证券研究报告 | 投资策略研究*周报 2025 年 08 月 21 日 投资策略研究 并购重组周报（2025/08/15-2025/08/21） 2025/08/15-2025/08/21 期间，新增并购重组的上市公司有 3家，分别 为镇洋发展、通业科技、ST 景谷，涉及的并购重组事件有 3 个，涉及的上 市公司中镇洋发展为目标方，通业科技为竞买方，ST景谷为出让方，本期间 并购重组上市公司涉及的行业有基础化工、机械设备、农林牧渔。 镇洋发展：公司主要从事氯碱相关产品的研发、生产与销售，核心产品包括 氯碱类产品、MIBK 类产品、PVC 类产品以及其他化工产品。其中，氯碱类产 品涵盖烧碱、氯化石蜡、ECH 等，广泛应用于农业、电力、石油化工、医药、 冶炼、新能源材料、轻工、纺织、印染等多个领域。MIBK 类产品主要用于溶 剂、涂料等行业，而 PVC 类产品则用于建筑材料、包装材料等领域。公司产 品结构丰富，覆盖多个细分市场，并通过直销和经销两种销售模式进行市场 拓展。2024 年，公司主营业务收入达到 28.98 亿元，同比增长 37.06%，主 要得益于 PVC 产品的投产和销售。本次交易由浙江沪杭甬高速公 ...

Core Viewpoint - Zhejiang Zhenyang Development Co., Ltd. is planning a major asset restructuring with Zhejiang Huhangning Expressway Co., Ltd. through a share swap, which is expected to improve the performance of the listed company significantly [1][2][11]. Group 1: Company Overview - Zhejiang Huhangning is primarily engaged in the construction, operation, maintenance, and management of high-grade highways, with major assets including several expressways [7]. - Zhenyang Development is a chemical company focused on the research, production, and sales of chlor-alkali related products, and has been listed on the Shanghai Stock Exchange since November 2021 [7]. Group 2: Financial Performance - Zhenyang Development's revenue and net profit have shown a declining trend since its listing, with 2024 projected revenue of 2.899 billion yuan, a 37.10% increase year-on-year, but a net profit decrease of 23.21% to 191 million yuan [8][9]. - In contrast, Zhejiang Huhangning's net profit has remained stable, with figures of 5.379 billion yuan, 5.224 billion yuan, and 5.502 billion yuan for 2022 to 2024 [10]. Group 3: Market Reaction and Implications - Following the announcement of the restructuring, Zhenyang Development's stock price hit the daily limit, with a market capitalization of approximately 6.8 billion yuan [4]. - The merger is expected to enhance the overall performance of the combined entity, benefiting from Zhejiang Huhangning's stable earnings [11]. Group 4: Industry Trends - There has been a noticeable increase in absorption mergers among listed companies in recent years, indicating a trend towards consolidation in the market [14]. - Recent regulatory changes to the asset restructuring management rules have facilitated such mergers, including specific lock-up requirements for shareholders [15][16].

Group 1 - Zhejiang Zhenyang Development Co., Ltd. (603213.SH) announced a major asset restructuring plan with Zhejiang Huhangning Expressway Co., Ltd. (00576.HK) [1] - The restructuring involves Zhejiang Huhangning issuing A-shares to all shareholders of Zhenyang Development in a share swap to absorb and merge the company [1] - Zhenyang Development's stock, convertible bonds, and convertible bond conversion will be suspended from trading starting August 20, with an expected suspension period of no more than 10 trading days [2] Group 2 - On the day of the announcement, Zhenyang Development's stock price hit the daily limit, with a market capitalization of approximately 6.8 billion yuan [3] - Zhenyang Development has seen a continuous decline in net profit since its listing, with projected revenue of 2.899 billion yuan in 2024, a year-on-year increase of 37.10%, but a net profit decrease of 23.21% to 191 million yuan [5][6] - In contrast, Zhejiang Huhangning has maintained stable net profits over the past few years, reporting 5.302 billion yuan in 2024 [7] Group 3 - The merger is expected to significantly improve the performance of the listed company, and Zhejiang Huhangning will achieve dual listing in both A and H shares [8] - The number of absorption mergers among listed companies has been increasing in recent years, indicating a trend in the market [9] - Recent amendments to the "Reorganization Measures" by the China Securities Regulatory Commission support mergers and acquisitions among listed companies [10][11]

