股票代码：600962.SH 上市地：上海证券交易所 股票简称：国投中鲁 国投中鲁果汁股份有限公司 发行股份购买资产并募集配套资金 暨关联交易报告书（申报稿） | 交易对方类型 | 交易对方名称 | | --- | --- | | | 国家开发投资集团有限公司、宁波市新 世达壹号管理咨询合伙企业（有限合 伙）、国家集成电路产业投资基金二期 股份有限公司、广州产投建广股权投资 | | 发行股份购买资产 | 合伙企业（有限合伙）、广州湾区智能 | | | 传感器产业集团有限公司、科改策源 （重庆）私募股权投资基金合伙企业 | | | （有限合伙）、国华军民融合产业发展 | | | 基金（有限合伙） | | 募集配套资金 | 不超过 35 名符合条件的特定投资者 | 独立财务顾问 二〇二六年二月 国投中鲁果汁股份有限公司发行股份购买资产并募集配套资金暨关联交易报告书 上市公司声明 本公司及本公司全体董事、高级管理人员保证本报告书及其摘要内容的真实、 准确、完整，对本报告书及其摘要的虚假记载、误导性陈述或重大遗漏负相应的 法律责任。 本公司控股股东、董事、高级管理人员承诺，如本次交易所披露或提供的信 息涉嫌虚假记载、 ...

证券代码：600962 证券简称：国投中鲁 公告编号：2026-010 国投中鲁果汁股份有限公司 关于发行股份购买资产并募集配套资金暨关联交易 的申请文件获得上海证券交易所受理的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 国投中鲁果汁股份有限公司（以下简称公司）拟通过发行股份向国家开发投 资集团有限公司、宁波市新世达壹号管理咨询合伙企业（有限合伙）、国家集成 电路产业投资基金二期股份有限公司、广州产投建广股权投资合伙企业（有限合 伙）、广州湾区智能传感器产业集团有限公司、科改策源（重庆）私募股权投资 基金合伙企业（有限合伙）、国华军民融合产业发展基金（有限合伙）购买其合 计持有的中国电子工程设计院股份有限公司 100%股份，并向不超过 35 名特定投 资者发行股份募集配套资金（以下简称本次交易）。 公司于 2026 年 2 月 26 日收到上海证券交易所出具的《关于受理国投中鲁果 汁股份有限公司发行股份购买资产并募集配套资金申请的通知》（上证上审（并 购重组）〔2026〕9 号）。上海证券交易所依据相关规定对申请文件 ...

公司于 2026 年 2 月 26 日收到上海证券交易所出具的《关于受理国投中鲁果 汁股份有限公司发行股份购买资产并募集配套资金申请的通知》（上证上审（并 购重组）〔2026〕9 号），并于 2026 年 2 月 27 日披露了《国投中鲁发行股份购买 资产并募集配套资金暨关联交易报告书（申报稿）》（以下简称重组报告书）等文 件。 相较于 2026 年 1 月 30 日披露的《国投中鲁发行股份购买资产并募集配套资 金暨关联交易报告书（草案）（修订稿）》，重组报告书对部分内容进行了补充和 修订，主要情况如下：（如无特别说明，本公告中的简称或释义均与重组报告书 中"释义"所定义的词语或简称具有相同的含义）： 证券代码：600962 证券简称：国投中鲁 公告编号：2026-011 国投中鲁果汁股份有限公司 发行股份购买资产并募集配套资金暨关联交易 报告书（申报稿）的修订说明公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性 陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 国投中鲁果汁股份有限公司（以下简称公司）拟通过发行股份向国家开发投 资集团有限公司、宁波市新世达壹号管理咨询合 ...

