近日，嘉戎技术带着一份复杂的重组方案回归市场。公司宣布拟通过发行股份及支付现金方式，购买杭 州蓝然技术股份有限公司100%股权。 值得关注的是，交易完成后上市公司控制权将发生变化。现任实控人团队的三位创始伙伴已签署《一致 行动人协议之解除协议》，无论交易成败，合作关系都将终结。 控制权变更与"非借壳"认定 嘉戎技术此次重组方案设计颇为复杂。公司计划通过发行股份及支付现金方式购买杭州蓝然100%股 权。 同时，上市公司拟向厦门溥玉发行股份募集配套资金不超过10亿元。交易完成后，厦门溥玉预计将成为 嘉戎技术新控股股东，胡殿君将成为新实控人。 尽管交易完成后公司控制权发生变更，但嘉戎技术在公告中明确表示，经初步测算本次交易不构成重组 上市。公司解释称，标的资产相关指标不会超过上市公司相应指标的100%，购买资产发行的股份比例 也不超过规定上限。 本次交易的对方共19名，其中厦门溥玉持股44.83%，为标的公司控股股东。这家机构背景特殊，成立 于2025年1月8日，执行事务合伙人为厦门溥泉私募基金管理合伙企业。 天眼查信息显示，厦门溥玉背后隐现宁德时代身影。其出资方包括福建时代泽远股权投资基金合伙企 业、深圳市绿水长 ...

Core Viewpoint - The article discusses the recent developments regarding the acquisition of Hangzhou Lanan by Jiarong Technology, which aims to enter the lithium battery new materials sector and undergo a change in its actual controller [4][6][14]. Market Performance - From December 1 to December 5, the three major A-share indices experienced a rebound, with the Shanghai Composite Index rising by 0.37%, the Shenzhen Component Index by 1.26%, and the ChiNext Index by 1.86% [2][9]. - The top-performing sectors during this period included the Fujian Free Trade Zone, commercial aerospace, terahertz technology, cross-strait relations, and superconducting concepts, with respective gains of 5.68%, 4.41%, 4.37%, 4.37%, and 4.11% [2][9]. Individual Stock Performance - A total of 2,334 stocks saw positive gains, while 3,037 stocks declined. The top five stocks by weekly gain were Jiarong Technology (67.18%), Zhaobiao Co. (58.43%), Haiwang Bio (55.59%), Aerospace Development (52.26%), and Anji Food (50.23%) [10]. - Jiarong Technology is positioned to benefit from multiple favorable trends, including its entry into the lithium battery new materials sector, a change in its actual controller, and sustained interest in the Fujian sector [10]. Acquisition Details - Jiarong Technology announced plans to acquire 100% of Hangzhou Lanan through a combination of issuing shares and cash, with a total fundraising of no more than 1 billion yuan [4][12]. - The acquisition will enable Jiarong Technology to enhance its technology platform and expand into new markets such as lithium battery materials, biomedicine, food processing, carbon capture, and catalytic electrolysis [4][12]. Financial Performance of Hangzhou Lanan - Preliminary unaudited data indicates that Hangzhou Lanan's projected revenues for 2023 and 2024 are 324 million yuan and 305 million yuan, respectively, with net profits of approximately 70.37 million yuan and 70.78 million yuan [5][13]. - Despite a revenue gap compared to Jiarong Technology, Hangzhou Lanan demonstrates superior profitability, which could open new growth avenues for Jiarong Technology, particularly in carbon capture and utilization [5][13]. Change in Control - The restructuring plan indicates that Jiarong Technology will issue shares to Xiamen Puyu, which will become the new controlling shareholder, with Hu Dianjun as the new actual controller [6][14]. - The current controlling shareholders will relinquish control, and a new agreement has been established to dissolve the previous joint action agreement upon successful completion of the transaction [6][14]. Lock-up Commitment - Xiamen Puyu has committed to a lock-up period of 36 months for the shares obtained from the transaction, with an extension clause if the stock price falls below the issuance price of 21.16 yuan per share within six months post-restructuring [7][15].

