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after being suspended for 10 trading days, shuangcheng pharmaceutical (002693) disclosed a restructuring plan, and the company's stock resumed trading on september 11. on september 11, shuangcheng pharmaceutical's stock price rose by the daily limit. compared with the previously disclosed announcement, shuangcheng pharmaceutical's restructuring method this time has changed to the planned purchase of 100% of the shares of ningbo aola semiconductor co., ltd. (hereinafter referred to as "aola shares") by issuing shares and paying cash, canceling the method of major asset replacement. however, shuangcheng pharmaceutical still stated that it will divest pharmaceutical-related assets at an appropriate time in the future. in addition, the plan disclosed the latest performance of aola shares. among them, from january to july this year, aola shares achieved operating income of 538 million yuan and net profit of 307 million yuan, while in 2022-2023, aola shares' net profit was a loss.

planned purchase of aola shares stimulates stock price limit

on september 11, shuangcheng pharmaceutical’s stock price hit the daily limit after resuming trading.

trading data showed that on september 11, shuangcheng pharmaceutical's stock price hit the daily limit, reaching the upper limit price of 5.74 yuan per share, with an increase of 9.96%.

it is understood that shuangcheng pharmaceutical intends to issue shares to 25 counterparties including aola investment and win aiming and pay cash to purchase their total 100% aola shares. at the same time, it intends to issue shares to no more than 35 qualified specific investors through price inquiry to raise matching funds. after friendly negotiation among all parties to the transaction, the issue price is 3.86 yuan per share.

prior to this transaction, shuangcheng pharmaceutical was mainly engaged in the research and development, production and sales of chemically synthesized peptide drugs, and its main products included thymosin for injection, somatostatin for injection, raw materials, etc. the target company of this transaction is mainly engaged in the research and development, design and sales of analog chips and mixed analog chips, and its main products include clock chips, power management chips, sensor chips, radio frequency chips, etc.

after the completion of this transaction, shuangcheng pharmaceutical will achieve strategic transformation and focus on the development of analog chips and mixed analog and digital chip design businesses, which will help the company seek new profit growth points and further enhance the company's sustainable operating capabilities.

it is worth mentioning that the initial announcement included "major asset replacement", but there is no asset replacement plan in the plan. shuangcheng pharmaceutical stated in the plan that the company will divest pharmaceutical-related assets at an appropriate time in the future.

the target company's net profit loss in the past two years exceeded 1.8 billion yuan

in this restructuring plan, shuangcheng pharmaceutical disclosed the operating conditions of aola holdings.

financial data shows that from 2022 to 2023, aola shares incurred net losses, with operating income of approximately 478 million yuan and 472 million yuan respectively, and corresponding net profits of approximately -856 million yuan and -962 million yuan, with a total loss of more than 1.8 billion yuan.

from january to july this year, aola's net profit was positive, with operating income of 538 million yuan in the current period, exceeding the full year of 2023, and the corresponding net profit was 307 million yuan. although aola has achieved profitability from january to july this year, in the long run, aola's ability to continue operating still needs to be tested by time.

shuangcheng pharmaceutical also warned of risks, saying that the semiconductor industry has a strong cyclicality, and the global semiconductor industry fluctuates cyclically under the influence of technology-driven and macroeconomic factors. since 2022, the semiconductor industry has experienced a new round of cyclical fluctuations due to multiple factors such as the world's macroeconomics, global trade policies, and the international situation. it is uncertain whether the semiconductor industry can maintain steady growth. if the industry's downward cycle continues for a long time and the amplitude is large, it may have an adverse impact on the overall operating performance of the target company.

it is worth mentioning that aola shares had planned an ipo on the science and technology innovation board, but ultimately failed. the official website of the shanghai stock exchange shows that aola shares' ipo on the science and technology innovation board was accepted on november 28, 2022. on may 27 this year, aola shares' ipo on the science and technology innovation board was changed to a terminated status.

stock price fluctuations before suspension

in the restructuring plan, shuangcheng pharmaceutical stated that after excluding the impact of the broader market and the same industry sectors, the company's stock price had accumulated a rise and fall of more than 20% in the 20 trading days before the suspension of this transaction.

specifically, the cumulative increase or decrease of shuangcheng pharmaceutical in the 20 trading days before the suspension was 24.88%, the cumulative increase or decrease of the shenzhen component index was -4.31%, and the cumulative increase or decrease of the shenzhen medical and healthcare industry index was -3.23%. after excluding the impact of the broader market factors, the increase or decrease was 29.19%, and after excluding the impact of the same industry sector, the increase or decrease was 28.11%.

shuangcheng pharmaceuticals said that the company has formulated a strict insider information management system. in the process of negotiating with the counterparty to determine this reorganization, the company has tried to reduce the scope of insiders and reduce the spread of insider information. however, it still cannot rule out the possibility that relevant institutions and individuals use the insider information of this reorganization to conduct insider trading. the company still faces the risk of suspension, termination or cancellation of this reorganization due to abnormal stock price fluctuations or abnormal transactions caused by suspected insider trading.

qu fang, an investment consultant at wanlian securities, said that since the m&a process is usually complicated and takes a long time, there may be a risk of information leakage. on the one hand, this requires timely attention from regulatory authorities, and on the other hand, it also requires both parties to the m&a to execute a confidentiality agreement to maintain stock price stability.

regarding company-related issues, a beijing business daily reporter sent an interview letter to shuangcheng pharmaceutical, but no reply was received as of press time.

beijing business daily reporter ding ning