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300478,控制权拟变更!
8月8日晚,杭州高新(300478)发布公告称,控股股东浙江东杭控股集团有限公司(下称"东杭集 团")、北京巨融伟业能源科技有限公司(下称"巨融伟业")、胡敏、巨融能源(新疆)股份有限公司 签署了《杭州高新材料科技股份有限公司之股份转让协议》。 东杭集团拟通过协议转让的方式,向巨融伟业转让其持有的2410.59万股公司股份(占总股本的 19.03%),转让价格为每股20.53元,转让对价总额约4.95亿元。 图片来源:公司公告 如某一年度原有业务板块实际净利润低于承诺净利润的,则东杭集团应在当年度专项审计报告出具之日 起5个工作日内,向杭州高新支付承诺净利润与实际净利润差额的补偿金;东杭集团法定代表人胡敏对 东杭集团的补偿责任承担连带责任。 此外,公告显示,东杭集团计划将剩余股份按照转让协议的约定,质押给巨融伟业,用于担保协议项下 业绩承诺义务的履行。如东杭集团违反相关约定,东杭集团应将剩余股份减持取得的对价全额,作为股 东赠予款项上交杭州高新。 公告显示,本次权益变动完成后,巨融伟业将取得2410.59万股公司股份及对应表决权,杭州高新控股 股东将由东杭集团变更为巨融伟业,实际控制人将由胡敏变更为林融升。 ...
至正股份30亿元重组:实控人“左手倒右手”的类借壳资本运作 巧用评估方法规避业绩承诺?
Xin Lang Zheng Quan· 2025-07-18 09:33
Core Viewpoint - Zhizheng Co., Ltd. is advancing a significant asset restructuring plan, aiming to acquire AAMI, which has substantially higher asset and revenue metrics compared to Zhizheng's current figures, while avoiding the classification of a backdoor listing [1][2][3] Group 1: Restructuring Details - The proposed acquisition involves AAMI's 100% equity, valued at 3.526 billion yuan, with a reference value of 3.09 billion yuan for the assets being acquired [1][9] - The restructuring plan aims to avoid backdoor listing controversies by ensuring that the acquisition occurs more than 36 months after the change of control [4][5] - The restructuring will involve a cash payment of 790 million yuan, despite Zhizheng's cash reserves being only 45 million yuan as of the end of Q1 2025 [1][10][13] Group 2: Financial Performance - Zhizheng has faced continuous losses since 2019, with a net profit of -57 million yuan in 2019 and negative profits projected for 2020-2024 [2][3] - AAMI reported revenues of 2.205 billion yuan and 2.486 billion yuan for 2023 and 2024, respectively, with a significant net profit increase of 173% in 2024 [15] - However, AAMI's operating cash flow has drastically decreased, with a 90.9% drop in 2024 compared to the previous year, raising concerns about its financial health [15] Group 3: R&D and Market Position - AAMI's R&D expense ratio is lower than industry averages, at 2.45% and 2.27% for 2023 and 2024, respectively, compared to peers' averages of 3.33% and 3.37% [16][17] - The company focuses on customer-driven R&D, aiming to improve production processes and product quality while managing costs effectively [17]
上市十年,第三次“卖壳”!
梧桐树下V· 2025-07-14 13:00
Core Viewpoint - The article discusses the planned change of control for Hangzhou High-tech Materials Technology Co., Ltd., with a memorandum signed for the transfer of shares to Beijing Jurong Weiye Energy Technology Co., Ltd. at a valuation of 2.6 billion yuan, marking a significant shift in the company's ownership structure [1][2]. Group 1: Company Overview - Hangzhou High-tech was established in November 2004 and listed on the Shenzhen Stock Exchange in June 2015, focusing on the research, production, and sales of polymer materials for cables and the electric vehicle charging pile industry [3]. - The company has reported negative net profits for the past three years, with revenues of 369 million yuan in 2022, 389 million yuan in 2023, and an estimated 384 million yuan in 2024 [4]. Group 2: Financial Performance - In 2024, the company's revenue was approximately 383.77 million yuan, a decrease of 1.23% from 2023, while the net profit attributable to shareholders was a loss of about 24.34 million yuan, representing a 202.91% decline compared to the previous year [5]. - The first quarter of 2025 showed a revenue increase of 21.75% year-on-year, totaling approximately 83.91 million yuan, but the net profit remained negative at -1.92 million yuan [6]. Group 3: Ownership Changes - This marks the third time Hangzhou High-tech has undergone a "shell sale" since its listing, with previous ownership changes occurring in 2019 and 2022 [7][9]. - The current transfer of control will see the major shareholder change from Donghang Group to Jurong Weiye, with the actual controller shifting from Hu Min to Lin Rongsheng [10]. Group 4: Performance Commitment - Donghang Group has made performance commitments for the years 2025, 2026, and 2027, ensuring that the net profit for existing business segments will be positive and that revenue will not fall below 300 million yuan annually [11]. - If the performance targets are not met, Donghang Group is obligated to compensate the company for the shortfall in net profit [12].
