240 million yuan, while in the first seven months of 2022, it reported a revenue of 1.178 billion yuan and a net profit of 227 million yuan [3]

Core Viewpoint - The company, Astar Chemical, is planning to acquire control of Tianyi Chemical through a combination of issuing shares and cash payments, which is expected to constitute a significant asset restructuring and related party transaction [2][7]. Group 1: Company Overview - Astar Chemical's main products include chlorinated polyethylene (CPE), polyvinylidene chloride (PVDC), ion-exchange membrane caustic soda, hydrazine hydrate, ADC foaming agents, and hydrogen peroxide [4]. - In the first three quarters of this year, the company reported revenue of 641 million yuan, a year-on-year decline of 2.53%, and a net loss attributable to shareholders of 144 million yuan [4]. Group 2: Business Strategy - The company is focusing on two main business directions: the salt chemical industry represented by caustic soda and CPE, and the new materials industry represented by PVDC [4]. - Astar Chemical aims to leverage its production, technology, and quality advantages to explore high-end applications and improve profitability through cost-saving measures and project development [4]. Group 3: Acquisition Details - The acquisition of Tianyi Chemical is expected to help Astar Chemical expand into new business areas, particularly in fine chemicals [5]. - Tianyi Chemical specializes in bromine series products and has a production capacity exceeding 60,000 tons for various chemical products [5]. - The transaction is still in the planning stage, with the initial counterpart being Shandong Tianyi Holding Group, and the final transaction details are yet to be confirmed [7].

Core Viewpoint - Despite the global economic slowdown, the domestic Chlorinated Polyethylene (CPE) industry has maintained production growth, with a production volume of 287,800 tons in the first half of 2025, representing a year-on-year increase of 1.25% [1][7]. Industry Overview - Chlorinated Polyethylene (CPE) is a high polymer material produced by chlorination modification of high-density polyethylene (HDPE), with chlorine content typically between 25% and 70% [2]. - CPE is widely used in various fields such as plastics, rubber, and coatings [2]. Industry Status - The growth in CPE production is attributed to the promotion of continuous chlorination technology, which has increased single-line production capacity by 30% and significantly improved production efficiency [1][7]. - The stable demand from traditional applications such as building waterproof materials and automotive seals has helped the industry counter external pressures through intelligent upgrades and green process iterations [1][7]. Consumption and Market Dynamics - In the first five months of 2025, China's CPE consumption reached 370,800 tons, a year-on-year increase of 5.71%, driven by ongoing investments in infrastructure [9]. - The construction sector remains the largest consumer of CPE, with stable demand for waterproof membranes and sealing strips, particularly influenced by green building policies [9]. Price and Production Capacity - By the end of June 2025, CPE prices fell to 7,078 yuan per ton, a year-on-year decrease of 12.44%, primarily due to fluctuations in international oil prices and increased chlorine production capacity in the northwest region [11][13]. - The CPE industry’s operating rate in June 2025 was 53.44%, a decrease of 2.63 percentage points month-on-month, reflecting reduced demand in the traditional construction off-season [13]. Key Enterprises - The CPE industry is characterized by a "leading enterprises dominate, small and medium-sized enterprises differentiate" competitive landscape [15]. - Hangzhou Keli Chemical, with a production capacity of 200,000 tons/year, focuses on high-end specialty CPE and holds over 30% market share in niche areas such as 5G base station casings and photovoltaic film [15]. - Shandong Weifang Yaxing Chemical, established in 1994, utilizes a unique hydrochloric acid phase suspension method for CPE production, achieving lower energy consumption and waste discharge compared to traditional methods [16]. Industry Development Trends - The CPE industry is expected to move towards more environmentally friendly and recyclable production methods, reducing harmful additives and improving waste management [20]. - There will be a greater emphasis on optimizing product performance and expanding application areas, particularly in emerging fields such as renewable energy and aerospace [21]. - Smart manufacturing and digital transformation are anticipated to become significant trends, enhancing production efficiency and product quality through automation and data analysis [22][23].