Core Insights - The smartphone market is expected to see increased penetration of AI phones in the mid-range segment due to streamlined edge models and upgraded chip computing power, with the first foldable phone anticipated in 2026 to stimulate demand in the foldable market [1] - The AR market is transitioning from niche products to mainstream computing terminals, with smart glasses projected to become the next major computing device after smartphones, driving rapid growth in related components [1] - Global cloud providers are maintaining high investments in AI, with Chinese internet companies also increasing their investments, leading to a surge in GPU demand and subsequently boosting the demand for PCBs and passive components [1] Industry Data Tracking - In Q2 2025, global smartphone shipments reached 295 million units, a year-on-year increase of 1.0%, with Samsung leading the market, followed by Apple, Xiaomi, vivo, and Transsion; the low-end Android market is under pressure, affecting overall market growth [1] - The Chinese smartphone market has underperformed expectations, primarily due to subsidies failing to stimulate demand; IDC has revised the global smartphone shipment growth rate for 2025 from 0.6% to 1.0% [1] - The global smartwatch market has shown signs of recovery after five consecutive quarters of decline, with Chinese brands like Huawei, Xiaomi, and Little Genius playing a significant role in this recovery [1] - In Q2 2025, global semiconductor sales reached $175.9 billion, a year-on-year increase of 23%, driven by demand from the US and China, with the top five NAND Flash manufacturers seeing a 22% quarter-on-quarter revenue increase [1] - SMIC, a leading domestic wafer foundry, added 18,000 pieces of capacity (equivalent to 8-inch wafers) in Q2, reaching a total capacity of 991,300 pieces per month by the end of Q2, with a utilization rate of 92.5%, up 2.9 percentage points quarter-on-quarter [1] Sector Tracking - In August, the semiconductor industry index rose by 27.22%, the electronics industry index increased by 24.79%, and the CSI 300 index grew by 10.33% [2] - Year-to-date, the semiconductor industry index has increased by 36.66%, the electronics industry index by 38.34%, and the CSI 300 index by 14.28% [2] - In August, the digital chip design sector surged by 39.86%, the analog chip design sector rose by 16.46%, and the integrated circuit packaging and testing sector increased by 16.99% [2] - Year-to-date, the digital chip design sector has grown by 56.50%, the analog chip design sector by 25.31%, and the integrated circuit packaging and testing sector by 8.68% [2]

Group 1 - CITIC Securities predicts that gold prices may exceed $3,730 per ounce by the end of the year, driven by factors such as tariff impacts, U.S. fiscal policies, geopolitical risks, and central bank gold purchases [1] - The report indicates that since late April, gold has been in a volatile market, with a complex balance of bullish and bearish factors [1] - The expectation of improved tariffs may be temporarily paused, while the effects of stagflation are just beginning to manifest [1] Group 2 - Galaxy Securities anticipates that the A-share market will continue its structural trend in September, driven by liquidity and policy expectations [2] - The report highlights that with the completion of the 2025 mid-year reports, there are structural allocation opportunities in sectors showing high prosperity or positive trends [2] - Current market liquidity is relatively abundant, and expectations of a Fed rate cut in September could enhance the global liquidity environment, benefiting the A-share market, especially large-cap growth stocks [2] Group 3 - Huatai Securities expresses optimism about the valuation recovery opportunities in the brokerage sector, with listed brokerages expected to see a year-on-year net profit increase of 65% in the first half of 2025 [3] - The report identifies three main lines of focus for large brokerages: asset expansion driven by client funds, strong recovery in investment and brokerage businesses, and accelerated international expansion [3] - Despite the upward trend in the equity market, brokerage indices have not recovered as much as the broader market, with current valuations at historical lows, suggesting potential for valuation recovery [3]

Core Viewpoint - The A-share market is expected to continue a structural trend driven by liquidity, with a focus on fundamental clues and policy expectations [1] Group 1: Market Outlook - The current market liquidity is relatively abundant, with ongoing "residential deposit migration" [1] - The expectation of a Federal Reserve interest rate cut in September is high, which, if realized, will help improve the global liquidity environment [1] Group 2: Investment Opportunities - With the completion of the 2025 mid-year report disclosures, there are structural allocation opportunities based on performance clues [1] - Sectors showing high prosperity or improving performance should be prioritized for investment [1]

Core Viewpoint - The transaction involving China Chengxin Import and Export Co., Ltd. to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations, based on the financial metrics and calculations provided [2][3][4]. Financial Analysis - The total asset value of the target company is 332.87 million, which represents 14.17% of the listed company's total assets of 2,349.43 million [3]. - The net asset value of the target company is 81.77 million, accounting for 40.93% of the listed company's net assets of 370.04 million [3]. - The operating revenue of the target company is 37.93 million, which is 3.09% of the listed company's operating revenue of 1,226.34 million [3]. Control and Ownership - There has been no change in the actual control of the listed company in the past 36 months, with the direct controlling shareholder remaining China Chengxin Group and the indirect controlling shareholder being General Technology Group [4]. - The actual controller continues to be the State-owned Assets Supervision and Administration Commission of the State Council, indicating stability in ownership structure post-transaction [4].

