70% of the funds for the private placement subscription are borrowed. Deli Shares responds to Shenzhen Stock Exchange's inquiry letter: there is no risk of inability to subscribe in full.

On March 9, Delixi Shares (SZ002571, stock price 13.02 yuan, market value 5.102 billion yuan) disclosed a reply to the Shenzhen Stock Exchange’s inquiry letter, explaining many doubts about the control transfer plan.

According to the plan, Liaoning Yiyuan Aviation Technology Co., Ltd. (hereinafter “Yiyuan Aviation”) intends to fully subscribe to the shares issued to specific targets by Delixi Shares for no more than 885 million yuan in cash. After the transaction is completed, Yiyuan Aviation will become the new controlling shareholder, and the actual controllers will change to Wang Tianzhong and Xu Qinghua.

However, this transaction raises many questions: the new shareholder, Yiyuan Aviation, was established recently, and up to 620 million yuan of its subscription funds are planned to come from bank mergers and acquisition loans, raising concerns from the Shenzhen Stock Exchange about its financial strength and debt repayment ability. Meanwhile, Delixi Shares’ original actual controller, Shi Weidong, who held a higher shareholding ratio, “ceded” control by waiving all voting rights and signed a betting agreement, promising to guarantee the future operational performance of the company’s existing business.

In recent years, Delixi Shares has been mired in losses, especially in its photovoltaic glass business, which has become the main drag on the company’s performance. Now, this “cross-industry” new major shareholder, with no synergy with the company’s main business, raises the question of whether it can help Delixi Shares escape its loss predicament.

Original controller waives voting rights to “cede” control, new owner plans loans to acquire, drawing regulatory attention

Delixi Shares’ control change plan is quite clever. According to the company’s announced private placement plan, it intends to issue no more than 118 million shares to Yiyuan Aviation, raising no more than 885 million yuan, with all proceeds after issuance used to supplement working capital or repay bank loans.

After this issuance, Yiyuan Aviation’s shareholding will reach 23.08%, while the original controlling shareholder and actual controller, Shi Weidong, will see his shareholding diluted to 24.37%. Although he remains the largest shareholder by number of shares, Shi Weidong has signed a “Cooperation Agreement” with Yiyuan Aviation, agreeing to unconditionally and irrevocably waive all voting rights associated with his shares upon completion of this issuance.

This means Shi Weidong will “cede” control, and Yiyuan Aviation, with 23.08% voting rights, will become the new controlling shareholder, with the actual controllers Wang Tianzhong and Xu Qinghua becoming the “new owners” of Delixi Shares. This arrangement—“holding shares but no voting rights” versus “holding fewer shares but controlling”—has attracted regulatory attention.

What further concerns the market is the source of funds for the “new owner.” The Shenzhen Stock Exchange’s inquiry letter pointed out that, according to the plan, up to 70% (about 620 million yuan) of the 885 million yuan used by Yiyuan Aviation for subscription is planned to come from bank M&A loans. The exchange asked the company to clarify Yiyuan Aviation’s operational status, financial strength, and its ability and arrangements for subsequent repayment, to assess whether there is a risk of insufficient subscription funds.

Delixi Shares responded that Yiyuan Aviation was established on December 23, 2025, specifically for this transaction, and has not yet engaged in actual business operations. However, it also emphasized that the subscription target has signed a “Loan Intention Letter” with China Merchants Bank Shenyang Branch, which intends to provide a loan of 619.8 million yuan, and that Yiyuan Aviation’s shareholders have the corresponding contribution capacity, so there is no expected risk of insufficient subscription.

Photovoltaic business losses drag down performance, original controller signs “betting agreement”

In recent years, Delixi Shares’ profitability has continued to decline, with net profit attributable to the parent after non-recurring gains and losses being negative for several consecutive years. Data shows that in 2024, the company’s loss reached 120 million yuan.

The losses are closely related to a failed cross-industry attempt. To seek new growth points, Delixi Shares entered the photovoltaic industry. In April 2024, its photovoltaic glass project was commissioned. However, shortly after commissioning, the industry entered a downward cycle.

The above reply announcement shows that, affected by structural contradictions in supply and demand, photovoltaic glass prices continued to decline, leading to a situation where selling prices were below costs. In 2024, Delixi Shares’ photovoltaic glass gross profit margin was as low as -24.44%, becoming the main reason for dragging down the company’s overall performance.

Faced with severe market conditions, Delixi Shares admitted in its reply that the photovoltaic production line was shut down in January 2025 to cope with market fluctuations. However, the depreciation of idle assets caused by the shutdown will continue to impact the company’s future profits.

In this context, to protect the interests of the listed company and the new shareholders, the original controller Shi Weidong signed a performance commitment with Yiyuan Aviation. According to the agreement, Shi Weidong promised that from 2026 to 2028, the net cash flow from the company’s existing businesses (including photovoltaic glass) would not be negative each year; additionally, the cumulative net profit of the daily glass business during these three years must not be less than 40 million yuan. If these commitments are not met, Shi Weidong will compensate Yiyuan Aviation with cash.

New controllers come from aerospace, with no synergy with the company’s main business

It is worth noting that the upcoming new controllers of Delixi Shares, Wang Tianzhong and Xu Qinghua, have backgrounds far from the company’s main business of daily glass. The announcement shows that both have long been engaged in aerospace, and their core controlled enterprise, Liaoning Huatian Aerospace Technology Co., Ltd. (“Huatian Co.”), is a national-level specialized and innovative “Little Giant” focusing on aerospace precision components research and manufacturing.

How can a company making aircraft parts control a glassware business? This has also become one of the focuses of the Shenzhen Stock Exchange’s inquiry. In response, Delixi Shares admitted that the acquirer, Yiyuan Aviation, has no operational synergy with the existing business of the listed company.

However, the company also stated that although Yiyuan Aviation has no direct connection to the main business, it can leverage resources controlled by its actual controllers, such as Huatian Co., to empower Delixi Shares in terms of funding and management. The announcement shows that the new controllers, Wang Tianzhong and Xu Qinghua, have rich experience in enterprise management and industrial operation, and Huatian Co., which they control, has prepared for an IPO and has some understanding of capital markets and corporate governance.

Nevertheless, Delixi Shares still highlighted the risk of lack of synergy in its announcement. The company stated that if the expected empowerment from this issuance cannot be realized in a timely manner, it may affect the company’s performance improvement; improper integration could also lead to decreased operational efficiency and increased management costs and risks.