Group 1 - Huang Yanming, the director of Dongfang Securities Research Institute, stated that the next investment focus in A-shares will be on mid-cap blue chips, moving away from the previous high-growth tech and high-dividend strategies [1] - The investment focus will be on three main areas: globally priced cyclical goods such as chemicals, non-ferrous metals, agricultural products, and global shipping; manufacturing sectors related to technology and national strength enhancement, including military industry, robotics, and new energy; and technology sectors related to large model performance realization [1] Group 2 - The International Institute of Finance reported that global debt has surged to a record $348 trillion, increasing by nearly $29 trillion, marking the fastest growth since the onset of the COVID-19 pandemic [2] - Government debt in countries like the United States and the Eurozone exceeds $10 trillion [2] Group 3 - Several lithium mining companies expect Zimbabwe's lithium ore exports to resume within one month after a temporary suspension [3] - Companies like Zhongmin Resources and Yahua Group are preparing to submit supplementary materials for export applications, indicating that the ban is expected to be lifted soon [3] Group 4 - Overseas tech companies are increasingly turning to loans backed by chips, particularly GPUs, to fund their substantial AI investments, with Moody's beginning to rate GPU-backed debt [4] - NAND flash memory prices are rising due to ongoing shortages, prompting major manufacturers like Phison to require advance payments from customers [4] Group 5 - The Chinese smartphone industry is set to experience a comprehensive price increase starting in March 2026, with new models expected to rise by at least 1,000 yuan [5] - Major brands such as OPPO, OnePlus, Vivo, iQOO, Xiaomi, and Honor are likely to raise prices for older models as well, marking a historic trend of simultaneous price hikes across all categories and brands [5] Group 6 - CCD cameras, once common, have seen a resurgence in popularity, with prices for certain models skyrocketing in the second-hand market [6] - Young consumers are driving this trend, primarily for the aesthetic quality of the images produced by these cameras [6] Group 7 - Baidu Group reported a total revenue of 32.7 billion yuan for Q4 2025, reflecting a year-on-year growth of 5% [7] - The net profit attributable to Baidu was 1.8 billion yuan, with a net profit margin of 5% [7] Group 8 - ByteDance's valuation is reportedly around $550 billion, as investment firm General Atlantic is selling part of its stake [8] - This valuation places ByteDance between Tencent and Alibaba in terms of market capitalization [8] Group 9 - New Hope Liuhe announced a cash investment of 74.87 million yuan to acquire a 70% stake in Luochuan Lingxian Company [9] - The investment will be used for both purchasing shares and increasing capital for the company [9] Group 10 - Aokema plans to acquire a 45% stake in its subsidiary Qingdao Aokema Smart Industry Co., Ltd. for 253 million yuan, aiming for full ownership [10] - The transaction is part of a strategy to consolidate control over its subsidiary [10]