Core Viewpoint - The company, Jiarong Technology, has resumed trading and its stock price has hit a new high, increasing by 20.01% to 39.64 yuan, with a total market capitalization of 4.618 billion yuan. This surge follows the announcement of a plan to acquire 100% of Hangzhou Lanran's shares through a combination of issuing shares and cash payments, along with raising matching funds not exceeding 1 billion yuan [1]. Group 1: Acquisition Details - Jiarong Technology plans to acquire 100% of Hangzhou Lanran from 19 trading parties, including Xiamen Puyu and others, through a combination of share issuance and cash payments [1][2]. - The issuance of shares and cash payments is interdependent; if one fails to receive the necessary approvals, both will not proceed [1]. - The share issuance price for the acquisition is set at 21.16 yuan per share, while the fundraising for matching funds is based on a price of 26.78 yuan per share [2][3]. Group 2: Financial Implications - The funds raised from the share issuance will be used for cash payments related to the acquisition, intermediary fees, taxes, project construction, and working capital for the target company [3]. - The target company, Hangzhou Lanran, reported revenues of 324.25 million yuan, 304.65 million yuan, and 144.29 million yuan for the years 2023, 2024, and the first ten months of 2025, respectively, with net profits of 69.44 million yuan, 69.11 million yuan, and 12.56 million yuan for the same periods [6][7]. Group 3: Control Changes - Following the completion of the transaction, Xiamen Puyu is expected to become the controlling shareholder of Jiarong Technology, with Hu Dianjun anticipated to be the actual controller [2][5]. - The transaction is expected to result in a change of control for the company, although it will not constitute a restructuring listing as the total assets and revenues of the acquired company will not exceed 100% of Jiarong Technology's corresponding metrics [5][6]. Group 4: Business Overview - Jiarong Technology focuses on membrane separation technology, producing specialized membrane materials and equipment, and providing wastewater treatment and resource recycling solutions [5]. - The target company specializes in electrodialysis technology, producing ion exchange membranes and related equipment, contributing to a comprehensive technology matrix for Jiarong Technology [6].

Group 1 - The company, 嘉戎技术, announced a non-public issuance plan to acquire 100% of 杭州蓝然's shares, involving 19 counterparties and raising up to 1 billion yuan through share issuance [1] - The transaction is expected to constitute a major asset restructuring, enhancing the company's capabilities in membrane separation technology [1] - The company specializes in the research, production, and sales of special membrane separation materials and equipment, as well as wastewater treatment services [1] Group 2 - The target company focuses on electrodialysis technology, providing a comprehensive industrial chain from membrane materials to electrodialysis applications, addressing green and low-carbon production needs [2] - The existing pressure-driven membrane technology of the company complements the target's core electrodialysis technology, enhancing capabilities in wastewater resource utilization and fluid separation [2] - This acquisition will enable the company to obtain a full-chain electrodialysis technology, further expanding its technological platform [2]

Group 1: Major Asset Restructuring Announcements - Jiarong Technology plans to acquire 100% of Hangzhou Lanan through a combination of share issuance and cash payment, with a fundraising target of up to 1 billion yuan [2][3] - Kaizhong Co. intends to purchase 60% of Anhui Tuosheng's equity, also through share issuance and cash payment, with the transaction expected to constitute a major asset restructuring [5][6] - Both companies' stocks will resume trading on December 1 [1][5] Group 2: Business Focus and Strategic Implications - Jiarong Technology specializes in membrane separation technology and aims to enhance its capabilities by integrating Hangzhou Lanan's ion exchange membrane technology, thereby expanding into new markets such as lithium battery materials and biomedicine [3] - Anhui Tuosheng focuses on automotive rubber-based elastic damping and sealing components, which are critical for improving vehicle NVH (Noise, Vibration, Harshness) performance, a key consideration for consumers [5][6] - The acquisition by Kaizhong Co. is seen as a strategic move to strengthen its market position in the automotive NVH performance sector, which is expected to grow significantly with the rise of electric vehicles [5][6] Group 3: Changes in Control and Shareholding - After the acquisition, Jiarong Technology's controlling shareholder will change to Xiamen Puyu, with Hu Dianjun becoming the actual controller [2][3] - In the case of Kaizhong Co., the acquisition will enhance its product matrix in the NVH performance area, allowing for a more comprehensive delivery capability [6] - For Chaozhuo Hangke, the controlling shareholder will shift to Hubei Jiaotou Investment, while Hu Bei will become the actual controller [7][8]

