本次要拆解的，是一桩充满争议的资本运作案例——生态修复上市公司 冠中生态 （300948）跨界收购 AI 财税服务商"精算家"，同时原实控人通过股份转 让+表决权放弃，让靳春平及其控制的深蓝财鲸以 2.2 亿元低成本拿下上市公司控制权。这场"类借壳"操作，从标的质地、交易对价到运作路径，都充满 值得玩味的细节。 一、交易三方核心画像：困境上市公司、迷你标的与神秘收购方 （一）上市公司 冠中生态 ：依赖 G 端的业绩滑坡者 冠中生态 成立于 2000 年，2015 年挂牌新三板，2017 年摘牌后于 2021 年登陆创业板，主营业务聚焦植被恢复、土地整治等生态修复业务，以及园林、市 政类建设项目——典型的"吃财政饭"企业，核心客户集中在地方政府及相关平台公司。 然而，近年来地方政府财政进入"紧平衡"状态， 冠中生态 的经营状况持续恶化。财务数据显示，公司 2022 年至今营业收入与净利润连续三年下滑：2022 年营收 4.53 亿元、净利润 5922.73 万元；2023 年营收降至 3.77 亿元、净利润 3417.21 万元；2024 年营收进一步暴跌 61.46%至 1.45 亿元，净利润由盈转 亏，亏损 ...

Core Viewpoint - After resuming trading at the end of September, Guanzhong Ecology (SZ300948) experienced a significant surge, with its stock price doubling from 11.2 CNY to 23.23 CNY, driven by strategic capital operations involving major acquisitions and control changes [1][2][3]. Group 1: Major Transactions - Guanzhong Ecology announced plans to acquire 51% of Hangzhou Actuary AI Technology Co., Ltd. for a total valuation not exceeding 560 million CNY, with the company investing approximately 285.6 million CNY for the stake [1][8]. - The actual controllers, Li Chunlin and Xu Jianping, will transfer control of the company to Hangzhou Deep Blue Financial Whale AI Technology Partnership, allowing the new controlling party, Jing Chunping, to gain control at a low cost of 221 million CNY [1][3][6]. Group 2: Financial Performance - Guanzhong Ecology has faced declining performance since its listing in 2021, with projected losses exceeding 70 million CNY in 2024. Revenue figures from 2021 to 2024 show a decline from 402 million CNY to 145 million CNY, while net profit has dropped from 78.1 million CNY to a loss of 70.9 million CNY [2][6][12]. - The acquisition target, Hangzhou Actuary, reported a net profit of only 7.92 million CNY in 2024, leading to a high valuation with a price-to-earnings ratio of approximately 71 times [8][10]. Group 3: Control Changes and Corporate Structure - Following the share transfer, Deep Blue Financial Whale will become the controlling shareholder with a 10.5% stake, while the original controllers will relinquish voting rights on 33.74% of the shares [3][6]. - Deep Blue Financial Whale was established recently and has not yet commenced actual operations, raising questions about its long-term viability and the rationale behind the acquisition [4][9]. Group 4: Market Reactions - The stock price of Guanzhong Ecology saw fluctuations post-announcement, with a peak increase followed by a decline, indicating market volatility and investor sentiment regarding the company's future prospects [12].

Core Viewpoint - Guanzhong Ecology (SZ300948) has experienced a significant stock price surge after resuming trading, with shares rising from 11.2 CNY to 23.23 CNY, effectively doubling in value due to strategic capital operations involving major acquisitions and control changes [1][2]. Group 1: Capital Operations - The company announced two major transactions: a cash acquisition of 51% of Hangzhou Actuary AI Technology Co., Ltd. for an estimated valuation of no more than 560 million CNY, and a transfer of control to Hangzhou Deep Blue Financial Whale AI Technology Partnership [1][2]. - The acquisition will cost Guanzhong Ecology approximately 285.6 million CNY, while the actual controllers will realize over 326 million CNY through share transfers [1][2]. - The new controlling entity, Deep Blue Financial Whale, will gain control of Guanzhong Ecology at a low cost of 221 million CNY, acquiring 10.5% of the shares [2][7]. Group 2: Financial Performance - Guanzhong Ecology has shown weak performance since its IPO in 2021, with projected losses exceeding 70 million CNY in 2024. Revenue has declined from 402 million CNY in 2021 to an estimated 145 million CNY in 2024 [2][7]. - The company’s net profit has consistently decreased, with a notable loss of 70.9 million CNY in 2024, following a downward trend in previous years [7][9]. Group 3: Acquisition Target Analysis - Hangzhou Actuary AI, established only three years ago, reported a net profit of less than 8 million CNY in 2024, leading to a high valuation with a price-to-earnings ratio of approximately 71 times [2][9]. - The acquisition target's operational scale is small, and its product launch is not expected until July 2025, raising questions about its ability to justify the high valuation [9][12]. Group 4: Corporate Structure and Control - Deep Blue Financial Whale was established in July 2023 and has not yet commenced actual operations. Its ownership structure indicates that the controlling interests are held by individuals with connections to the new controlling entity [5][9]. - The actual controllers of Guanzhong Ecology will transfer a total of 21.7 million shares, representing 15.5% of the total shares, with the first phase of the transfer already completed [7][8].

Core Viewpoint - Guanzhong Ecology (SZ300948) has experienced a significant stock price surge after resuming trading, with shares rising from 11.2 CNY to 23.23 CNY, effectively doubling in value due to strategic capital operations involving major acquisitions and control changes [1][2]. Group 1: Capital Operations - The company announced two major transactions: a cash acquisition of 51% of Hangzhou Actuary AI Technology Co., Ltd. for an estimated valuation of 560 million CNY, and a transfer of control to Hangzhou Deep Blue Financial Whale AI Technology Partnership [1][2]. - The acquisition will cost Guanzhong Ecology approximately 285.6 million CNY, while the actual controllers will realize over 326 million CNY through share transfers [1][2]. - The new controlling entity, Deep Blue Financial Whale, will gain control at a low cost of 221 million CNY, acquiring 10.5% of the shares [2]. Group 2: Financial Performance - Since its listing in 2021, Guanzhong Ecology has faced declining performance, projecting a loss exceeding 70 million CNY in 2024, with revenues dropping from 402 million CNY in 2021 to 145 million CNY in 2024 [2][8]. - The company’s net profit has consistently decreased, with a notable drop to -70.9 million CNY in 2024 [8][10]. Group 3: Acquisition Target Analysis - Hangzhou Actuary, established only three years ago, reported a net profit of less than 8 million CNY in 2024, leading to concerns over its high valuation with a price-to-earnings ratio of approximately 71 times [2][10]. - The acquisition target's operational scale is small, and its product launch is not expected until mid-2025, raising questions about its ability to justify the acquisition price [10][11]. Group 4: Corporate Structure and Control - Deep Blue Financial Whale was established in July 2023 and has not yet commenced actual operations, raising concerns about its capability to manage the acquired assets effectively [3][8]. - The ownership structure of Deep Blue Financial Whale indicates that its actual control lies with Jing Chunping, who also controls Hangzhou Actuary, suggesting a close relationship between the entities involved in the transaction [8][10].