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After nearly two years of planning, *ST Hexin's share issuance for asset acquisition has reached the review stage, set to face a major test on September 29. It is reported that the company plans to acquire 56% equity in Shanghai Liangxi Technology Co., Ltd. (hereinafter referred to as "Liangxi Technology") and raise matching funds. Whether this merger ultimately receives approval from the Merger and Reorganization Committee will soon be revealed.
Behind the planned restructuring, *ST Hexin's performance in recent years has not been optimistic. Since 2022, the company has posted net losses for four consecutive years and is currently under delisting risk warning. This restructuring is also seen by the market as a key measure taken by *ST Hexin to preserve its listing status.
Restructuring to be reviewed on September 29
According to arrangements, the Shanghai Stock Exchange Merger and Reorganization Committee is scheduled to hold the 18th merger and reorganization review meeting of 2026 on September 29 to deliberate on *ST Hexin's share issuance for asset acquisition. According to *ST Hexin's latest restructuring report (review draft), the company plans to acquire 56% equity in Liangxi Technology from two counterparties, Wu Ming and Shanghai Yandao, through share issuance and cash payment, while raising matching funds, with a transaction price of approximately 382 million yuan. This transaction constitutes a major asset restructuring and is expected to constitute a related-party transaction.
Looking back at *ST Hexin's historical announcements, the company began planning this restructuring in October 2024, and it has been nearly two years since. Information shows that Liangxi Technology focuses on the research and development, production, and sales of ultra-low-temperature and ultra-weak signal measurement and control equipment. *ST Hexin is a national Torch Program key high-tech enterprise integrating mass spectrometer research and development, production, sales, and technical services. *ST Hexin stated that after this transaction, the company and the target company will enhance the listed company's product performance through complementary technological advantages, lay out the target company's new technology routes, integrate customer and supplier resources, expand overall sales scale, and strengthen market competitiveness. At the same time, the company's operating revenue, net asset scale, and net profit will all improve.
It should be noted that this transaction is a premium acquisition. Taking December 31, 2025 as the evaluation base date, the book value of Liangxi Technology's net assets was 81.3557 million yuan, while the value of all shareholders' equity evaluated using the income approach was 687 million yuan, with an appreciation amount of approximately 606 million yuan and an appreciation rate of 744.44%. After the completion of this transaction, the company will add approximately 225 million yuan in goodwill. Investment and financing expert Xu Xiaoheng stated that high goodwill is often accompanied by high-premium acquisitions, reflecting growth assumptions embedded in transaction pricing. If the target company's performance falls short of expectations, a large goodwill impairment provision will affect the listed company's net profit.
Pressure to preserve listing status looms
Behind the planned merger and reorganization, *ST Hexin has been placed under delisting risk warning and faces delisting risk. From a fundamental perspective, *ST Hexin listed on the STAR Market in 2021. However, in the year following its listing, the company's performance "changed face." From 2022 to 2025, *ST Hexin's net profit remained in a loss state for four consecutive years. Because the lower of the net profit attributable to shareholders of the listed company before and after deducting non-recurring gains and losses in 2025 was negative, and because operating revenue after deducting business income unrelated to the main business in 2025 was less than 100 million yuan, the company's stock has been subject to delisting risk warning since April 30 this year.
Specifically, from 2022 to 2025, *ST Hexin's operating revenue was approximately 280 million yuan, 366 million yuan, 203 million yuan, and 99.3926 million yuan, respectively; corresponding net profit attributable to shareholders was approximately -63.3283 million yuan, -96.1061 million yuan, -45.9909 million yuan, and -94.8018 million yuan, respectively. From January to June 2026, *ST Hexin achieved operating revenue of approximately 34.6992 million yuan, a year-on-year decrease of 34.3%; corresponding net profit attributable to shareholders was approximately -19.438 million yuan, with losses increasing year on year. Regarding the performance changes in the first half of this year, *ST Hexin gave two explanations. First, affected by the phased tightening of the government procurement cycle, the company's overall operating revenue fell short of expectations, and overall gross profit was still insufficient to cover the rigid expenditures required for daily operations, resulting in an operating loss. Second, the Shanghai high-end mass spectrometer industrialization project of the company's holding subsidiary completed construction and was transferred to fixed asset accounting in the fourth quarter of the previous year. Affected by the market environment and production scheduling arrangements, the project has not yet achieved full production and operation, and the corresponding newly increased depreciation and expensed interest further increased the company's fixed cost pressure.
Compared with *ST Hexin's past performance, the target company Liangxi Technology has delivered strong performance. Financial data shows that in 2024 and 2025, Liangxi Technology achieved operating revenue of approximately 72.5866 million yuan and 153 million yuan, respectively; corresponding net profit attributable to shareholders was approximately 21.9747 million yuan and 51.5557 million yuan, respectively. According to *ST Hexin, based on relevant data, after the transaction is completed, the target company's operating revenue as a proportion of the combined listed company's operating revenue in 2024 and 2025 will be 26.39% and 60.57%, respectively. In addition, regarding the share issuance, the issue price is 17.6 yuan per share, with 13.95 million shares planned to be issued, accounting for 16.53% of the listed company's total share capital after issuance. As of the close on September 24, *ST Hexin traded at 142.39 yuan per share. Compared with the company's latest closing price, this issue price represents a significant discount. Regarding related issues, a reporter from Beijing Business Daily called *ST Hexin for an interview, but no one answered the phone.