Core Viewpoint - Roman Holdings is acquiring a 39.23% stake in Wutong High-tech, which is involved in computing power solutions, with a profit guarantee of 400 million yuan from 2025 to 2027 [1][4][7] Group 1: Acquisition Details - The acquisition agreement involves Roman Holdings, Wutong Technology, and Wutong High-tech, with the controlling shareholder being Sun Jianming [4] - After the transaction, Roman Holdings will become the largest shareholder of Wutong High-tech, which will be included in its consolidated financial statements [4][8] - Shanghai Bahuang will acquire 5.0455% of Roman Holdings' shares for 183 million yuan, becoming a significant shareholder [6] Group 2: Performance Guarantees - A performance compensation clause is included, requiring Wutong High-tech to achieve a cumulative net profit of no less than 400 million yuan from 2025 to 2027 [7] - If the profit target is not met, Wutong Technology and Shanghai Bahuang will be jointly liable for cash compensation, with Sun Jianming and Luo Jing Investment responsible for any shortfall [7] Group 3: Company Background - Wutong High-tech, established in December 2023, is still in its early development stage and has not yet achieved significant revenue [9][11] - Roman Holdings primarily focuses on landscape lighting and related services, indicating a diversification into a new industry with this acquisition [9] Group 4: Financial Performance - In 2024, Roman Holdings reported revenue of 688 million yuan, a year-on-year increase of 12.7%, but incurred a net loss of 34.84 million yuan [12] - For Q1 2025, the company achieved revenue of 180 million yuan, a 49.44% increase year-on-year, but net profit decreased by 20.68% [12]

【导读】罗曼股份拟以现金收购武桐树高新39.23%股权 8月5日，罗曼股份（605289）发布公告称，公司拟以现金方式收购武桐高新的39.23%的股权，交易对价上限为2亿元。 主营景观照明的罗曼股份并购跨界算力，此次收购附带2025—2027年累计4亿元的净利润对赌协议，而武桐高新成立不到两年，目前尚未形成规模化收 入。 公告称，罗曼股份于近日与武桐科技、武桐高新、公司控股股东、实际控制人孙建鸣及其一致行动人罗景投资、上海八荒签订了《关于上海武桐树高新技 术有限公司之控股权收购框架协议》。 罗曼股份拟使用自有或自筹资金，收购武桐科技持有的武桐高新39.23%的股权。本次交易完成后，罗曼股份将成为标的公司第一大股东，实控人变更为 孙建鸣、孙凯君（罗景投资的实控人），标的公司将纳入公司合并报表范围，成为公司控股子公司。 此外，上海八荒基于对公司的认可，同时为绑定标的公司的经营管理层及核心人员达成业绩承诺，与孙建鸣及其一致行动人罗景投资签订协议，以33.21 元/股受让罗曼股份550万股（占总股本5.0455%），总价为1.83亿元。交易完成后，上海八荒将成为公司持股5%以上股东。 本次标的公司股权转让方武桐科技与 ...

Group 1 - Roman Holdings (罗曼股份) opened with a 5.03% increase but quickly fell, closing with a 6.11% drop at 35.48 CNY per share [1] - The company announced plans to acquire 39.2308% of Shanghai Wutongshu High-tech Co., Ltd. for no more than 200 million CNY [1] - Upon completion of the transaction, Roman Holdings will become the largest shareholder of Wutongshu, with significant control over its board and operations [1] Group 2 - Wutongshu primarily engages in AIDC computing servers and cluster solutions, which differs from Roman Holdings' main business [2] - The acquisition poses integration risks due to the lack of prior experience in the relevant industry for Roman Holdings [2] - The funding for the acquisition will come from self-owned or raised funds, and it is stated that this will not adversely affect the company's existing operations or financial status [2]