Group 1 - Jinhe Biological plans to establish a wholly-owned subsidiary with an investment of 10 million yuan to expand into the pet business, focusing on pet food and supplies, food additives, and medical research [1] - CNOOC Development intends to sell its cold energy business and assets to a related party for a total of 371 million yuan [1] - Shentong Express reported a revenue of 4.287 billion yuan in July, a year-on-year increase of 9.95% [2] Group 2 - Haosai received a warning letter from the Beijing Securities Regulatory Bureau due to suspected bribery involving its controlling shareholder [4] - Zhenyang Development is planning a major asset restructuring, leading to a temporary suspension of its stock [5] - Chitianhua's subsidiary will undergo a planned maintenance shutdown for 35 days, which will not affect the annual production targets [7] Group 3 - Aikang Pharmaceutical reported a net loss of 139 million yuan in the first half of the year, despite a revenue increase of 10.26% [8] - Zhaojin Gold achieved a net profit of 446.946 million yuan in the first half of the year, reversing a loss from the previous year [9] - CNOOC Development reported a net profit of 1.83 billion yuan in the first half of the year, a year-on-year increase of 13.15% [10] Group 4 - Hanchuan Intelligent reported a net profit of 22.935 million yuan in the first half of the year, compared to a loss in the same period last year [11] - Songyuan Safety's net profit increased by 30.85% year-on-year, with a revenue of 1.148 billion yuan [12] - Hengdian Film reported a net profit of 202 million yuan, a year-on-year increase of 128.61% [13] Group 5 - Ruoyu Chen's net profit increased by 85.6% year-on-year, with a revenue of 1.319 billion yuan [14] - Ruida Futures reported a net profit of 228 million yuan, a year-on-year increase of 66.49% [16] - Yangjie Technology's net profit increased by 41.55% year-on-year, with a revenue of 3.455 billion yuan [17] Group 6 - Yahua Group reported a net profit of 136 million yuan, a year-on-year increase of 32.87% [19] - Zhenyou Technology reported a net loss of 47.594 million yuan in the first half of the year [20] - Xinghui Co., Ltd. announced a share transfer agreement involving 6.99% of its shares [21] Group 7 - Shaanxi Natural Gas plans to transfer 13% of its shares through an agreement [23] - Zhenyou Technology received government subsidies totaling 6.0487 million yuan, accounting for 22.05% of its net profit [25] - Kema Technology plans to reduce its shareholding by up to 1.72% through a strategic employee placement plan [26]

