Core Viewpoint - Jia Rong Technology is planning a significant asset restructuring by acquiring a controlling stake in Hangzhou Lanran Technology Co., Ltd. through a share issuance and raising matching funds, which is expected to constitute a major asset restructuring. The transaction is still in the planning stage and is subject to uncertainties [1][4]. Summary by Sections Acquisition Details - On November 16, Jia Rong Technology signed a share purchase intention agreement with major shareholders of Hangzhou Lanran, agreeing to acquire all shares held by them through share issuance [4]. - The transaction is expected to involve issuing shares and raising matching funds, which will likely constitute a major asset restructuring. Post-transaction, the main counterparties are expected to hold over 5% of the listed company, indicating a related party transaction [4]. Company Background - Hangzhou Lanran, established in September 2009, is a national high-tech enterprise focusing on ion exchange membranes and electrodialysis technology, primarily engaged in gas and liquid separation and purification equipment manufacturing [5]. - The company has developed a membrane-integrated separation technology centered on electrodialysis, targeting industries such as power, metallurgy, petrochemicals, and wastewater resource utilization [5]. IPO History - Hangzhou Lanran previously attempted an IPO on the ChiNext board in June 2022 but withdrew its application in December 2022 due to significant issues identified during the review process, including serious revenue recognition problems [6][7]. - The company was flagged by the Shenzhen Stock Exchange as a typical regulatory case due to its failure to provide complete project materials and intentional concealment of information [7]. Strategic Development - The proposed acquisition of Hangzhou Lanran aligns with Jia Rong Technology's strategy of external growth, following its previous acquisition of Israeli company AMS in 2022, which specializes in producing membranes resistant to strong acids and bases [9][10]. - This acquisition is expected to enhance Jia Rong Technology's product line by integrating Hangzhou Lanran's technological expertise in ion exchange membranes and electrodialysis [11]. Financial Performance - Jia Rong Technology's recent financial report indicates improved profitability but pressure on cash flow, with a revenue of 362 million CNY for the first three quarters of 2023, a year-on-year decrease of 7.53%, while net profit increased by 12.95% to 59.3 million CNY [12][13]. - The company reported a gross margin of 41.18% and a net margin of 16.7%, both showing improvement compared to the previous year, although accounts receivable reached 628 million CNY, over ten times its net profit, indicating potential cash flow risks [13].

Core Viewpoint - The company has completed the investment project "Guangdong Qingyan High-end Environmental Equipment R&D and Manufacturing Base" and plans to permanently supplement its working capital with the remaining funds from the fundraising [1][4][8]. Fundraising Basic Information - The company raised a total of RMB 516.21 million by issuing 27.01 million shares at a price of RMB 19.09 per share, with a net amount of RMB 443.49 million after deducting issuance costs [1][2]. Fundraising Usage - The raised funds were planned for investment in specific projects, including RMB 100 million for working capital and a total project investment of RMB 388 million [2][3]. Fundraising Management - As of June 30, 2025, the remaining balance of the raised funds was RMB 32.02 million, which includes interest and investment income after deducting bank fees [3][4]. Project Completion and Surplus Funds - The project has been completed and accepted, meeting the conditions for closure, with a surplus of RMB 70.19 million in raised funds after accounting for payments due [5][6]. Reasons for Surplus Funds - The surplus was primarily due to effective cost control and management during the project, as well as a slowdown in equipment procurement, which will now be funded by the company's own resources [6][7]. Plan for Surplus Funds - The company intends to use the surplus funds of RMB 70.19 million to permanently supplement its working capital, which will enhance the efficiency of fund usage [6][7]. Impact of Surplus Funds on the Company - The decision to use surplus funds for working capital is based on operational needs and is expected to improve fund efficiency without adversely affecting normal operations or shareholder interests [7][8]. Review Procedures and Opinions - The board of directors and the supervisory board have approved the closure of the project and the use of surplus funds, confirming compliance with relevant laws and regulations [7][8].

Company Overview - Wuhan Tianyuan Group Co., Ltd. is a private listed company focused on environmental comprehensive governance, including high-end environmental equipment manufacturing, overall environmental solutions, and water treatment services [4][8][9] - The company has undergone adjustments in its organizational structure and management personnel to meet business development needs [4][19] Credit Rating - The credit rating agency maintains the long-term credit rating of Wuhan Tianyuan Group at AA- with a stable outlook for both the company and its convertible bonds [1][3] - The rating reflects the company's strong competitive position in the environmental governance industry and stable profitability [4][6] Financial Performance - In 2024, the company reported a total revenue of 1.98 billion yuan, a year-on-year increase of 1.96%, and a profit of 391 million yuan, up 17.25% from the previous year [10][20] - The company's total assets reached 7.25 billion yuan by March 2025, with owner’s equity increasing to 3.34 billion yuan [10][20] Business Segments - The core revenue source remains the environmental overall solutions segment, which accounted for 85.64% of total revenue in 2024, with a significant increase in income [20] - The high-end environmental equipment manufacturing segment saw a decline in revenue due to project completion and acceptance timing [20][21] Industry Analysis - The wastewater treatment industry in China is experiencing growth due to increasing urban wastewater discharge and government policies aimed at improving treatment capacity [11][14] - The solid waste disposal and resource recycling industry is also expanding, driven by policy support and market demand, with a focus on reducing waste and enhancing resource recovery [15][17] Future Outlook - The company plans to strengthen its water environment governance and solid waste disposal businesses while accelerating the development of green energy and digital technology sectors [4][6] - The overall market for wastewater treatment is expected to continue growing, providing opportunities for companies in this sector [11][14]

Core Viewpoint - *ST Qingyan is experiencing a significant decline in performance, with a 48.33% decrease in revenue and a net loss of 18.22 million yuan for 2024, attributed to both industry-wide challenges and specific operational setbacks [1][2]. Financial Performance - The company's revenue for 2024 is reported at 73.17 million yuan, down from previous levels, leading to a net profit of -18.22 million yuan [1]. - The revenue drop is primarily due to a significant decline in sales of wastewater treatment technology packages, which fell from 126 million yuan in 2023 to 51.91 million yuan in 2024, a decrease of 58.91% [2]. Industry Challenges - The wastewater treatment industry is facing increased competition, with many companies resorting to aggressive pricing strategies to survive, leading to a deteriorating market environment [2]. - Local governments are struggling with funding issues, resulting in low payment willingness, which hampers project settlements across the industry [2]. - The shift in project acquisition methods and the exit of many general contracting companies from the market due to cash flow problems are impacting *ST Qingyan's business model [2][3]. Strategic Adjustments - The company is implementing a "New Partner Strategy" aimed at enhancing operational performance by leveraging accumulated technological capabilities and resources [9][11]. - This strategy involves collaboration with various stakeholders, including investors and industry experts, to foster innovation and expand into new areas such as sludge treatment and industrial wastewater management [9][10]. Historical Context - *ST Qingyan originated from the Shenzhen Tsinghua University Research Institute and has historically focused on providing cost-saving technologies for wastewater treatment projects [4][6]. - The company has previously enjoyed a strong market position due to its technological advantages, but current market conditions have led to a significant decline in profit margins [3][7]. Future Directions - The company is exploring opportunities in solid waste treatment and resource recovery, aiming to utilize existing technology for marketable mineral resource recovery [8]. - There is a focus on maintaining a lean operational structure while expanding market presence, which may require additional personnel for market development [8].