Group 1 - The core point of the news is the termination of the major asset restructuring between Haiguang Information Technology Co., Ltd. and Zhongke Shuguang Information Industry Co., Ltd. due to significant changes in market conditions since the transaction was initiated [1] - Both companies acknowledged that the substantial fluctuations in their stock prices since the announcement of the restructuring plan contributed to the decision to terminate the transaction [1][2] - The termination of the restructuring does not affect the ongoing cooperation between Haiguang Information and Zhongke Shuguang, as both companies will continue to focus on their respective market operations and professional development paths [3] Group 2 - The legal expert highlighted that the significant stock price volatility following the restructuring announcement could lead to major changes in transaction pricing, making the termination commercially logical [2] - The expert also emphasized the need for compliance in the termination process, ensuring that the board resolutions and independent opinions adequately address how stock price changes constitute a "significant adverse change" [2] - The founder of a branding consultancy suggested that the situation reflects a mismatch between market valuation fluctuations and corporate capital operations, indicating a need for companies to manage risks associated with such volatility [2] Group 3 - Haiguang Information and Zhongke Shuguang both aim to achieve full-chain collaborative development from chip design to computing services, despite the termination of the restructuring [3] - Zhongke Shuguang plans to continue integrating the domestic computing industry chain, focusing on a comprehensive layout from chips to hardware and software [3] - The companies will promote effective configuration and integration of computing hardware, technology, application software, and data elements in their core business areas [3]

红星资本局12月10日消息 今日下午，海光信息（688041.SH）及中科曙光（603019.SH）分别在投资者说明会上，就资产重组终止一事给出了进一步的说 明。双方均表示，终止原因为股价相比披露预案时发生了较大变化。 不过该回复遭到投资者质疑，认为两家公司未能及时披露相关信息。 资料图 图据视觉中国 资产重组终止原因受关注 公司回应：市场环境因素影响，股价变化较大 5月25日，两家公司宣布筹划由海光信息换股吸收合并中科曙光。另据重组预案，海光信息拟以0.5525：1的换股比例吸收合并中科曙光。海光信息换股价格 为143.46元/股，中科曙光换股价格为79.26元/股，成交金额为1159.67亿元。 此次合并终止的具体原因，成为投资者的关注焦点。在9日晚的公告中，双方给出的理由是，本次交易规模较大、涉及相关方较多，使得重大资产重组方案 论证历时较长，目前市场环境较本次交易筹划之初发生较大变化，本次实施重大资产重组的条件尚不成熟，基于审慎性考虑，决定终止本次交易事项。 10日的投资者说明会上，投资者要求公司方面进一步解释"市场环境因素"。海光信息董事、总经理沙超群表示，市场环境变化的具体表现之一是，交易双方 的 ...

证券日报网12月10日讯中科曙光（603019）在回答调研者提问时表示，目前公司生产经营情况正常，本 次交易终止不会对公司的生产经营和财务状况造成重大不利影响。公司将从以下方面进行市值管理，维 护广大投资人的利益：(1)公司将立足目前的业务，持续巩固并扩大在产业链上的核心竞争优势，立足 价值创造，做好做优主营业务。(2)公司已披露中期分红议案，并在12月召开股东会审议后实施，以实 际行动回报广大投资人。(3)后续公司将以更谨慎的制度建设，更透明的信息披露，更主动的投资者沟 通维护中小股东的利益。 ...

证券日报网12月10日讯中科曙光（603019）在回答调研者提问时表示，中科曙光聚焦算力基础设施，灵 活整合外部资源。中科曙光的核心优势在于算力硬件制造、数据中心建设和算力服务输出，在全国多个 城市部署算力中心，液冷技术达到行业顶尖水平。中科曙光后续可持续保持供应链灵活性，除海光芯片 外，还能根据市场需求广泛整合其他国产芯片，打造多元化的服务器产品体系，提升产品适配性。 ...