杭州高新实控人“急转”控制权,清洁能源黑马或溢价28.9%成新主
Tai Mei Ti A P P· 2025-07-03 10:23
Core Viewpoint - The recent transfer of control of Hangzhou Gaoxin (300478.SZ) to Beijing Jirong Weiye Energy Technology Co., Ltd. marks a significant shift in the capital market, indicating the ambitions of Jirong Energy in the energy chemical sector and the urgency of the current controlling shareholder to exit the company [1][2]. Group 1: Transaction Details - The transaction is based on an overall valuation of 2.6 billion yuan for the listed company, with a premium of approximately 28.9% compared to the market capitalization of 2.017 billion yuan as of July 3 [1][2]. - The deal involves Jirong Weiye acquiring 19.03% of the shares from the current controlling shareholder, Donghang Group, and transferring the actual control of the company to Jirong Weiye [1][2]. Group 2: Company Performance and Strategy - Jirong Energy has shown significant growth, with a projected 100% increase in production capacity and a 185% increase in output for 2024 compared to 2023, alongside a compound annual growth rate of 144% in revenue over four years [5]. - The strategic goal set by Lin Rongsheng for Jirong Energy includes expanding from the western region to nationwide coverage and radiating to Eurasia, indicating a need for substantial funding, which the listed company can provide [5]. Group 3: Historical Context and Challenges - Hangzhou Gaoxin has faced challenges with continuous losses in net profit since 2018, despite some revenue growth in 2025, which may have contributed to Donghang Group's willingness to transfer control [7][11]. - The company has experienced frequent changes in control over the past six years, with the current controlling shareholder, Hu Min, having taken over in 2022 but failing to turn around the company's financial performance significantly [10].
杭州高新再谋易主胡敏拟撤离 经营无起色扣非连亏7年
Chang Jiang Shang Bao· 2025-07-02 03:50
Core Viewpoint - Hangzhou High-tech (300478.SZ) is undergoing a change in control as its actual controller, Hu Min, seeks to exit the company by transferring 19.03% of its shares, potentially leading to a shift in control [1][4]. Group 1: Control Change - On June 30, Hangzhou High-tech announced a suspension of trading due to the planned transfer of 19.03% of shares by its controlling shareholder, Zhejiang Donghang Holding Group [1]. - The total transaction value for the share transfer is estimated to be approximately 325 million yuan, based on the last closing price of 13.48 yuan per share [1]. - The company has experienced frequent changes in control since 2019, with Hu Min becoming the actual controller in June 2022 after acquiring shares through judicial auctions [3][4]. Group 2: Financial Performance - The company has faced declining financial performance, with revenue dropping from 853 million yuan in 2018 to 384 million yuan in 2024 [5]. - From 2018 to 2024, the company reported continuous losses in net profit, totaling approximately 537 million yuan over seven years [5]. - Despite a 21.75% year-on-year increase in revenue to 83.9 million yuan in the first quarter of this year, the company still reported losses in both net profit and non-recurring net profit [5][6]. Group 3: Future Outlook - The new controlling party is expected to be a company primarily engaged in technology promotion and application services [7]. - Questions remain regarding whether Hangzhou High-tech can successfully navigate its challenges and achieve recovery after the change in control [8].