Group 1 - The Ministry of Human Resources and Social Security, along with four other departments, has issued a notice that starting from September 1, individuals can withdraw personal pensions under three new conditions: suffering from major illnesses, receiving unemployment insurance, and receiving minimum living security. Participants can withdraw their pensions monthly, in installments, or as a lump sum [2] - Xiaomi Group reported its Q2 financial results, achieving record highs in several key metrics: revenue of 116 billion yuan, a year-on-year increase of 30.5%; adjusted net profit of 10.8 billion yuan, a significant increase of 75.4%; revenue from the smartphone and AIoT segment reached 94.7 billion yuan, up 14.8% year-on-year. The smartphone business generated 45.5 billion yuan, with positive growth for eight consecutive quarters. The automotive segment reported revenue of 21.3 billion yuan, with operating losses narrowing to 300 million yuan, and is expected to achieve profitability in the second half of the year [2] Group 2 - The Ministry of Finance reported that in July, the national general public budget revenue reached 202.73 billion yuan, a year-on-year increase of 2.6%, the highest growth rate this year. Tax revenue was 180.18 billion yuan, growing by 5%. For the first seven months of the year, total revenue was 1.35839 trillion yuan, with a slight year-on-year increase of 0.1% [3] - The People's Bank of China has added 100 billion yuan in re-lending to support agriculture and small businesses, encouraging financial institutions to increase credit support for affected areas and small enterprises [3] - The National Bureau of Statistics reported that the unemployment rate for urban youth aged 16-24 in July was 17.8%, while the rate for those aged 25-29 was 6.9%, and for those aged 30-59 was 3.9% [3] Group 3 - The A-share market experienced a narrow fluctuation with all three major indices closing lower, while the North Star 50 index reached a new historical high. The consumer electronics, CPO, and liquor sectors led the gains, while insurance, PEEK materials, and lithography machine concepts saw notable adjustments [5] - The Hong Kong Hang Seng Index fell by 0.21%, closing at 25,122.9 points, with the Hang Seng Technology Index down 0.67%. Southbound funds saw a significant net inflow of 18.573 billion Hong Kong dollars [6] - The margin financing balance in the A-share market exceeded 2.1 trillion yuan, marking a significant increase and the largest single-day growth in 2024. This reflects a growing bullish sentiment in the market [7] Group 4 - Xpeng Motors reported Q2 total revenue of 18.27 billion yuan, a year-on-year increase of 125.3%, with an adjusted net loss of 390 million yuan, down from a loss of 1.22 billion yuan in the same period last year. The company expects Q3 vehicle deliveries to reach between 113,000 and 118,000 units, representing a year-on-year growth of 142.8% to 153.6% [8] - Pop Mart's revenue and net profit for the first half of the year exceeded the total for the previous year, with revenue of 13.876 billion yuan, a year-on-year increase of 204.4%, and adjusted net profit of 4.71 billion yuan, up 362.8% [9]

8月19日晚间，镇洋发展（603213）（603213）公告称，公司接到控股股东浙江省交通投资集团有限公司通知， 拟筹划浙江沪杭甬和镇洋发展进行重大资产重组，本次交易的方式为浙江沪杭甬向镇洋发展全体股东发行A股股 票，通过换股方式吸收合并镇洋发展。 | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 603213 | 镇洋发展 | A 股 停牌 | 2025/8/20 | | | | | 113681 | 镇洋转债 | 可转债债券停 | 2025/8/20 | | | | | | | 牌 | | | | | | 113681 | 镇洋转债 | 可转债转股停 | 2025/8/20 | | | | | | | 牌 | | | | | | 证券代码:603213 | 证券简称:镇洋发展 公告编号:2025-037 | | --- | --- | | 转债代码:113681 | 转债简称:镇洋转债 | 来源：公司公告 镇洋发展公告称，公司A股股票、可转换公司债券及其转股 ...

8月19日晚间，镇洋发展（603213）公告称，公司接到控股股东浙江省交通投资集团有限公司通知，拟筹划浙江 沪杭甬和镇洋发展进行重大资产重组，本次交易的方式为浙江沪杭甬向镇洋发展全体股东发行A股股票，通过换 股方式吸收合并镇洋发展。 | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | 603213 | 镇洋发展 | A 股 停牌 | 2025/8/20 | | | | | 113681 | 镇洋转债 | 可转债债券停 | 2025/8/20 | | | | | | | 牌 | | | | | | 113681 | 镇洋转债 | 可转债转股停 | 2025/8/20 | | | | | | | 牌 | | | | | （文章来源：中国证券报） 来源：公司公告 镇洋发展公告称，公司A股股票、可转换公司债券及其转股将于8月20日（星期三）开市时起开始停牌，预计停牌 时间不超过10个交易日。 吸收合并方浙江沪杭甬是浙江省交通集团旗下核心成员企业和重要上市平台。公司于199 ...

