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, 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 announcement reveals that Jiarong Technology plans to acquire 100% of Hangzhou Luan Technology, which will become its wholly-owned subsidiary, through a combination of share issuance and cash payment, with a fundraising target of up to 1 billion yuan [1][2]. Group 1: Company Overview - Jiarong Technology, listed on the ChiNext in 2022, is a national high-tech enterprise focused on membrane separation technology, providing high-performance separation membrane materials, environmental equipment, and wastewater treatment solutions [1]. - Hangzhou Luan Technology is recognized as a national-level high-tech enterprise specializing in electrodialysis technology, with its core products widely used in high-growth sectors such as lithium batteries, biomedicine, and carbon capture [1][2]. Group 2: Financial Performance - For the first three quarters of 2025, Jiarong Technology reported a net profit attributable to shareholders of 59.3 million yuan, reflecting a year-on-year increase of 12.95% [1]. - Hangzhou Luan has maintained stable operating performance and has been recognized as a "little giant" enterprise, holding over 42 invention patents and 63 utility model patents [2]. Group 3: Strategic Significance - The acquisition is seen as a strategic move to enhance Jiarong Technology's competitiveness and sustainable development capabilities, aligning with national policies on green and low-carbon development [3]. - The transaction is expected to create synergies in research, production, and market operations, thereby driving continuous performance growth for the listed company [2].

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 announcement by Jia Rong Technology regarding the acquisition of Hangzhou Lanran Technology marks a significant step towards industry integration in the membrane technology sector, enhancing the company's competitive edge and sustainable development capabilities [1][3]. Company Overview - Jia Rong Technology is a national high-tech enterprise focused on membrane separation technology, providing high-performance separation membrane materials, environmental equipment, and wastewater treatment solutions [2]. - Hangzhou Lanran is also a national high-tech enterprise specializing in electrodialysis technology, with its core products widely used in various high-growth industries such as lithium batteries, biomedicine, and carbon capture [2]. Financial Performance - In the first three quarters of 2025, Jia Rong Technology achieved a net profit of 59.3 million yuan, reflecting a year-on-year growth of 12.95%, while actively seeking cross-industry development through integration [2]. Strategic Significance - The acquisition is expected to enhance Jia Rong Technology's profitability and growth prospects, leveraging Hangzhou Lanran's established core technologies in high-growth sectors [3]. - Hangzhou Lanran has received multiple awards and holds numerous patents, indicating its strong position in the membrane industry [3]. Transaction Details - Jia Rong Technology plans to acquire 100% of Hangzhou Lanran's shares through a combination of issuing shares and cash payments, with a fundraising target of up to 1 billion yuan [3]. - Following the transaction, Hangzhou Lanran will become a wholly-owned subsidiary of Jia Rong Technology, with Xiamen Puyu expected to become the new controlling shareholder [3]. Industry Impact - This transaction aligns with national policies on green and sustainable development, aiming to enhance the quality and efficiency of listed companies while focusing on investor returns [4]. - The integration is expected to improve operational capabilities and industry concentration, allowing Jia Rong Technology to capitalize on scale and synergy effects [4].

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].

Core Viewpoint - The company, Jiarong Technology, is planning to acquire control of Hangzhou Lanran Technology Co., Ltd. through a share issuance and is expected to raise supporting funds, which may constitute a significant asset restructuring. The company's shares have been suspended since November 17, and a transaction plan is expected to be disclosed within 10 trading days [1][7]. Group 1: Company Overview - Jiarong Technology is a national high-tech enterprise focused on membrane separation technology and was listed on the ChiNext board in April 2022 [3]. - The company has been engaged in high-concentration wastewater treatment since 2009 and provides high-performance separation membrane materials, environmental equipment, and solutions for resource recycling [4]. Group 2: Financial Performance - Jiarong Technology's financial performance has been underwhelming, with revenues of 755.6 million yuan, 555.5 million yuan, and 556 million yuan from 2022 to 2024, and net profits of 107 million yuan, 58.1 million yuan, and 50.2 million yuan during the same period [4]. - In the first three quarters of 2025, the company reported revenues of 362 million yuan, a year-on-year decrease of 7.53%, while net profit increased by 12.95% to 59.3 million yuan [4]. Group 3: Acquisition Target - Hangzhou Lanran is a national high-tech enterprise specializing in the research and application of electrodialysis technology, with a focus on ion exchange membranes and related equipment [5]. - The company held an 8.88% share of the global market for electrodialysis equipment in 2021, ranking third, and maintained a leading position in the domestic market with a 41.27% share [6]. Group 4: IPO Attempt and Regulatory Issues - Hangzhou Lanran attempted to go public on the ChiNext board in June 2022 but withdrew its application in December 2022 after facing regulatory inquiries regarding its financial disclosures and operational practices [7][12]. - The company received a regulatory letter from the Shenzhen Stock Exchange in May 2023, citing violations related to income recognition and financial internal controls during its IPO application process [14].

Core Viewpoint - The announcement reveals that Jiarong Technology (301148.SZ) is planning to acquire control of Hangzhou Lanran Technology Co., Ltd. through a share issuance, which may constitute a significant asset restructuring. However, both companies face compliance and operational challenges, raising concerns about the feasibility of this acquisition [1][3]. Group 1: Acquisition Details - Jiarong Technology has signed a preliminary agreement to acquire all shares of Hangzhou Lanran from its major shareholders, with the final transaction price to be determined by an asset evaluation report [3]. - Hangzhou Lanran previously attempted an IPO but withdrew due to regulatory issues, including financial misreporting and internal control violations [3][4]. - The company was found to have concealed project acceptance documents and misclassified operating costs as R&D expenses, leading to significant discrepancies in reported revenues [4][5]. Group 2: Jiarong Technology's Challenges - Jiarong Technology has faced multiple delays in its core fundraising projects since its IPO three years ago, with less than 50% of the planned investment completed [6][8]. - The company has postponed the implementation timelines for several key projects, including the "R&D Center Construction Project" and "High-Performance Membrane Material Industrialization Project," now expected to be completed by December 2027 [7]. - Financial performance has been declining, with revenues dropping from a peak of 7.56 billion yuan in 2022 to an estimated 3.62 billion yuan in the first three quarters of 2025, and net profits have not recovered to pre-IPO levels [9].