Facing the delisting cliff after nine consecutive years of net losses excluding non-recurring gains, a control transfer deal worth 450 million yuan has thrust *ST Huarong into the spotlight of trading anomalies and regulatory scrutiny.
On December 8, the company's stock price had already hit the daily downward limit for three consecutive trading days. According to previous announcements, *ST Huarong stated that if Hainan Bocheng Huineng Technology Center (Limited Partnership) (hereinafter referred to as Hainan Bocheng), the intended buyer of the controlling stake, delays payment for more than 30 days, it would constitute a breach of contract. The seller would then have the right to demand a penalty of 10% of the total transaction value (450 million yuan).
However, this seemingly "lifesaving" transaction designed to protect the company's listing status has been shrouded in doubts from the outset. The acquirer is a newly established entity set up specifically for this acquisition just four months prior. As of the announcement date, its paid-in capital stood at only 20 million yuan.
In August 2025, *ST Huarong, which had been reporting losses for years, announced that its controlling shareholder and concerted actors planned to transfer 25.01% of shares to Hainan Bocheng for approximately 450 million yuan. Upon completion, the company's actual controller would change from Lou Yongliang to Lin Shunshun.
The core of this transaction lies in the change of control. Prior to the deal, *ST Huarong's controlling shareholder was Zhejiang Hengshun Investment Co., Ltd., with Lou Yongliang as the actual controller. Lou, the leader of Zhongtian Holdings, once had a capital empire covering *ST Huarong and another A-share company.
The transaction involves Zhejiang Hengshun and its concerted actor Shanghai Tianji transferring 19.5% and 5.51% shares respectively to Hainan Bocheng. Post-transaction, Hainan Bocheng would become the new controlling shareholder with a 25.01% stake.
This seemingly routine control transfer quickly drew regulatory attention due to multiple issues surrounding the acquirer. The exchange's regulatory letter focused squarely on the acquirer's履约能力. According to the company's response, the 450 million yuan acquisition funds would come from two sources: 240 million yuan from partners' capital contributions and a planned 225 million yuan loan from China Merchants Bank. Of the 240 million yuan contribution, only 135 million yuan represents partners' own funds, with the remainder being borrowed.
The complex funding structure, coupled with pending bank loan approval, has led the company to repeatedly warn in announcements that "acquisition funds are not yet secured," highlighting significant transaction uncertainties.
Beyond funding issues, the qualifications of Hainan Bocheng and its managing partner Lin Shunshun have come under strict scrutiny.
For failing to promptly disclose a detailed equity change report and appoint a financial advisor as required, the Shanghai Stock Exchange issued regulatory warnings to Hainan Bocheng and Lin Shunshun on August 19, 2025. The Hubei Securities Regulatory Bureau subsequently took administrative measures by issuing warning letters.
The consecutive regulatory actions reflect cautious attitudes toward such control transactions conducted near delisting thresholds, especially when procedural flaws and funding uncertainties exist. This sends a clear market signal: even under delisting pressure, capital operations must strictly comply with rules, without compromising investor知情权 or market order.
In response to regulatory inquiries, Lin Shunshun disclosed involvement in an equity transfer dispute arbitration case requiring分期偿还 about 18 million yuan. While the company stated he has no "overdue and ongoing" large debts, this disclosure has undoubtedly raised market doubts about his financial status and acquisition sincerity.
The original controller Lou Yongliang's decision to exit now directly relates to *ST Huarong's operational quagmire. The company has reported consecutive net losses excluding non-recurring gains since 2016.
As its 2024 audited net loss excluding non-recurring gains and sub-300 million yuan revenue after excluding无关收入 triggered delisting risk warnings starting April 29, 2025, failure to improve 2025 financial indicators would lead to financial delisting.
Preliminary calculations show the company expects a net loss of 4-2.7 million yuan for H1 2025, with net loss excluding non-recurring gains at 4.2-2.8 million yuan. Under SSE listing rules, *ST companies facing their second year under such warnings would trigger financial delisting upon meeting any condition specified in Article 9.3.7.
For *ST Huarong, this control transfer fundamentally aims to preserve its listing status. The market widely expects the new controller to inject优质资产 or conduct business重组 to reverse losses and avoid delisting.
However, Hainan Bocheng was established specifically for this acquisition on April 15, 2025, with unclear background and integration capabilities of managing partner Lin Shunshun. This last-minute acquisition platform, combined with highly leveraged funding, has rendered the transaction increasingly opaque.
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