Core Viewpoint - The company plans to acquire a 39.2308% stake in Shanghai Wutong Tree High-tech Co., Ltd. from Shanghai Wutong Tree Technology Development Co., Ltd. through a cash transaction, which will make the company the largest shareholder of the target company and allow it to control its operations and financial decisions [1][6][20] Group 1: Transaction Overview - The acquisition will be executed through a cash payment, with the total transaction price not exceeding 200 million yuan [15] - The target company, Wutong High-tech, is primarily engaged in AIDC computing server and cluster comprehensive solution services, which is a different industry from the company's main business [20] - The transaction is currently in the planning stage, and the final agreement is subject to due diligence, auditing, and evaluation results [2][22] Group 2: Performance Commitment - The target company has committed to achieving a cumulative net profit of no less than 400 million yuan for the years 2025, 2026, and 2027, after deducting non-recurring gains and losses [2][21] - If the performance commitment is not met, the sellers are obligated to compensate the company in cash, with joint liability for any unpaid amounts [2][5] Group 3: Shareholding and Control - Following the acquisition, the company will appoint three out of five directors to the board of the target company and will have decision-making authority over its operations, personnel, and financial matters [1][6][20] - The company will also ensure that the financial manager of the target company is a person recommended by it [1][6] Group 4: Related Party Transactions - The transaction constitutes a related party transaction due to the common control by Wuchuang Group over both the seller and the buyer [2][10] - The company has confirmed that there were no prior related party transactions with the seller before this transaction [2][8] Group 5: Risk Factors - The target company is newly established, having been founded in December 2023, which presents risks regarding its future profitability and the alignment of the transaction price with its actual value [3][20] - The company faces operational integration risks due to its lack of experience in the target company's industry [20]

Group 1 - The company plans to acquire 39.2308% equity of Shanghai Wutongshu High-tech Co., Ltd. from Shanghai Wutongshu Technology Development Co., Ltd. in cash, becoming the largest shareholder of the target company [1] - After the acquisition, the company will appoint three-fifths of the board members of the target company and will have decision-making power over its operations, personnel, and financial matters [1] - The target company will be included in the company's consolidated financial statements as a subsidiary [1] Group 2 - Shanghai Bahuang recognizes the company's future prospects and investment value, leading to a share transfer agreement where the controlling shareholder and actual controller will transfer a total of 5.0455% of the company's shares to Shanghai Bahuang [2] - The share transfer agreement will take effect upon the signing of the formal equity transfer agreement related to the acquisition of the 39.2308% equity [2] - The target company primarily engages in AIDC computing power servers and cluster comprehensive solution services, with a performance commitment of no less than 400 million yuan in net profit for the years 2025 to 2027 [3]

Group 1 - The company plans to acquire 39.2308% equity of Shanghai Wutongshu High-tech Co., Ltd. from Shanghai Wutongshu Technology Development Co., Ltd. in cash, making it the largest shareholder of the target company [1] - After the transaction, the company will appoint three-fifths of the board members of the target company and will have decision-making power over its operations, personnel, and financial matters [1] - The target company will be included in the company's consolidated financial statements as a subsidiary [1] Group 2 - Shanghai Bahuang recognizes the company's future prospects and investment value, leading to an agreement to transfer a total of 5.0455% of the company's shares (5.5 million shares) from the controlling shareholder and its action-in-concert party to Shanghai Bahuang [2] - The share transfer agreement will take effect upon the signing of the formal equity transfer agreement related to the acquisition of the 39.2308% equity [2] - The target company primarily engages in AIDC computing power servers and cluster comprehensive solution services [3] Group 3 - The target company has a performance commitment to achieve a net profit of no less than 400 million yuan for the years 2025, 2026, and 2027, with performance compensation clauses included in the agreement [3] - The signing of the framework agreement is expected to optimize resource integration and enhance the company's industrial layout and business expansion [3]

Core Viewpoint - The company, Roman Co., plans to acquire a 39.2308% stake in Shanghai Wutongshu High-tech Co., Ltd. through a cash transaction, which will make it the largest shareholder and grant it decision-making power over the target company's operations, personnel, and finances [1] Group 1 - The acquisition will result in the target company being included in the company's consolidated financial statements as a subsidiary [1] - The target company specializes in AIDC computing power servers and integrated solution services [1]

Core Viewpoint - Roman Co. plans to acquire a 39.2308% stake in Wutong High-tech, aiming to become the largest shareholder and gain significant control over the company's operations [1] Group 1: Acquisition Details - The acquisition will be conducted in cash, and upon completion, Roman Co. will appoint three-fifths of the board members of Wutong High-tech [1] - The financial officer of Wutong High-tech will be recommended by Roman Co. and appointed by the board, granting Roman Co. decision-making power over operations, personnel, and financial matters [1] - Wutong High-tech will be included in Roman Co.'s consolidated financial statements as a subsidiary [1] Group 2: Business Focus - Wutong High-tech specializes in AIDC computing servers and integrated solutions, which is a different industry from Roman Co.'s main business [1] Group 3: Risks - The acquisition may involve integration risks [1]