Core Viewpoint - The company, 嘉戎技术, plans to acquire 100% of 杭州蓝然 and raise up to 1 billion yuan through a private placement to enhance its technological capabilities and market presence in various sectors [1][3][4]. Group 1: Acquisition Details - 嘉戎技术 intends to purchase 杭州蓝然 through a combination of share issuance and cash payment, with the transaction expected to constitute a major asset restructuring [1][3]. - Following the acquisition, 杭州蓝然 will become a wholly-owned subsidiary, and the investor 厦门溥玉 is anticipated to become the controlling shareholder [1][3]. Group 2: 杭州蓝然 Overview - 杭州蓝然 is a national high-tech enterprise focused on electrodialysis technology, producing ion exchange membranes and related equipment, with applications in various industries including lithium batteries and pharmaceuticals [3][4]. - The company has received multiple awards and holds numerous patents, including 42 invention patents and 63 utility model patents [3][4]. Group 3: Strategic Benefits - The acquisition will allow 嘉戎技术 to build a comprehensive technology matrix, enhancing its ability to provide integrated solutions by combining pressure-driven and electric-driven membrane technologies [4][5]. - This strategic move is expected to facilitate entry into emerging markets such as lithium battery materials and biomedicine, leveraging 杭州蓝然's established customer channels [5].

Shareholding Changes - Shanxi Expressway announced that Jiangkou Jinzi has increased its shareholding by 4.0599 million shares, accounting for 0.28% of the total share capital, with an investment of 19.5874 million yuan [1] - Yulide disclosed that four directors plan to collectively reduce their holdings by no more than 0.0313% of the company's shares [2] - Saint Noble Bio announced that its vice president and a director plan to reduce their holdings by no more than 0.024% of the company's shares [3] - Zhongwei Company stated that shareholder Shanghai Chuangtou plans to reduce its holdings by no more than 1% of the total share capital, equivalent to 6.2615 million shares [4] Mergers and Acquisitions - Jiangxi Copper announced plans to acquire shares of the overseas listed company SolGold Plc at a price of 26 pence per share, currently in the non-binding offer stage [5] - Haili Bio reported the acquisition of a 41% stake in Shaanxi Ruisheng Bio, with a total equity value of 974 million yuan, and no cash payment required for the transaction [6] - Jiarong Technology plans to acquire 100% of Hangzhou Lanran's shares through a combination of share issuance and cash payment, with a fundraising target of no more than 1 billion yuan [7] - Enjie Co. intends to acquire 100% of Qingdao Zhongke Hualian New Materials through share issuance, with the transaction still uncertain and the stock currently suspended [8]

