SSE Terminates Keda Manufacturing's RMB 7.475 Billion Topway Stake Acquisition
The Shanghai Stock Exchange has terminated Keda Manufacturing's restructuring application to acquire a 51.55% stake in Guangdong Topway International Holding for RMB 7.475 billion, alongside a RMB 3 billion supporting fundraising. The SSE M&A review committee found the company failed to adequately disclose the reasonableness of the target's revenue growth and the fairness of the transaction price. The appraisal valued Topway International at RMB 14.53 billion as of December 31, 2025, a 219.51% premium over its RMB 4.548 billion book value.
On August 10, Keda Manufacturing received the "Decision on Terminating the Review of Keda Manufacturing Co. , Ltd.' s Issuance of Shares and Cash Payment for Asset Acquisition with Supporting Fundraising and Related Party Transaction" from the Shanghai Stock Exchange. The SSE M&A Restructuring Review Committee concluded that the transaction application did not meet restructuring conditions or information disclosure requirements, primarily because the company failed to adequately explain and disclose the reasonableness of the target company's revenue growth and the fairness of the transaction pricing.
According to the asset appraisal report, as of December 31, 2025, Topway International's owner's equity book value stood at RMB 4.548 billion, with an appraised value of RMB 14.53 billion, representing an appreciation rate of 219.51%. The transaction price for the 51.55% equity interest was RMB 7.475 billion. The performance commitment party pledged cumulative net profit of no less than RMB 4.92 billion for the three full fiscal years from 2026 to 2028.
The SSE accepted the restructuring review application on May 12 and issued an inquiry letter on May 18. The company disclosed its response to the inquiry in mid-July. On August 4, the SSE M&A Restructuring Review Committee held a review meeting and did not approve the application. The committee noted that the company failed to adequately explain and disclose the reasonableness of the target company's revenue growth and the fairness of the transaction price, in violation of Articles 4 and 11 of the Measures for the Administration of Major Asset Restructurings of Listed Companies.
Keda Manufacturing stated that, in accordance with the requirements of the Shanghai Stock Exchange, its board of directors will pass a resolution within 10 days of receiving the decision on whether to modify or terminate the plan.