Gongda Keya's second shareholder plans to liquidate holdings worth 260 million yuan; three major fundraising projects are all delayed

Changjiang Business Reporter Huang Cong

Gongda Keya (301197.SZ), which is in a loss-making situation, is being “abandoned” by its company shareholders.

On the evening of March 31, the announcement released by Gongda Keya showed that the company’s shareholder China System, holding more than 5% of shares, intends to transfer 12.705 million shares it holds in the company by means of an agreement transfer through a public solicitation, accounting for about 10.54% of the company’s total share capital. After this share transfer is completed, China System will no longer hold shares in the company.

According to available information, China System is the second-largest shareholder of Gongda Keya, and this time it plans to “clear out” its holdings of the listed company’s shares.

As of the close on March 31, Gongda Keya’s share price reached 20.63 yuan per share, and the market value of China System’s shareholding exceeded 260 million yuan.

In terms of performance, in the first three quarters of 2025, Gongda Keya achieved operating revenue of 136 million yuan, a year-on-year increase of 7.98%; net profit attributable to the parent was -21.5779 million yuan, a year-on-year decrease of 207.45%.

Changjiang Business Reporter found that, according to the previous incentive plan, it will be difficult for Gongda Keya’s 2025 operating revenue to meet the incentive target.

What’s more, Changjiang Business Reporter also found that all three of Gongda Keya’s listed fund-raising projects had been postponed, and that the “Smart Heating Application Platform Upgrade and Key Product Industrialization Project” had an investment progress of only 0.03% as of the end of the first half of 2025.

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Loss-making performance; the second-largest shareholder plans to “clear out”

When it is in a loss-making situation, the company’s important shareholder intends to transfer its shares.

On the evening of March 31, Gongda Keya announced that its shareholder China System, holding more than 5% of shares, intends to transfer 12.705 million shares of the company it holds through an agreement transfer by means of a public solicitation, accounting for about 10.54% of the company’s total share capital, and accounting for 11.03% of the total share capital after excluding the shares in the company’s share repurchase special account. After this share transfer is completed, China System will no longer hold shares in the company.

According to available information, China System is the second-largest shareholder of Gongda Keya, and this time it plans to “clear out” its holdings of the listed company’s shares.

As of the close on March 31, Gongda Keya’s share price reached 20.63 yuan per share, and the market value of China System’s shareholding exceeded 260 million yuan.

In its announcement, Gongda Keya reminded that this public solicitation transfer still needs approval from the competent state-owned assets regulatory authority, and must also be reviewed by the shareholders’ meeting of Sanda Shares, the controlling shareholder of China System. Whether approval is obtained and the timing of approval are uncertain; whether the review by the shareholders’ meeting of Sanda Shares is passed is also uncertain.

Gongda Keya is professionally engaged in the research and development, promotion, and application of district heating energy-saving products and related technical services. It is an information system integration service provider that offers comprehensive smart heating end-to-end solutions.

According to available information, Gongda Keya’s main business falls within the intersection and integration application area of new-generation information technologies such as big data and the Internet of Things with traditional district heating operation technologies, specifically including two major directions: smart heating solution and smart heating services.

However, at present, Gongda Keya’s performance is not ideal.

In the first three quarters of 2025, Gongda Keya achieved operating revenue of 136 million yuan, a year-on-year increase of 7.98%; net profit attributable to the parent was -21.5779 million yuan, a year-on-year decrease of 207.45%; and non-recurring net profit was -34.7034 million yuan, a year-on-year decrease of 89%.

In August 2024, Gongda Keya released its draft 2024 restricted stock incentive plan, showing that the performance appraisal years for the incentive targets are three accounting years: 2024 to 2026. Among them, for 2024, the target value requires operating revenue to grow by no less than 15% compared with 2023, and the trigger value requires operating revenue to grow by no less than 10%. For 2025, the target value requires operating revenue to grow by no less than 38% compared with 2023, and the trigger value requires operating revenue to grow by no less than 26.5%. For 2026, the target value requires operating revenue to grow by no less than 65.6% compared with 2023, and the trigger value requires operating revenue to grow by no less than 45.48%.

