Trading resumes with a sharp decline! 688175, Major Asset Restructuring

【Guide】Gao Ling Information plans to acquire 89.49% of shares of Ceres Starcom, and after resuming trading on March 31, the stock fell by more than 10% at one point

A reporter from China Securities Journal, Wen Yan

On the morning of March 31, at the start of trading, Gao Ling Information fell by more than 10% at one point.

In terms of the news, at the evening of March 30, Gao Ling Information released a transaction proposal, stating that the company plans to acquire 89.49% of the shares of Ceres Starcom Information Technology (Nanjing) Co., Ltd. (hereinafter referred to as Ceres Starcom), while raising supporting funds, and it is expected to constitute a major asset restructuring.

For the above transaction, Gao Ling Information suspended trading from the opening of trading on March 17, and plans to resume trading from the opening of trading on March 31.

The asset acquisition price for the proposed issuance of shares is RMB 23 per share

It is expected to constitute a related-party transaction

The transaction proposal shows that Gao Ling Information’s acquisition of 89.49% of Ceres Starcom’s shares plans to use a method of issuing shares and paying cash. Among them, the issue price of shares is RMB 23 per share, which shall be no less than 80% of the average trading price of Gao Ling Information’s shares over 120 trading days prior to the pricing benchmark date.

At the same time, the transaction that Gao Ling Information is planning is expected to constitute a related-party transaction. The transaction proposal shows that, according to preliminary calculations, after the transaction is completed, the shareholding proportion of some transaction counterparties and their acting-in-concert parties combined in Gao Ling Information is expected to exceed 5%.

Currently, Shi Yan and Li Jianghua hold 28.04% of Ceres Starcom’s shares directly in total, and, as the executive affairs partner of WuXi FengDiao YuShun Enterprise Management Partnership (Limited Partnership), they indirectly control 2.40% of the voting rights of Ceres Starcom. They also become the controlling shareholder and actual controller of Ceres Starcom by signing the 《Acting-in-Concert Parties Agreement》.

The transaction proposal shows that the relevant auditing, appraisal, and due diligence work related to this transaction has not yet been completed, and the transaction price for Ceres Starcom has not yet been finalized. Gao Ling Information plans to pay the transaction consideration by issuing shares and paying cash; the specific ratio will be negotiated by both transaction parties separately and determined in the transaction agreement.

Proposed industrial synergy through this transaction

The target asset’s performance has declined in recent years

The transaction proposal shows that after this transaction is completed, Gao Ling Information will, in terms of products, form a good complementary advantage relationship with Ceres Starcom; in terms of technical capabilities, achieve mutual integration of core technologies and tackle next-generation communication and security convergence technologies; and in terms of the market, form cross-selling of products.

Gao Ling Information is a high-tech enterprise engaged in the R&D, production, and sales of military telecommunications network communication equipment, environmental IoT application products, as well as network and information security products, and it can provide comprehensive solution services. It is also a national specialized and innovative “little giant” enterprise.

Ceres Starcom focuses on the design of dedicated satellite communications systems and key technology research. Its main businesses include R&D, production, and sales of satellite communications system products such as satellite communication baseband products, satellite network management and control systems, and satellite ground terminals, as well as development of satellite communications technologies such as on-board payloads and satellite communications network simulation and verification.

At the same time, Gao Ling Information expects that after this transaction is completed, it will help improve its overall profitability and continuing operating capabilities. However, Ceres Starcom’s performance has declined year-on-year in recent years.

In 2024 and 2025, Ceres Starcom’s operating revenue was RMB 258 million and RMB 269 million, respectively, and its net profit was RMB 41.5001 million and RMB 24.2890 million, respectively.

The transaction proposal shows that in 2025, Ceres Starcom will implement an equity incentive plan, confirming approximately RMB 5.55 million in share-based payment expenses. After excluding the impact of share-based payment expenses, its unaudited net profit for 2025 is RMB 29.8390 million.

In 2024, Gao Ling Information’s operating revenue was RMB 266 million, a year-on-year decrease of 25.23%; its net profit attributable to shareholders was -RMB 52.3657 million, a year-on-year decrease of 213.52%.

The performance quick report shows that in 2025, Gao Ling Information’s operating revenue was RMB 230 million, a year-on-year decrease of 13.87%; its net profit attributable to shareholders was -RMB 40.6416 million, with the year-on-year loss narrowing by 22.26%.

Editor: Green

Proofreader: Wang Yue

Production: Xiao Mo

Reviewed by: Chen Siyang

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