| 证券代码：603213 | 证券简称：镇洋发展 公告编号：2025-037 | | --- | --- | | 转债代码：113681 | 转债简称：镇洋转债 | 浙江镇洋发展股份有限公司 关于筹划重大资产重组停复牌的公告 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： 证券停复牌情况：适用 因筹划重大资产重组,本公司的相关证券停复牌情况如下： | 证券代码 | 证券简称 | 停复牌类型 | | 停牌起始日 | 停牌 期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | --- | | 603213 | 镇洋发展 | A 股 | 停牌 | 2025/8/20 | | | | | 113681 | 镇洋转债 | 可转债债券停 | | 2025/8/20 | | | | | | | 牌 | | | | | | | 113681 | 镇洋转债 | 可转债转股停 | | 2025/8/20 | | | | | | | 牌 | | | | | | ...

Core Viewpoint - The company is planning a significant asset restructuring involving a merger with Zhejiang Hu-Hang-Yong Highway Co., Ltd, as notified by its controlling shareholder, Zhejiang Provincial Transportation Investment Group Co., Ltd [1] Group 1 - The transaction will involve Zhejiang Hu-Hang-Yong issuing A-shares to all shareholders of the company in exchange for shares, effectively merging the two entities [1] - The company's A-shares and convertible bonds will be suspended from trading starting August 20, 2025, with an expected suspension period of no more than 10 trading days [1]

[Current Period Performance Forecast](index=1&type=section&id=Current%20Period%20Performance%20Forecast) The company forecasts a significant year-on-year decline in H1 2025 net profit attributable to shareholders, ranging from 50.41% to 57.89%, with preliminary unaudited figures between 45 million and 53 million yuan 2025 Semi-Annual Performance Forecast | Metric | 2025 Semi-Annual Estimate (RMB) | Prior Period (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 45 million - 53 million yuan | 106.87 million yuan | ↓ 50.41% to 57.89% | | **Net Profit Attributable to Shareholders (Excluding Non-recurring Items)** | 45 million - 53 million yuan | 103.57 million yuan | ↓ 48.83% to 56.55% | - The financial data in this performance forecast are preliminary estimates by the company's finance department and have not been audited by an accounting firm[6](index=6&type=chunk) [Prior Period Performance Review](index=2&type=section&id=Prior%20Period%20Performance%20Review) In H1 2024, the company reported a net profit attributable to shareholders of 106.87 million yuan and earnings per share of 0.25 yuan 2024 Semi-Annual Performance Review | Metric | Amount/Value | | :--- | :--- | | Total Profit | 137.35 million yuan | | Net Profit Attributable to Shareholders | 106.87 million yuan | | Net Profit Attributable to Shareholders (Excluding Non-recurring Items) | 103.57 million yuan | | Earnings Per Share | 0.25 yuan | [Key Reasons for Current Period Performance Pre-reduction](index=2&type=section&id=Key%20Reasons%20for%20Current%20Period%20Performance%20Pre-reduction) The significant performance decline is primarily due to macroeconomic and market changes causing a year-on-year decrease in product market prices - The core reason for the performance decline is the impact of macroeconomic and market changes, leading to a year-on-year decrease in market prices for some of the company's products[9](index=9&type=chunk) - The company plans to continue implementing cost reduction and efficiency improvement measures in H2 2025 to enhance its market competitiveness[9](index=9&type=chunk) [Risk Warning](index=2&type=section&id=Risk%20Warning) The company emphasizes that this unaudited performance forecast is a preliminary estimate, with no significant uncertainties affecting its accuracy - The company emphasizes that this performance forecast is a preliminary estimate and unaudited, but there are no significant uncertainties affecting the accuracy of the forecast content[11](index=11&type=chunk) [Other Explanations](index=3&type=section&id=Other%20Explanations) Investors are reminded that forecast data are preliminary, with final accurate figures subject to the official 2025 semi-annual report, and to be aware of investment risks - The final accurate financial data will be based on the company's officially disclosed 2025 semi-annual report, reminding investors to be aware of investment risks[12](index=12&type=chunk)