"Precise ambush" on the limit-up board? Han Jianhe Mountain's merger and acquisition matter faces a "soul-searching" question from regulators: Where does the money come from? Were insider information leaked in advance?

In mergers and acquisitions, performance commitments and valuation logic are often the core concerns of regulators. Han Jian Heshan (603616.SH, stock price 6.23 RMB, market value 2.438 billion RMB) recently disclosed a takeover plan, which due to the target asset’s rollercoaster-like performance and bizarre stock price movements, has attracted regulatory inquiries.

On the evening of February 3, Han Jian Heshan announced that it intends to acquire 99.9978% of the equity of Liaoning Xingfu New Materials Co., Ltd. (hereinafter referred to as “Xingfu New Materials”) through issuing shares and paying cash.

Following the disclosure of the plan, the Shanghai Stock Exchange promptly issued an inquiry letter, questioning whether the company’s revenue, which has “declined three consecutive times,” and its significant profit fluctuations, as well as whether the company’s cash of only 0.68 billion RMB can support the cash consideration, and whether the stock price limit increase before suspension involved insider information leakage.

Profitability of the target becomes a key focus of regulatory inquiry

As the core target of this restructuring, the financial data of Xingfu New Materials has been the focus of market attention, but its declining performance raises doubts.

A reporter from Daily Economic News noted that from 2022 to 2025, Xingfu New Materials’ operating revenues were 777 million RMB, 609 million RMB, 401 million RMB, and 386 million RMB respectively. From 777 million RMB to 386 million RMB, revenue has decreased year by year, nearly halving.

In addition, Xingfu New Materials’ net profit attributable to the parent company also shows a “rollercoaster” performance. Data shows that its net profit attributable to the parent was 101 million RMB in 2022 and 136 million RMB in 2023, but in 2024, it suddenly “changed face,” recording a loss of 736,700 RMB. Even in 2025, when it barely turned a profit, it was only 10.06 million RMB.

On February 3, the Shanghai Stock Exchange, in its inquiry letter, asked Han Jian Heshan to supplement disclosure on the reasons for the continuous decline in income and significant fluctuations in performance of the target company in recent years, and questioned whether the performance was significantly different from industry peers and whether such differences are reasonable.

At the same time, the exchange also required Han Jian Heshan to provide a basic overview of the five largest customers of the target company over the past three years, including but not limited to revenue share, cooperation duration, changes, related-party relationships, etc., to assess whether there is a risk of high customer concentration, dependence on a single customer, or major customer loss, and whether such situations conform to industry norms.

Furthermore, regulators directly asked Han Jian Heshan to explain, based on relevant circumstances and risks, the reasons for the performance fluctuations of the target company, whether it has sustainable and stable profitability, and whether this acquisition will help improve the quality of the listed company.

Stock price surge to limit: a precise “ambush” on the signing date?

In addition to concerns about the quality of the target asset, Han Jian Heshan’s own payment capacity and stock price movements have also become key points of regulatory scrutiny.

The plan shows that Han Jian Heshan intends to acquire Xingfu New Materials through issuing shares and paying cash, and to raise supporting funds for the cash consideration. However, Han Jian Heshan’s “wallet” appears to be stretched thin. As of the end of Q3 2025, the company’s cash on hand was only 68 million RMB.

Compared to the cash support needed for the acquisition, such a scale of funds can be described as “meager.”

In the inquiry letter, the Shanghai Stock Exchange asked for additional disclosure of the company’s specific arrangements for paying the cash consideration in this transaction. If the supporting funds raised fall short of expectations, the company’s cash, assets, and liabilities should be considered to assess whether the cash payment arrangements adversely affect the company’s debt repayment ability and operational capacity.

With the capital chain already tight, forcing forward with a cash acquisition could put liquidity pressure on Han Jian Heshan. Notably, looking back at the timeline before the suspension, Han Jian Heshan’s stock price experienced unusual movements.

On January 20, 2026, the trading day before Han Jian Heshan’s suspension, the stock price suddenly surged, hitting the daily limit at 9:52 AM and making it onto the day’s top trading list.

On the same day (January 20), Han Jian Heshan signed an “Asset Purchase Intent Agreement” with the counterparty. However, it was not until the next morning (January 21) that Xingfu New Materials, listed on the New Third Board, announced plans for a change of control, and Han Jian Heshan suspended trading in the early morning of January 21 citing “important matters not disclosed.” It was only after market hours on January 21 that the company officially disclosed the major asset restructuring plan. (See detailed report on January 21: “Asynchronous Disclosure of Major Matters! Han Jian Heshan hits the limit and makes the top list, announces suspension the next day for acquisition, who “precisely ambushed” before the news was released?”)

This phenomenon of “stock price hitting the limit first, announcement coming late” has raised market suspicions of “insider information leakage” and “precise ambush.”

The Shanghai Stock Exchange explicitly pointed out in the inquiry letter: the stock price hit the limit the day before suspension. It asked Han Jian Heshan to supplement disclosure of the specific process of this acquisition, including transaction details, progress, key time points, and the scope of personnel involved in knowing the information. It also required Han Jian Heshan to conduct a comprehensive self-examination and verification of recent stock trading activities by insiders such as controlling shareholders, actual controllers, directors, senior executives, the counterparty, and other related parties, to determine whether there was any insider information leakage in advance.

(Article source: Daily Economic News)