11 月 21 日，凯众股份（603037）（SH603037，股价13.08元，市值35.06亿元）发布公告称，公司正在 筹划以发行股份及支付现金的方式收购安徽拓盛汽车零部件股份有限公司（以下简称安徽拓盛）的控制 权。 凯众股份称，公司股票及可转债于2025年11月24日（星期一）开市起停牌。 《每日经济新闻》记者注意到，公司此次拟购标的安徽拓盛年产值超过5亿元，且拥有比亚迪 （002594）、蔚来等"豪华"客户朋友圈。记者通过梳理凯众股份的历史公告发现，安徽拓盛的法定代表 人及实际控制人朱成，与凯众股份的一位股东、公司创始元老黄月姣系母子关系。 凯众股份表示，因本次交易尚处于筹划阶段，有关事项尚存在不确定性，公司股票及可转债自2025年11 月24日（星期一）开市起停牌，预计停牌时间不超过5个交易日。 此次凯众股份相中的标的——安徽拓盛，在汽车零部件领域并非无名之辈。据公开资料，该公司成立于 2013年，注册资本3000万元。 安徽拓盛官网介绍称，其位于安徽省广德市经济开发区文正路387号，占地84.46亩，年产值超过5亿 元，主要从事汽车、家电橡胶减震件的研发、生产和销售。 安徽拓盛官网介绍称，其客户包 ...

Core Viewpoint - Kaizhong Co., Ltd. is planning to acquire control of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, with the stock and convertible bonds set to be suspended from trading starting November 24, 2025 [2][3][6]. Group 1: Acquisition Details - The acquisition involves purchasing 60% of Anhui Tuosheng's equity, with the transaction price to be determined based on an asset evaluation report [4][6]. - The company aims to raise funds from no more than 35 specific investors to finance the acquisition [3][6]. - The transaction is expected to be classified as a major asset restructuring but will not change the actual controller of Kaizhong [6]. Group 2: Anhui Tuosheng Overview - Anhui Tuosheng has an annual output value exceeding 500 million yuan and serves notable clients such as BYD and NIO [2][6]. - Established in 2013 with a registered capital of 30 million yuan, Anhui Tuosheng specializes in the R&D, production, and sales of rubber damping components for automobiles and home appliances [6]. - The company has received multiple recognitions, including high-tech enterprise certifications and rankings among the top enterprises in Guangde County [7]. Group 3: Ownership and Relationships - The actual controller of Anhui Tuosheng, Zhu Cheng, is the son of Huang Yuejiao, a significant shareholder and founding member of Kaizhong [8][12]. - Historical documents indicate that there is no competitive relationship between Kaizhong and Anhui Tuosheng, as their product lines serve different applications [12].

Core Viewpoint - Kaizhong Co., Ltd. plans to acquire control of Anhui Tuosheng Automotive Parts Co., Ltd., which is expected to constitute a major asset restructuring, leading to a suspension of its stock trading starting November 24, 2025 [1][4]. Group 1: Acquisition Details - The company announced on November 21 that it is planning to acquire a 60% stake in Anhui Tuosheng through a combination of issuing shares and cash payments [3]. - The transaction price will be based on an asset valuation report from a qualified assessment agency, with the final price to be negotiated among the parties involved [3]. - The agreement signed is a non-binding intention agreement, serving as a guideline for further negotiations and the signing of formal legal documents [3]. Group 2: Financial Performance - For the first three quarters of 2025, Kaizhong Co., Ltd. reported revenue of 564 million yuan and a net profit of 58.29 million yuan [4]. - As of November 21, the company's stock price was 13.08 yuan per share, with a total market capitalization of 3.506 billion yuan [4]. Group 3: Business Strategy - The company aims to steadily advance its core businesses in shock-absorbing components and pedal assemblies, enhancing its competitive advantages while adapting to industry trends and market demands [6]. - Kaizhong Co., Ltd. is focused on expanding its international business footprint, establishing overseas subsidiaries in Mexico, the United States, Germany, and Morocco, and setting up an office in Japan [7]. - The Mexican factory has received recognition from various domestic and international OEMs and Tier 1 customers, with projects for buffer blocks and pedals already in mass production [7].

重要公告。 凯众股份（603037）11月21日晚间公告，公司正在筹划以发行股份及支付现金的方式收购安徽拓盛汽车 零部件股份有限公司（简称"安徽拓盛"）的控制权，并向不超过35名特定投资者发行股份募集配套资金 （简称"本次交易"），募集资金全部用于支付本次交易对价，不存在补充流动资金的情形。经初步测 算，本次交易可能构成《上市公司重大资产重组管理办法》规定的重大资产重组。 | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 603037 | 凯众股份 | A 股 停牌 | 2025/11/24 | | | | | 113698 | 凯众转债 | 可转债债券停牌 | 2025/11/24 | | | | 公司官网显示，凯众股份是掌握先进的减震系统材料配方和产品设计开发核心技术、专业化制造汽车悬 架系统减震元件、踏板总成及高性能聚氨酯承载轮的高新技术企业。主要客户包括上汽大众、一汽大 众、上汽通用等国内主要轿车生产厂和通用全球、福特、大众欧洲、保时捷、马自达、铃木等国外 ...