跨界收购!杭州高新实控权或将变更,新疆油气大佬林融升拟入主
Mei Ri Jing Ji Xin Wen· 2025-07-01 23:29
Group 1 - On July 1, Hangzhou High-tech announced that its controlling shareholder, Zhejiang Donghang Holding Group, signed a memorandum with Beijing Juyuan Weiye Energy Technology to transfer 24.1059 million shares, representing 19.03% of the total share capital, which will lead to a change in control of the company [1][2] - If the transaction is completed, the controlling shareholder will change to Juyuan Weiye, and the actual controller will be Lin Rongsheng [1] - Hangzhou High-tech, established in 2004 and listed on the Growth Enterprise Market in 2015, specializes in the research, production, and sales of polymer materials for cables, serving various sectors including power, shipping, rail transit, communication, electrical equipment, construction, and new energy [1] Group 2 - The memorandum stipulates that after the transfer of control, Donghang Group will not seek control of the listed company and will fulfill performance commitments during the commitment period [2] - Donghang Group commits that from 2025 to 2027, the net profit of Hangzhou High-tech's existing business segments will be positive, with consolidated revenue not less than 300 million yuan after excluding unrelated business income [2] - If the actual performance does not meet the commitments, Donghang Group will compensate the difference in cash within five working days after the audit report is issued [2] Group 3 - Juyuan Weiye, established in 2017 with a registered capital of 50 million yuan, is indirectly controlled by Juyuan Energy, a significant LNG producer in Northwest China [3] - Juyuan Energy operates four LNG plants with an annual liquefied natural gas production capacity of 3 million tons and has a comprehensive service network for oil and gas stations [3] - In 2024, Juyuan Energy plans to increase its production capacity by 100% and revenue growth at a compound annual growth rate of 144% [3]
300478,又易主!今日复牌
Zhong Guo Ji Jin Bao· 2025-07-01 16:22
Core Viewpoint - Hangzhou Gaoxin will have a new controlling shareholder, Beijing Juyuan Weiye Energy Technology Co., Ltd., with Lin Rongsheng becoming the actual controller of the company [2][3]. Group 1: Transaction Details - The transaction involves Juyuan Weiye acquiring 19.03% of Hangzhou Gaoxin's shares from its current controlling shareholder, Zhejiang Donghang Holding Group Co., Ltd., at a total company valuation of 2.6 billion yuan [3][5]. - The share price for the acquisition is based on Hangzhou Gaoxin's current stock price of 13.48 yuan per share, with a total market capitalization of approximately 1.7 billion yuan [2][7]. - Donghang Group has committed not to seek control of the company post-transaction and has made performance guarantees for the existing business, ensuring net profits remain positive and consolidated revenue does not fall below 300 million yuan during the performance commitment period from 2025 to 2027 [5]. Group 2: Company Background - Hangzhou Gaoxin, established in 2004, specializes in the research, production, and sales of polymer materials for cables, serving various sectors including 5G, military, marine engineering, electricity, new energy, and rail transportation [7]. - The company has experienced multiple ownership changes in its history, with the latest being the transition from Donghang Group to Juyuan Weiye [7]. - Recent financial performance has been challenging, with revenues of 368 million yuan, 389 million yuan, and 384 million yuan for the years 2022, 2023, and 2024 respectively, and net profits showing fluctuations, including a loss of 21.65 million yuan in 2022 and a profit of 23.64 million yuan in 2023 [7].
300478,又易主!今日复牌
中国基金报· 2025-07-01 16:14
Core Viewpoint - The acquisition of control over Hangzhou High-tech by Juyuan Weiye marks a significant change in the company's ownership structure, with Lin Rongsheng becoming the actual controller [2][3][4]. Group 1: Acquisition Details - Juyuan Weiye will acquire 19.03% of Hangzhou High-tech's shares from its current controlling shareholder, Donghang Group, at a total valuation of 2.6 billion yuan [4]. - The transaction involves the transfer of 24.1059 million shares, and the stock will resume trading on July 2 [4]. - Donghang Group has committed not to seek control of the company post-transaction and has made performance guarantees for the existing business [6]. Group 2: Financial Performance - Hangzhou High-tech's revenue for 2022, 2023, and 2024 was reported at 368 million yuan, 389 million yuan, and 384 million yuan, respectively, with net profits of -21.65 million yuan, 23.64 million yuan, and -24.34 million yuan [9]. - In Q1 of the current year, the company achieved a revenue of 83.908 million yuan, reflecting a year-on-year increase of 21.75%, but reported a net loss of 1.8043 million yuan [9]. Group 3: Market Context - Hangzhou High-tech's stock price was 13.48 yuan per share as of June 27, with a year-to-date increase of approximately 50%, resulting in a market capitalization of around 1.7 billion yuan [8][9]. - The company has a history of ownership changes, having undergone multiple transitions in control since its establishment in 2004 [9].