Group 1 - Hehe Information achieved operating revenue of 1.81 billion yuan in 2025, a year-on-year increase of 25.83%, and net profit of 454 million yuan, a year-on-year increase of 13.39% [1] - Shengyi Technology announced that Guangxin Group and Chen Renxi have completed their share reduction plan, with Guangxin Group reducing its shares by 24.29 million, accounting for 1% of the total share capital [2] - Huaci Co., Ltd. received approval from the China Securities Regulatory Commission for its stock issuance to specific targets [3] Group 2 - New Nuo Wei plans to transfer 30.07% of its shares in Guoxin Huijin to Shiyao Holdings for 230 million yuan, with a valuation increase of 94.85% [4] - Tianli Lithium Energy has completed the scheduled maintenance of its lithium iron phosphate production line and resumed production [5] - Jinchuan Electric reported a net profit of 81.218 million yuan in 2025, a year-on-year decrease of 10.87% [6] Group 3 - Shenzhou Taiyue reported a net profit of 798 million yuan in 2025, a year-on-year decrease of 44.09% [7] - Jingwei Hengrun achieved a net profit of 99.5375 million yuan in 2025, reversing a loss from the previous year [8] - Keheng Technology signed a maximum pledge contract worth 450 million yuan to support its supply chain procurement [9] Group 4 - Zhongchu Media reported a net loss of 20.2858 million yuan in 2025, with operating revenue of 157 million yuan, a year-on-year decrease of 18.99% [10] - Tongde Chemical's subsidiary is involved in a lawsuit with a claim amount of approximately 49.1824 million yuan [12] - Jichuan Pharmaceutical signed an exclusive commercialization rights agreement for a new eczema treatment, with payments not exceeding 190 million yuan [13] Group 5 - Tianli Lithium Energy reported a net loss of 211 million yuan in 2025, with operating revenue of 408 million yuan, a year-on-year decrease of 20.20% [14] - Fortune Trend achieved a net profit of 315 million yuan in 2025, a year-on-year increase of 3.62% [15] - CITIC Securities received approval to publicly issue corporate bonds totaling no more than 80 billion yuan [16] Group 6 - Yongshan Lithium Industry reported a reduction of 23 million shares by Ningbo Jutai, decreasing its total shareholding from 13.24% to 4.52% [17] - Taifu Pump Industry achieved a net profit of 17.5631 million yuan in 2025, a year-on-year increase of 38.78% [18] - Longxun Co., Ltd. reported a net profit of 172 million yuan in 2025, a year-on-year increase of 19.05% [19] Group 7 - Duori Pharmaceutical's acquisition offer period has expired, and the company's stock will resume trading [20] - Tianhao Energy obtained a loan commitment letter for stock repurchase from a financial institution, with a loan amount not exceeding 90 million yuan [21] - Lijun Co., Ltd. reported a net profit of 57.545 million yuan in 2025, a year-on-year decrease of 52.09% [22] Group 8 - Zhongchumai reported a net profit of 212 million yuan in 2025, a year-on-year increase of 45.55% [23] - Kangxino reported a net profit of 27.8727 million yuan in 2025, reversing a loss from the previous year [24] - Baiao Saitu achieved a net profit of 173 million yuan in 2025, a year-on-year increase of 416.37% [25] Group 9 - Guangxun Technology's private placement application was approved by the Shenzhen Stock Exchange [26] - Sandam Membrane reported a net profit of 378 million yuan in 2025, a year-on-year increase of 19.95% [27] - Shangsheng Electronics reported a net profit of 184 million yuan in 2025, a year-on-year decrease of 21.71% [28] Group 10 - Xin'an Century reported a net profit of 79.2904 million yuan in 2025, reversing a loss from the previous year [29] - Zhenlei Technology achieved a net profit of 133 million yuan in 2025, a year-on-year increase of 582.01% [30] - Fuan Pharmaceutical's subsidiary received approval for a new drug application [32] Group 11 - Baotai reported a net loss of 336 million yuan in 2025, with operating revenue of 934 million yuan [33] - Aohua Endoscope reported a net profit of 11.4619 million yuan in 2025, a year-on-year decrease of 45.45% [34] - Maide Medical reported a net profit of 65.2599 million yuan in 2025, reversing a loss from the previous year [35] Group 12 - Chip Original Co. reported a net loss of 528 million yuan in 2025, with operating revenue of 3.152 billion yuan [36] - Zhongwei Semiconductor set a preliminary transfer price of 43.35 yuan per share for its inquiry [37] - Tieke Railway reported a net profit of 171 million yuan in 2025, a year-on-year decrease of 20.09% [38] Group 13 - Changjiang Electric announced a cash dividend distribution plan of 2.1 yuan per 10 shares for the 2025 fiscal year [39] - Kunheng Shunwei reported a net profit of 46.7676 million yuan in 2025, a year-on-year increase of 26.28% [40] - Ailis reported a net profit of 2.181 billion yuan in 2025, a year-on-year increase of 52.55% [41] Group 14 - Aerospace Software reported a net loss of 11.3126 million yuan in 2025, with operating revenue of 1.216 billion yuan [42] - Qizhong Technology reported a net profit of 266 million yuan in 2025, a year-on-year decrease of 15.16% [43] - Guotou Zhonglu plans to acquire 70% of Luochuan Lingxian Company for 74.8745 million yuan [44] Group 15 - Aokema plans to acquire 45% of its subsidiary for 253 million yuan [45] - ST Dali signed a procurement framework agreement worth 88.8794 million yuan with a leading new energy company [46] - Zhifei Biological received clinical trial approval for a new mRNA vaccine [47]

Group 1 - The core point of the article is that Guotou Zhonglu (600962.SH) aims to enhance its core competitiveness in the main business by acquiring a 70% stake in Luochuan Lingxian Company through a cash investment of 74.874473 million yuan [1] - The cash investment consists of 31.110300 million yuan for purchasing shares held by the Luochuan Development and Reform Science and Technology Bureau and 43.764173 million yuan for increasing the capital of Luochuan Lingxian Company [1] - The procurement cost of raw materials significantly impacts the production cost of concentrated apple juice, and the company’s strategic move to optimize production capacity in Luochuan, Shaanxi Province, is expected to lower processing costs and improve product quality [1] Group 2 - Luochuan County is recognized for its leading apple planting area, stable yield, and high quality, which supports the company's efforts to enhance its concentrated fruit and vegetable juice business [1] - The acquisition is positioned to strengthen the company's core competitiveness in the concentrated juice sector, ultimately benefiting the company and all shareholders in the long term [1]

