Group 1 - In July, Qingdao private enterprises initiated a wave of acquisitions, with three local companies making significant moves within five days, indicating a strong desire for resource integration and expansion [1] - On July 10, Jiangsu Changling Hydraulic Co., Ltd. announced that Hu Kangqiao, founder of Core Interconnection Technology, and his affiliates would invest 2.113 billion yuan to acquire 41.99% of voting rights in Changling Hydraulic, potentially indicating plans for a backdoor listing [1] - The acquisition involved a state-owned company in Wuxi receiving approximately 600 million yuan in equity from Core Interconnection, providing crucial financial support for the deal [1] Group 2 - On July 13, DeGute announced a major asset restructuring plan to acquire 100% of Haowei Technology for cash and stock, marking a "small fish eating big fish" scenario, as Haowei's revenue was nearly 4 billion yuan over the past two years [2] - DeGute aims to expand its business from energy-saving equipment manufacturing to telecommunications software development and AI solutions, establishing a second growth curve [2] - Haowei Technology is recognized as a unicorn in digital technology operations, with strong capabilities in cloud management services certified by major cloud providers [2] Group 3 - On July 14, Sailun Tire announced its subsidiary would acquire 100% of Bridgestone (Shenyang) Tire Co., Ltd. for 265 million yuan, focusing on the existing industrial land and production capacity [3] - This acquisition will help Sailun Tire rapidly increase production capacity to meet domestic and international market demands, enhancing its competitiveness [3] - The trend of active mergers and acquisitions among Qingdao enterprises reflects a shift from state-owned enterprises to private companies taking the lead in capital operations [3]

Group 1 - The core event involves the acquisition of Longling Hydraulic by the unicorn company Core Chip Interconnect, which has significantly impacted the capital market, with Longling Hydraulic's stock price increasing nearly 520% since its resumption of trading [1][2] - Longling Hydraulic's latest market capitalization exceeds 60 billion yuan, while Core Chip Interconnect is valued at 15 billion yuan [1] - The acquisition structure includes a two-step process where Core Chip Interconnect and its partners will invest a total of 21.13 billion yuan to acquire 41.99% of Longling Hydraulic's shares [3][4] Group 2 - The first step involves a share transfer agreement where Core Chip Interconnect will acquire 24.99% of Longling Hydraulic's shares for approximately 12.38 billion yuan, and another partner will acquire 5% for about 2.48 billion yuan [4] - The second step includes a partial tender offer for an additional 12% of shares at a price of 36.24 yuan per share, totaling around 6.27 billion yuan [4] - The funding for this acquisition is primarily sourced from Core Chip Interconnect's own funds and loans, with Jiangyin State-owned Assets contributing over 40% of the total investment [6][7] Group 3 - Jiangyin State-owned Assets aims to create a model for local state-owned enterprises to acquire control of listed companies while addressing past issues in such transactions [2][9] - The acquisition is expected to stabilize Longling Hydraulic's operations and provide a platform for future capital operations, including potential asset injections from Core Chip Interconnect [11][13] - Longling Hydraulic has shown stable financial performance, with revenues around 8.96 billion yuan in 2022 and a net profit of approximately 1.27 billion yuan, indicating a solid foundation for future growth [12] Group 4 - The transaction is seen as a strategic move to enhance local economic development by integrating the chip design and hydraulic manufacturing sectors, potentially leading to significant synergies [13][14] - Jiangyin's investment in Core Chip Interconnect is part of a broader strategy to develop a robust semiconductor industry cluster, with the goal of creating a billion-level integrated circuit industry park by 2028 [15][16] - The deal is structured to allow for a smooth exit strategy for Jiangyin State-owned Assets, enabling them to capitalize on the growth of both Longling Hydraulic and Core Chip Interconnect [14][16]