突然停牌!300478,控制权拟变更!上半年涨近50%
中国基金报· 2025-06-30 15:33
Core Viewpoint - Hangzhou High-tech is planning a change in control, with the controlling shareholder proposing to transfer 19.03% of the company's shares, which may lead to a change in control of the company. The stock has seen an increase of nearly 50% in the first half of the year [2][4]. Summary by Sections Control Change Announcement - On June 30, Hangzhou High-tech announced that its controlling shareholder, Zhejiang Donghang Holding Group Co., Ltd., and actual controller Hu Min are planning to transfer 19.03% of the company's total shares, which may result in a change of control [4]. - The stock was suspended from trading starting June 30, with the suspension expected to last no more than two trading days [4]. Company Overview - Established in 2004, Hangzhou High-tech is primarily engaged in the research, production, and sales of polymer materials for cables. The company offers a variety of products, including general PVC cable materials, special PVC cable materials, halogen-free low-smoke flame-retardant cable materials, special polyethylene and cross-linked polyethylene cable materials, and chemical cross-linked cable materials [4]. - The company's products are widely used in sectors such as 5G, military, marine engineering, electricity, new energy, and rail transit [4]. Financial Performance - In 2024, the company reported operating revenue of 384 million yuan, a year-on-year decrease of 1.23%. The net profit attributable to shareholders was a loss of 24.34 million yuan, attributed to intense market competition and high financial costs [5]. - In the first quarter of the year, the operating revenue was 83.91 million yuan, a year-on-year increase of 21.75%. The net profit attributable to shareholders was a loss of 1.80 million yuan, which is a significant narrowing compared to a loss of 4.07 million yuan in the same period last year [5]. Previous Transactions - In December of the previous year, the company announced plans to acquire 51% of the shares of Fujian Nanping Solar High-tech Materials Co., Ltd. from Hangzhou Ruixin Cable Materials Partnership. However, this major asset restructuring was abruptly terminated in January due to disagreements on valuation and commercial terms [5]. - In March, the company announced plans to jointly establish "Fujian Nanping Solar High-tech Cable Materials Co., Ltd." with Fujian Nanping Solar Cable Co., Ltd. to promote industry chain collaboration and market development in South China [6]. Stock Performance - As of June 27, prior to the suspension, the stock closed at 13.48 yuan per share, with a year-to-date increase of 49.61%. The latest total market capitalization was 1.7 billion yuan [7].
*ST摩登2024年度业绩说明会问答实录:收购辽宁沈鹏电力已获董事会及股东会审批通过
Quan Jing Wang· 2025-05-29 03:14
Core Viewpoint - The company held its annual performance briefing for 2024, addressing various investor inquiries and providing updates on its financial and operational status. Group 1: Financial and Operational Updates - The company has resolved most of its illegal guarantee issues and has made progress in internal control measures, as detailed in announcements made on April 30, 2025, and April 28, 2025 [2][3]. - As of the date of the briefing, the company has not been delisted by the Shenzhen Stock Exchange despite being under risk warning [3]. - The company has completed the recovery of 24.19 million yuan from its former controlling shareholder, which was a significant financial concern [3]. Group 2: Future Plans and Strategic Direction - The company plans to enhance its management and operational capabilities in 2025, focusing on improving store profitability and market competitiveness [7]. - The acquisition of 100% equity in Liaoning Shenpeng Electric Power Technology Co., Ltd. has been approved, aligning with national industrial policies and the company's strategic development [7]. - The company aims to expand its business into cable accessories and related products, which are expected to become new growth points for performance [7]. Group 3: Market Perception and Stock Performance - The company's stock price is influenced by various market factors, and there is a recognition of the need for improved market confidence [8][11]. - Despite being recognized for resolving fund occupation issues, the stock price remains under pressure, indicating broader market challenges [8].