Core Viewpoint - Kaizhong Co., Ltd. is planning to acquire control of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, with the fundraising aimed solely at covering the transaction price [1][3] Group 1: Company Overview - Kaizhong Co., Ltd. specializes in advanced shock absorption system materials and product design, manufacturing automotive suspension system components, pedal assemblies, and high-performance polyurethane load-bearing wheels [2] - Major clients include domestic automotive manufacturers such as SAIC Volkswagen and FAW Volkswagen, as well as international brands like General Motors, Ford, Porsche, Mazda, and Suzuki [2] Group 2: Transaction Details - The acquisition involves purchasing 60% of Anhui Tuosheng's equity, which focuses on the research, production, and sales of rubber-based elastic damping and sealing components that affect automotive NVH (Noise, Vibration, Harshness) performance [3][4] - The transaction is currently in the planning stage, and the company has applied for a trading suspension to ensure fair information disclosure and protect investor interests, with the suspension expected to last no more than five trading days [3][4] Group 3: Financial Aspects - The funds raised from issuing shares to no more than 35 specific investors will be entirely used for the transaction price, with no intention of supplementing working capital [1] - The transaction may constitute a significant asset restructuring as defined by the relevant regulations [1]

Core Viewpoint - Kaizhong Co., Ltd. (603037) is planning to acquire control of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, with the fundraising aimed solely at covering the transaction price, indicating a significant asset restructuring under relevant regulations [1][4]. Group 1: Company Overview - Kaizhong Co., Ltd. specializes in advanced shock absorption system materials and product design, manufacturing automotive suspension system components, pedal assemblies, and high-performance polyurethane wheels, serving major domestic and international automotive manufacturers [2]. - Anhui Tuosheng focuses on the research, production, and sales of rubber-based elastic damping and sealing components that affect automotive NVH (Noise, Vibration, Harshness) performance [3]. Group 2: Transaction Details - The acquisition involves purchasing a 60% stake in Anhui Tuosheng, with the transaction price to be determined based on an asset evaluation report from a qualified assessment agency [4]. - The company has signed a Letter of Intent for the acquisition, which serves as a preliminary agreement before formal contracts are established, emphasizing that it does not constitute a binding contract [4]. Group 3: Stock Suspension - Kaizhong Co., Ltd. and its convertible bonds will be suspended from trading starting November 24, 2025, for a period not exceeding five trading days, to ensure fair information disclosure and protect investor interests during the transaction planning phase [2][4].

Core Viewpoint - Kaizhong Co., Ltd. is planning to acquire control of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of share issuance and cash payment, which may constitute a significant asset restructuring according to relevant regulations [1][3] Group 1: Company Overview - Kaizhong Co., Ltd. specializes in advanced shock absorption system materials and product design, manufacturing automotive suspension system components, pedal assemblies, and high-performance polyurethane wheels [2] - Major clients include domestic automobile manufacturers such as SAIC Volkswagen and FAW Volkswagen, as well as international brands like General Motors, Ford, Porsche, Mazda, and Suzuki [2] Group 2: Transaction Details - The company intends to acquire 60% of Anhui Tuosheng's equity, with the transaction price based on an asset valuation report from a qualified assessment agency [3][4] - The transaction is currently in the planning stage, and the company has signed a letter of intent with all counterparties, which serves as a preliminary agreement before formal contracts are established [4] Group 3: Stock Suspension - To ensure fair information disclosure and protect investor interests, Kaizhong Co., Ltd. has applied for a stock suspension starting November 24, 2025, for a period not exceeding five trading days [3] - During the suspension, the company will fulfill its information disclosure obligations in accordance with legal regulations based on the progress of the transaction [3]