In 2023, Gongda Keya achieved operating revenue of 358 million yuan, a year-on-year increase of 14.54%. In 2024, the company achieved operating revenue of 395 million yuan, a year-on-year increase of 10.49%, meeting the trigger value.

Under the incentive plan, Gongda Keya’s 2025 operating revenue target value needs to reach about 494 million yuan, representing growth of about 25% compared with 2024; the trigger value needs to reach about 453 million yuan, representing growth of about 15% compared with 2024.

Obviously, in the first three quarters of 2025, Gongda Keya’s operating revenue growth rate is below the target value and trigger value, and completing the full-year incentive plan will not be easy.

One listed fund-raising project invested only 100,000 yuan

When performance is poor, Gongda Keya’s fund-raising projects are also delayed.

When Gongda Keya went public in August 2022, it expected to raise 590 million yuan; it actually raised 768 million yuan. The company planned to use the raised funds to invest 225 million yuan to build the “Smart Heating Application Platform Upgrade and Key Product Industrialization Project,” 155 million yuan to build the “R&D Center Construction Project,” 89.9844 million yuan for the “Marketing and Operations Service Network System Upgrade Construction Project,” and 120 million yuan for a supplementary working capital project.

In January 2024, Gongda Keya announced that the project “Marketing and Operations Service Network System Upgrade Construction Project” would have its scheduled usable state shifted from February 2024 to February 2025.

In January 2025, Gongda Keya again announced that the scheduled usable state for the same project would be postponed to February 2026.

In April 2025, Gongda Keya announced that, in order to ensure the comprehensive and steady progress of the projects and the rational, effective use of the raised funds, after careful consideration, based on adjustments to the construction content of the above fund-raising projects, the investment total of the “Smart Heating Application Platform Upgrade and Key Product Industrialization Project” would be increased from 225 million yuan to 306 million yuan and its internal investment structure optimized. The difference resulting from the increase in the investment total will be covered by the company’s over-raised funds (including interest and cash management returns) and self-raised funds. The expected date to reach the usable state of the project was adjusted from June 2026 to December 2027.

At the same time, Gongda Keya adjusted the time for the “R&D Center Construction Project” to reach its scheduled usable state, extending it from October 2025 to August 2026.

The 2025 interim report shows that, as of the end of the first half of 2025, Gongda Keya’s “Smart Heating Application Platform Upgrade and Key Product Industrialization Project” had a cumulative investment amount of 100,000 yuan, with an investment progress of 0.03%; the “R&D Center Construction Project” had a cumulative investment amount of 120 million yuan, with an investment progress of 59.2%; and the “Marketing and Operations Service Network System Upgrade Construction Project” had a cumulative investment amount of 56.6869 million yuan, with an investment progress of 63.09%.

Taken as a whole, all three of Gongda Keya’s major listed fund-raising projects have been delayed, and the “Smart Heating Application Platform Upgrade and Key Product Industrialization Project” can be said to not have started construction yet.

On March 2, 2026, Gongda Keya announced that its “Marketing and Operations Service Network System Upgrade Construction Project” had reached the scheduled usable state. The company plans to use remaining raised funds of 23.6532 million yuan (final amount to be determined according to the balance in the raised-funds account when actually transferred) to permanently supplement working capital.

Gongda Keya explained that the raised-asset promised investment for the above project totaled 89.9844 million yuan, and as of February 26, the cumulative investment of raised funds was 68.9567 million yuan.

The announcement also shows that the adjusted investment totals for Gongda Keya’s “Smart Heating Application Platform Upgrade and Key Product Industrialization Project” and “R&D Center Construction Project” are 291 million yuan and 204 million yuan, respectively.

An industry insider told Changjiang Business Reporter that in the project planning stage, if Gongda Keya’s management did not conduct sufficient research into key factors such as market demand, technological development trends, and the difficulty of implementing the project, it may lead to setting overly high or unreasonable targets. During implementation, once it is found that it is difficult to proceed as originally planned, the company may have no choice but to postpone the project.

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