Core Viewpoint - The major asset restructuring plan between Haiguang Information Technology Co., Ltd. and Zhongke Shuguang Information Industry Co., Ltd. has been terminated after nearly seven months of planning, marking the first case of a "subsidiary reverse merger with the parent company" in the Sci-Tech Innovation Board [2][10]. Group 1: Termination Details - Both companies held board meetings on December 9, 2025, where they unanimously approved the termination of the transaction [4][12]. - The termination was attributed to the large scale of the transaction, involvement of multiple parties, prolonged proposal discussions, and significant changes in the market environment since the initial planning [5][13]. - The original plan involved Haiguang Information issuing shares to all A-share shareholders of Zhongke Shuguang, with an estimated transaction value of approximately 115.967 billion yuan [6][13]. Group 2: Future Cooperation - Despite the termination of the merger, both companies emphasized that their existing industrial cooperation would continue [14]. - Haiguang Information stated it would focus on high-end chip products and collaborate with industry partners, including Zhongke Shuguang, to advance technology research and development [15]. - Zhongke Shuguang indicated plans to establish closer cooperation in system-level product applications [15]. Group 3: Market Impact and Commitments - Following the announcement of the restructuring plan, the stock prices of both companies experienced significant fluctuations [16]. - The termination of the transaction is not expected to have a major adverse impact on the operational and financial status of either company, nor will it harm the interests of the companies and minority shareholders [16]. - Both companies have committed to not planning any major asset restructuring for at least one month following the announcement of the termination [15].

Core Viewpoint - The merger between Haiguang Information and Zhongke Shuguang, valued at 115.97 billion yuan, has been terminated due to significant changes in market conditions and the complexity of the transaction, rather than operational or financial issues [3][11]. Group 1: Termination Reasons - The termination of the merger was primarily due to the large scale of the transaction and the involvement of multiple parties, which prolonged the evaluation process. Additionally, the market environment has changed significantly since the initial planning, making the implementation conditions immature [3][11]. - The transaction was initially announced on June 9, 2025, with Haiguang Information's share price set at 143.46 yuan and Zhongke Shuguang's at 79.26 yuan. The merger was intended to be the largest in the domestic computing industry and the largest A-share merger in 2025, valued at 115.97 billion yuan [3][11]. Group 2: Investor Communication - Following the announcement of the merger's termination, both companies will hold an investor briefing on December 10, 2025, to address questions and concerns from investors [4][12]. - A timeline of the merger process was provided, indicating that the companies had been actively disclosing progress from May 25, 2025, until the termination announcement on December 9, 2025 [4][12]. Group 3: Market Impact and Stock Performance - Since the announcement of the merger plan, both companies experienced significant stock price increases, with Haiguang Information reaching a peak of 277.98 yuan per share and Zhongke Shuguang reaching 128.12 yuan per share, both doubling in value compared to pre-suspension prices [5][13]. - The mid-term cash dividend plans were announced simultaneously with the termination, with Haiguang Information proposing a dividend of 0.9 yuan per 10 shares (totaling 209 million yuan) and Zhongke Shuguang proposing 0.7 yuan per 10 shares (totaling 102 million yuan) [4][12]. Group 4: Strategic Context - The merger was positioned to benefit from favorable policy support, being the first A-share absorption merger under the revised 2025 regulations, which allowed for a simplified review process. However, the termination was not attributed to regulatory or policy obstacles [5][13]. - The analysis suggests that the core trigger for the termination was a dramatic shift in the market ecosystem, with both companies opting for collaboration rather than a merger, reflecting a significant change in the market environment since the merger announcement [6][14].

登录新浪财经APP 搜索【信披】查看更多考评等级 备受市场关注的千亿级重组突然宣告终止。 12月10日，在宣布终止与科创板芯片龙头海光信息（688041.SH）的千亿级合并计划后，服务器制造商中科曙光（603019.SH）开盘即封死一字跌停板， 最终以90.12元的价格收盘，总市值应声缩水至1319亿元，单日市值蒸发约146亿元。 相比之下，本次合并计划的另一方海光信息，当日股价虽一度下探跌超5%，但随后跌幅收窄，最终收报218.5元，总市值依旧站稳5000亿元关口。 值得注意的是，作为交易双方，海光信息与中科曙光的关系颇为特殊，二者同属"中科院系" 阵营——海光信息的第一大股东为中科曙光，而中科曙光的 控股股东则是中科院计算所。也正因如此，这场罕见的 "以子并母" 式资本运作，从筹划之初就备受资本市场的关注。 从时间节点来看，海光信息、中科曙光的合并计划开始于今年上半年。5月下旬，海光信息和中科曙光双双发布公告称，二者正在筹划由海光信息通过向 中科曙光全体A股换股股东发行A股股票的方式换股吸收合并中科曙光，并发行A股股票募集配套资金。两家公司A股股票于5月26日起开始停牌。停牌 前，海光信息与中科曙光的市值 ...