1. Report Industry Investment Rating No relevant content provided. 2. Core Viewpoints - The Kaizhong Convertible Bond (113698.SH) started online subscription on August 15, 2025, with a total issuance scale of 308 million yuan. After deducting issuance fees, the net proceeds will be used for the new intelligent small home appliance manufacturing base (Phase II) project of Guangdong Xiaoxiong Boutique Electric Appliance Co., Ltd. [3] - The current bond floor valuation is 91.47 yuan, and the YTM is 2.19%. The convertible bond has a 6 - year term, with a credit rating of AA - / AA - by Shanghai New Century Credit Rating & Investment Service Co., Ltd. The bond floor protection is good. [3] - The current conversion parity is 106.14 yuan, and the parity premium rate is - 5.79%. The conversion period is from February 23, 2026, to August 14, 2031. [3] - The convertible bond terms are mediocre, and the total share capital dilution rate is 8.31%. The pressure on share capital dilution is relatively small. [3] - It is expected that the listing price of the Kaizhong Convertible Bond on the first day will be between 130.76 and 145.40 yuan, and the subscription rate is expected to be 0.0013%. It is recommended to actively subscribe. [3] - Since 2020, Kaizhong Co., Ltd.'s revenue has grown steadily, with a compound growth rate of 10.96% from 2020 - 2024. In 2024, the company achieved an operating income of 739 million yuan, a year - on - year increase of 15.17%. [3] - Kaizhong Co., Ltd.'s operating income mainly comes from the automotive parts business, and the product structure changes annually. Since 2022, the proportion of the automotive parts business in the main business income has remained stable, all above 90% from 2022 - 2024. [3] - Kaizhong Co., Ltd.'s sales gross profit margin has remained stable, the sales net profit margin has decreased, the sales expense ratio has decreased, the financial expense ratio has remained stable, and the management expense ratio has increased. [3] 3. Summary by Directory 3.1 Convertible Bond Basic Information - The Kaizhong Convertible Bond's issuance and subscription schedule includes steps from August 13 to August 21, 2025, with specific arrangements such as announcements, roadshows, and subscription dates [9]. - The convertible bond has a code of 113698.SH, a total issuance scale of 308 million yuan, a 6 - year term from August 15, 2025, to August 14, 2031, a face value of 100 yuan, and specific coupon rates from the first to the sixth year. The conversion price is 12.7 yuan per share, and the conversion period is from February 23, 2026, to August 14, 2031 [10]. - The net proceeds from the issuance will be used for the Nantong production base expansion project and supplementary working capital, with 218.447 million yuan for the expansion project and 90 million yuan for supplementary working capital [11]. - The bond - related indicators show a pure bond value of 113.70 yuan, a pure bond premium rate of - 12.05%, and a pure bond YTM of 2.19%. The stock - related indicators show a conversion parity of 106.14 yuan and a parity premium rate of - 5.79% [11]. 3.2 Investment Subscription Suggestion - By referring to comparable targets and using an empirical model, it is expected that the listing price of the Kaizhong Convertible Bond on the first day will be between 130.76 and 145.40 yuan, with a conversion premium rate of about 30% on the first - day listing [14][15]. - It is expected that the priority subscription ratio of original shareholders will be 64.05%, and the online subscription rate will be 0.0013% [16]. 3.3 Positive Stock Fundamental Analysis 3.3.1 Financial Data Analysis - Kaizhong Co., Ltd. is a high - tech enterprise with independent innovation capabilities, focusing on automotive parts. Its products include shock - absorbing components and pedal assemblies, and it has a wide range of customers at home and abroad [17]. - From 2020 - 2024, the company's operating income had a compound growth rate of 10.92%. In 2024, the operating income was 748 million yuan, a year - on - year increase of 1.22%. The net profit attributable to the parent company fluctuated, with a compound growth rate of 2.24% from 2020 - 2024. In 2024, it was 90 million yuan, a year - on - year decrease of 1.56% [18]. - The company's operating income mainly comes from the automotive parts business, and the proportion of the rubber wheel business has been decreasing, with revenue from other businesses appearing for the first time in 2024 [22]. - From 2020 - 2024, the company's sales gross profit margin remained stable, the sales net profit margin decreased, the sales expense ratio decreased, the financial expense ratio remained stable, and the management expense ratio increased. The company's gross and net profit margins are higher than the industry average, and the sales expense ratio is lower, while the management expense ratio is higher [25]. 3.3.2 Company Highlights - The company focuses on R & D, production, and sales of automotive chassis suspension system shock - absorbing components, lightweight pedal assemblies, and special polyurethane elastomers. It has a high - quality R & D team covering multiple disciplines and has obvious advantages in material technology and other aspects [30].

Core Insights - The company demonstrated resilience in a complex economic environment, achieving revenue and net profit growth in Q1 2025 [1] - The company plans to distribute cash dividends and increase capital reserves, reflecting strong financial performance [1] Financial Performance - In 2024, the company reported revenue of 748 million yuan, a year-on-year increase of 1.22%, and a net profit of 90.39 million yuan [1] - For Q1 2025, the company achieved revenue of 159 million yuan, a year-on-year increase of 19.52%, and a net profit of 12.52 million yuan, up 4.09% [1] - The net cash flow from operating activities for 2024 was 129 million yuan, a 16.10% increase, while Q1 2025 saw a significant rise of 144.82% to 29.15 million yuan [1] Business Development - The core business areas of shock-absorbing components and pedals contributed over 96% of total revenue in 2024, with shock-absorbing components generating 489 million yuan (65.30% of total revenue) and pedals 230 million yuan (30.75%) [2] - The company secured multiple projects with major automotive manufacturers, including Stellantis, Toyota, and BYD, enhancing its market presence [2] Technological Advancements - The company invested 51.05 million yuan in R&D in 2024, accounting for 6.82% of revenue, with cumulative R&D investment over three years reaching 176 million yuan [3] - Significant progress was made in production automation, improving product quality and operational efficiency through advanced manufacturing technologies [3] Strategic Direction - The company aims to deepen its core business, accelerate new business development, and enhance overall competitiveness, transitioning from a parts supplier to a systems supplier and expanding internationally [4]