Group 1 - The core point of the article is that Guotou Zhonglu (600962) plans to acquire a 70% stake in Luochuan Lingxian Company through a combination of equity purchase and capital increase, with a total cash investment of 74.874473 million yuan [1] - The transaction involves 31.1103 million yuan for purchasing shares from the Luochuan Development and Reform Science and Technology Bureau and 43.764173 million yuan for capital increase [1] - After the transaction, the registered capital of Luochuan Lingxian Company will increase to 106.3 million yuan, with Guotou Zhonglu holding 74.41 million yuan, representing a 70% stake [1] Group 2 - The board of directors has approved the transaction, which does not require shareholder meeting approval, but the agreement has not yet been signed, indicating some uncertainty [1] - This acquisition is expected to optimize production capacity and reduce raw material costs for the company [1]

证券代码：600962 证券简称：国投中鲁 公告编号：2026-009 国投中鲁果汁股份有限公司 关于购买洛川领鲜公司股权并增资的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 一、交易概述 （一）本次交易的基本情况 1 交易简要内容：国投中鲁果汁股份有限公司（以下简称公司或国投中鲁） 拟通过购买股权并增资的一揽子交易方式，现金出资 7,487.4473 万元取 得洛川领鲜苹果精深加工科技发展有限公司（以下简称洛川领鲜公司或 标的公司）70%股权。国投中鲁的现金出资中，3,111.0300 万元用于购 买洛川县发展改革科技局持有的洛川领鲜公司股权，4,376.4173 万元用 于增资洛川领鲜公司。 本次交易不构成关联交易。 本次交易不构成重大资产重组。 本次交易已经公司董事会发展战略与投资委员会及董事会审议通过，无 需提交公司股东会审议。 风险提示：交易双方尚未签署有关协议，本次交易后续能否顺利实施、 具体实施进度及最终结果均存在一定的不确定性，标的公司未来可能面 临行业、政策、市场环境变化及经营管理不及 ...

Core Viewpoint - The company Guotou Zhonglu plans to invest 74.874473 million yuan in cash to acquire a 70% stake in Luochuan Lingxian Company through equity purchase and capital increase [1] Group 1: Transaction Details - A total of 31.1103 million yuan will be used to purchase equity held by the Luochuan Development and Reform Science and Technology Bureau, while 43.764173 million yuan will be allocated for capital increase [1] - After the transaction, the registered capital of Luochuan Lingxian Company will increase to 106.3 million yuan, with Guotou Zhonglu subscribing 74.41 million yuan for a 70% stake [1] Group 2: Strategic Implications - The transaction has been approved by the board of directors and does not require shareholder meeting approval, although the agreement has not yet been signed, indicating some uncertainty [1] - This acquisition is expected to optimize production capacity and reduce raw material costs for the company [1]

Restructuring Progress - The company plans to acquire 100% of China Electronic Engineering Design Institute through a share issuance, with a transaction price of 6.026 billion yuan and a fundraising of no more than 1.726 billion yuan [1] - The restructuring has received approval from the State-owned Assets Supervision and Administration Commission on January 22, 2026, and is subject to shareholder meeting review, Shanghai Stock Exchange audit, and China Securities Regulatory Commission registration [1] Company Leadership Election - The company will hold its first extraordinary shareholders' meeting of 2026 on February 9, 2026, to review 23 related proposals, including asset acquisition, fundraising, and related transactions [2] - The share registration date is set for February 2, 2026 [2] Business and Technical Development - Upon completion of the transaction, the company's business will expand from concentrated fruit and vegetable juice production to the electronic information service industry [3] - The target company has performance commitments, with after-tax net profits of no less than 312 million yuan, 348 million yuan, and 375 million yuan for the years 2026 to 2028, respectively [3] Recent Performance - For the first three quarters of 2025, the company's operating revenue reached 1.424 billion yuan, representing a year-on-year increase of 25.79% [4] - The net profit attributable to shareholders for the same period was 28.5382 million yuan, showing a significant year-on-year growth of 3178.21% [4] - In the first half of 2025, the net profit attributable to shareholders was 25.0802 million yuan, reflecting a year-on-year increase of 2149.03% [4]