Core Viewpoint - The company plans to acquire 100% of Hangzhou Lanan Technology Co., Ltd. through a combination of share issuance and cash payment, with the aim of enhancing its technological capabilities and market presence in various industries [2][3]. Group 1: Acquisition Details - The acquisition involves 19 counterparties and aims to raise up to 1 billion yuan through share issuance to Xiamen Puyu Investment Partnership [2]. - Upon completion, Hangzhou Lanan will become a wholly-owned subsidiary, and Xiamen Puyu is expected to become the controlling shareholder [2]. Group 2: Target Company Overview - Hangzhou Lanan is a national high-tech enterprise focused on electrodialysis technology, producing ion exchange membranes and related equipment [3]. - The company has established a comprehensive electrodialysis industry chain and has received multiple national and provincial awards, including the National Science and Technology Progress Award [3]. Group 3: Financial Performance - For the years 2023, 2024, and the first ten months of 2025, Hangzhou Lanan reported revenues of 324 million yuan, 304 million yuan, and 144 million yuan, respectively, with net profits of approximately 70.37 million yuan, 70.78 million yuan, and 13.21 million yuan [4]. Group 4: Strategic Benefits - The acquisition will allow the company to build a comprehensive technology matrix, enhancing its ability to provide integrated solutions by combining pressure-driven and electric-driven membrane technologies [4]. - The integration will enable the company to address industry pain points in lithium extraction and high-concentration wastewater treatment, promoting low-carbon and resource recovery solutions [5]. Group 5: Market Expansion - The company aims to penetrate emerging markets such as lithium battery materials, biomedicine, and carbon capture, leveraging Hangzhou Lanan's established customer channels for business growth [6]. - The acquisition will facilitate the transition from a wastewater treatment service provider to a resource recycling and green technology partner, enhancing customer loyalty and value [6].

Core Viewpoint - The company plans to acquire 100% of Hangzhou Lanran's shares through a combination of issuing shares and cash payments, while also raising up to 1 billion yuan in supporting funds [1] Group 1: Acquisition Details - The acquisition involves 19 counterparties, including Xiamen Puyu Investment Partnership and individuals Lou Yongtong and Qing Bo [1] - The total amount of supporting funds raised will not exceed 1 billion yuan, which is capped at 100% of the transaction price for the asset purchase through share issuance [1] Group 2: Target Company Overview - Hangzhou Lanran focuses on research and application of electrodialysis technology, primarily engaged in the R&D, production, sales, and technical services of ion exchange membranes and related equipment [1] - The company has established a comprehensive electrodialysis industry chain, covering membrane materials, ion exchange membranes, membrane components, electrodialysis equipment, control systems, and integrated electrodialysis application devices [1] Group 3: Strategic Implications - Post-acquisition, the listed company will enhance its capability to provide a combined process of "pressure-driven + electric-driven" membrane technology solutions to customers [1] - The company's stock will resume trading on December 1, 2025, following the application to the Shenzhen Stock Exchange [1]

Core Viewpoint - The company, Jiarong Technology, is planning to acquire control of Hangzhou Lanan Technology through a share issuance, leading to a significant asset restructuring and potential related party transactions [1][2]. Group 1: Acquisition Details - Jiarong Technology has signed a letter of intent with major shareholders of Hangzhou Lanan to purchase all shares through a share issuance [1]. - The transaction is expected to be completed within 10 trading days, with a disclosure of the transaction plan [1]. - The acquisition is anticipated to result in the major counterpart holding over 5% of Jiarong Technology post-transaction, constituting a related party transaction [1]. Group 2: Financial Performance - For the first three quarters, Jiarong Technology reported revenue of 362 million, a year-on-year decrease of 7.53%, while net profit attributable to shareholders increased by 12.95% [2]. - The company's net profit is projected to decline over the next three years, with estimates of 107 million, 58.07 million, and 50.20 million for 2022, 2023, and 2024 respectively [2]. - Jiarong Technology's gross profit margin stands at 41.18%, ranking favorably among peers in the water environment engineering equipment sector [2]. Group 3: Hangzhou Lanan Technology Background - Hangzhou Lanan, established in 2009, specializes in the research, production, and sales of ion exchange membranes and related equipment, which complements Jiarong Technology's membrane technology business [2]. - The company previously attempted to go public but withdrew its application due to regulatory issues, including financial misreporting and internal control failures [3]. - Hangzhou Lanan's overall valuation is estimated at approximately 1.28 billion based on a recent share transfer [2].