Core Viewpoint - The termination of the merger between Haiguang Information and Zhongke Shuguang indicates a temporary halt to the previously envisioned "vertical integration" strategy through capital ties, raising investor interest in how the two industry leaders will reshape their business relationships and competitive strategies in an increasingly competitive computing power industry [1][8]. Group 1: Merger Termination Details - The proposed merger between Haiguang Information (688041.SH) and Zhongke Shuguang (603019.SH) was announced to be terminated after six months of planning, with the announcement made on December 9 [2][4]. - Following the announcement, Zhongke Shuguang's stock price fell to a limit down of 90.12 yuan per share, with a total market value of 131.86 billion yuan, while Haiguang Information's stock price remained relatively stable at 218.50 yuan per share, with a market value of 507.87 billion yuan [2]. - The reasons for the termination included significant changes in market conditions and the complexity of the transaction, which involved multiple parties and perspectives, leading to an inability to reach a consensus on the merger terms [5][6]. Group 2: Market Environment and Business Strategy - The market environment has changed significantly since the initial planning of the merger, with both companies experiencing substantial fluctuations in their stock prices, complicating the agreed-upon exchange ratio and transaction price [5][6]. - Despite the termination, both companies are expected to maintain their roles as important business partners, with Haiguang Information continuing as an independent chip supplier and Zhongke Shuguang retaining flexibility in its supply chain choices [8][9]. Group 3: Future Collaboration and Financial Performance - Future collaborations between Haiguang Information and Zhongke Shuguang will focus on system-level product applications, leveraging Zhongke Shuguang's strengths in advanced technologies such as super-node computing and data center solutions [9]. - Both companies reported strong financial performance for the first three quarters of 2025, with Zhongke Shuguang achieving a revenue of 8.804 billion yuan (up 9.49%) and Haiguang Information reporting a revenue of 9.49 billion yuan (up 54.65%) [10]. - Haiguang Information's R&D investment reached 2.93 billion yuan, reflecting a 35.38% increase, indicating a commitment to advancing its core processing technology [10].

Core Viewpoint - Zhongke Shuguang has disclosed its investor relations activity record, addressing market concerns regarding the Supernode 640 product orders, compatibility with H200, and collaboration with NVIDIA [1] Group 1: Product Features and Market Position - The Shuguang scaleX640 product is based on advanced hardware architecture, cooling, and power supply technologies, achieving a leading level of integration globally [1] - The comprehensive performance of the Supernode is leading domestically, with its advantages expected to become more prominent as the scale of large model parameters increases and high-throughput inference cluster deployments are implemented [1] - The scaleX640 Supernode adopts an AI computing open architecture, supporting mainstream domestic and international AI accelerator cards, allowing users to choose acceleration chips as needed for a "soft and hard collaboration, ecological compatibility" AI computing solution [1]

Core Viewpoint - The proposed merger between Haiguang Information and Zhongke Shuguang has been terminated after six months of planning due to significant changes in the market environment and the complexity of the transaction [2][4][5]. Group 1: Merger Details - Haiguang Information planned to absorb Zhongke Shuguang through a share swap, with a swap ratio of 0.5525:1, valuing Zhongke Shuguang's shares at 79.26 yuan and Haiguang's at 143.46 yuan [3]. - The total market capitalization before the merger announcement was approximately 3,158 billion yuan for Haiguang Information and 903 billion yuan for Zhongke Shuguang [3]. - The merger was expected to create a vertically integrated industry chain in the chip and computing sector [3]. Group 2: Reasons for Termination - The termination was attributed to the large scale of the transaction, involvement of multiple parties, and significant changes in the market environment since the initial planning [4][5]. - The stock prices of both companies fluctuated significantly during the planning period, complicating the agreement on the swap ratio and transaction terms [4][5]. Group 3: Future Business Strategies - Despite the termination, both companies will continue to operate independently while maintaining a collaborative relationship in the computing industry [6][7]. - Haiguang Information will focus on being an independent chip supplier, while Zhongke Shuguang will retain flexibility in its supply chain choices [7]. - Future collaborations will focus on system-level product applications, leveraging Zhongke Shuguang's strengths in advanced technologies [7]. Group 4: Financial Performance - Zhongke Shuguang reported a revenue of 8.804 billion yuan for the first three quarters of 2025, a year-on-year increase of 9.49%, with a net profit of 955 million yuan, up 24.05% [8]. - Haiguang Information achieved a revenue of 9.49 billion yuan for the same period, reflecting a 54.65% year-on-year growth, with a net profit of 1.961 billion yuan, up 28.56% [8]. - Both companies are committed to increasing R&D investments, with Haiguang Information investing 2.93 billion yuan in R&D, a 35.38% increase [8].