中国银河证券股份有限公司作为本次交易的独立财务顾问，就上市公司本次交易前 根据《上市公司重大资产重组管理办法》第十四条规定："公司十二个月内连续对 同一或者相关资产进行购买、出售的，以其累计数分别计算相应数额。已按照本办法的 规定编制并披露重大资产重组报告书的资产交易行为，无须纳入累计计算的范围。中国 证监会对本办法第十三条第一款规定的重大资产重组的累计期限和范围另有规定的，从 其规定。交易标的资产属于同一交易方所有或者控制，或者属于相同或者相近的业务范 围，或者中国证监会认定的其他情形下，可以认定为同一或者相关资产。" 中国银河证券股份有限公司 关于中成进出口股份有限公司本次交易前十二个月内购买、出售 资产情况的核查意见 中成进出口股份有限公司（以下简称"公司"、"上市公司"）拟发行股份购买中国 技术进出口集团有限公司（以下简称"中技进出口"）持有的中技江苏清洁能源有限公 司（以下简称"标的公司"）100%股权并募集配套资金（以下简称"本次交易"、 "本次 重组"）。 财务顾问主办人： | 王文峰 | 冯学智 | 燕天 | | --- | --- | --- | | 杨哲 | 王飞 | | | | | 中国 ...

Group 1 - The company Zhongcheng Import and Export Co., Ltd. plans to acquire 100% equity of Jiangsu Clean Energy Co., Ltd. from China Technology Import and Export Group Co., Ltd. through a share issuance [1] - The company will also issue shares to no more than 35 specific investors to raise supporting funds for this transaction [1] - China Galaxy Securities Co., Ltd. acts as the independent financial advisor for this transaction, ensuring compliance with relevant laws and regulations [2][3] Group 2 - The independent financial advisor has conducted thorough due diligence and internal review, confirming the authenticity and completeness of the information provided by the parties involved in the transaction [2] - The advisor guarantees that their professional opinions are independent and that there are no substantial discrepancies with the disclosed documents from the company and the transaction counterparties [2] - Strict confidentiality measures and risk control protocols are in place to prevent insider trading and market manipulation [3]

Group 1 - The independent financial advisor, China Galaxy Securities, was commissioned by Zhongcheng Import and Export Co., Ltd. to conduct a review of the insider information knowledge person registration system related to the asset acquisition and fundraising transaction [1][2] - The company has established a strict and effective confidentiality system in compliance with relevant laws and regulations, ensuring that sensitive information is disclosed only in accordance with legal requirements [1][2] - The company has taken necessary and sufficient protective measures to limit the knowledge of sensitive information and has adhered to confidentiality obligations prior to the legal disclosure of transaction information [2] Group 2 - The company has signed confidentiality commitment letters with intermediary institutions, clearly defining the scope of confidential information and the responsibilities related to confidentiality [2] - The company's stock will be suspended from trading starting May 16, 2025, following an application to the Shenzhen Stock Exchange [2] - The independent financial advisor confirmed that the company has complied with legal and regulatory requirements in establishing its confidentiality measures [2]

Group 1 - The core viewpoint of the article is that the transaction involving the acquisition of Jiangsu Clean Energy Co., Ltd. by Zhongcheng Import and Export Co., Ltd. is expected to improve the company's net profit and basic earnings per share, thus not leading to any dilution of immediate returns [1][4] - The financial advisor conducted a thorough review of the transaction's impact on the company's immediate returns, concluding that the net profit attributable to the parent company's shareholders will improve post-transaction [1] - The projected net profit and basic earnings per share before and after the transaction are as follows: - Net profit attributable to parent company shareholders: - Before: -30,554.42 million yuan - After: -5,550.41 million yuan - Basic earnings per share: - Before: -0.91 yuan - After: -0.16 yuan [1] Group 2 - The company plans to implement several measures to mitigate any potential dilution of immediate returns, including accelerating the integration of the acquired company and enhancing operational management [2] - The company has established a robust governance structure and operational framework to ensure effective management and control, which will support the improvement of profitability [2][3] - The board of directors and senior management have made commitments to protect the interests of minority investors and ensure the execution of measures to compensate for any dilution of immediate returns [4] Group 3 - The independent financial advisor has verified that the company has disclosed the dilution of immediate returns and the measures to compensate for it, affirming that these measures are feasible and in compliance with relevant regulations [4]

（以下无正文） （本页无正文，为《中国银河证券股份有限公司关于本次交易相关主体不存在< 上市公司监管指引第 7 号——上市公司重大资产重组相关股票异常交易监管>第 十二条和 <深圳证券交易所上市公司自律监管指引第 ensp="ensp" 号="号" 重大资产重组="重大资产重 组"> 第 中国银河证券股份有限公司关于本次交易相关主体 不存在《上市公司监管指引第 7 号——上市公司重大资产 重组相关股票异常交易监管》第十二条和《深圳证券交易 所上市公司自律监管指引第 8 号——重大资产重组》第三 十条规定情形的核查意见 中国银河证券股份有限公司（以下简称"独立财务顾问"或"中国银河证券"） 受中成进出口股份有限公司（以下简称"中成股份"或"上市公司"）委托，担 任本次上市公司发行股份购买资产并募集配套资金暨关联交易（以下简称"本次 交易"）的独立财务顾问。 本独立财务顾问就本次交易相关主体不存在《上市公司监管指引第 7 号—— 上市公司重大资产重组相关股票异常交易监管》第十二条和《深圳证券交易所上 市公司自律监管指引第 8 号——重大资产重组》第三十条规定情形进行核查并发 表如下意见： 截至本核查意见出具日，本 ...

Core Viewpoint - The independent financial advisor, China Galaxy Securities, confirms that both the advisor and the listed company have complied with the relevant regulations regarding the hiring of third parties in the transaction [1][2]. Summary by Sections Independent Financial Advisor's Review - The independent financial advisor has not engaged in any direct or indirect paid hiring of third parties in this transaction [2]. - The listed company has only hired third parties for specific purposes, such as feasibility study reports, and has not engaged in any other direct or indirect paid hiring of third parties [1][2]. Compliance with Regulations - The actions taken by both the independent financial advisor and the listed company are deemed legal and compliant with the China Securities Regulatory Commission's guidelines on risk prevention in investment banking activities [2].