上交所公开信息显示，当日该股因日振幅值达18.08%上榜，营业部席位合计净卖出2120.00万元。 证券时报·数据宝统计显示，上榜的前五大买卖营业部合计成交1.04亿元，其中，买入成交额为4157.66 万元，卖出成交额为6277.65万元，合计净卖出2120.00万元。 具体来看，今日上榜营业部中，第一大买入营业部为东方财富证券股份有限公司林芝广州大道证券营业 部，买入金额为934.46万元，第一大卖出营业部为瑞银证券有限责任公司上海浦东新区花园石桥路第二 证券营业部，卖出金额为2038.01万元。 近半年该股累计上榜龙虎榜7次，上榜次日股价平均跌1.99%，上榜后5日平均涨4.34%。 资金流向方面，今日该股主力资金净流入2449.57万元，其中，特大单净流入1349.26万元，大单资金净 流入1100.31万元。近5日主力资金净流入3885.73万元。 4月29日公司发布的一季报数据显示，一季度公司共实现营业收入2.19亿元，同比下降2.64%，实现净利 润3082.47万元，同比下降7.63%。（数据宝） 长龄液压7月14日交易公开信息 长龄液压(605389)今日下跌3.43%，全天换手率8.37% ...

Core Viewpoint - The financial advisor, Changcheng Securities, has conducted a thorough review of the detailed equity change report for Jiangsu Changling Hydraulic Co., Ltd, confirming that the disclosed information is true, accurate, and complete, and complies with relevant laws and regulations [1][5][24]. Summary by Relevant Sections Financial Advisor's Review - The financial advisor guarantees that all documents and statements provided are truthful and complete, with no false records or misleading statements [1][5]. - The advisor has verified the content of the detailed equity change report and found no substantial discrepancies with the disclosed information [1][5]. Equity Change Details - The equity change involves the acquisition of 43,211,714 shares of Jiangsu Changling Hydraulic, representing 29.99% of the total shares, by Wuxi Core Technology Partnership and Jiangyin Chenglian Investment Partnership [4][26]. - Following the equity change, Wuxi Core Technology will hold 36,007,360 shares (24.99% of total shares), while Jiangyin Chenglian will hold 7,204,354 shares (5.00% of total shares) [26]. Purpose of Equity Change - The purpose of the equity change is to support the future development of the listed company by leveraging operational management experience and industry resources [24][25]. - The financial advisor considers the stated purpose of the equity change to be reasonable and compliant with existing laws and regulations [24]. Future Plans - Wuxi Core Technology plans to further acquire an additional 12.00% of shares within the next 12 months through a partial tender offer [24][25]. - The advisor confirms that the equity change will not aim to terminate the listing status of Jiangsu Changling Hydraulic [25]. Compliance and Governance - The financial advisor has provided necessary guidance on compliance with securities market regulations to the responsible parties involved in the equity change [23][24]. - The advisor believes that the parties involved possess the capability to manage the listed company in accordance with modern corporate governance standards [23][24].

长城证券股份有限公司 关于 江苏长龄液压股份有限公司 详式权益变动报告书 之 财务顾问核查意见 （广东省深圳市福田区金田路 2026 号能源大厦南塔楼 10-19 层） 二〇二五年七月 1 声明 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司收 购管理办法》《公开发行证券的公司信息披露内容与格式准则第 15 号——权益 变动报告书》及《公开发行证券的公司信息披露内容与格式准则第 16 号——上 市公司收购报告书》等法律法规和规范性文件的规定，长城证券股份有限公司 按照行业公认的业务标准、道德规范，本着诚实信用、勤勉尽责的精神，对本 次权益变动的相关情况和资料进行了核查，对信息披露义务人出具的《江苏长 龄液压股份有限公司详式权益变动报告书》进行核查，并出具核查意见，以供 投资者和有关各方参考。 为此，本财务顾问特作出以下声明： 1、本财务顾问所依据的有关资料由信息披露义务人提供。信息披露义务人 已做出声明，保证其所提供的所有文件、材料及口头证言真实、准确、完整、 及时，不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性、 完整性和合法性负责； 2、本财务顾问已按照规定履行了尽职调查义 ...

Core Viewpoint - The control change of Changling Hydraulic (605389.SH) has progressed with a new agreement for the transfer of 29.99% of shares from the current actual controllers to new investors, leading to a significant transaction amount of 21.1 billion yuan [2][5][12]. Summary by Sections Control Change Details - The control change involves a share transfer agreement and a partial tender offer, with the new actual controller being Hu Kangqiao after the completion of the transactions [2][5][6]. - The transaction includes the transfer of 36,007,400 shares at a price of 34.39 yuan per share, totaling 1.486 billion yuan [5][12]. Financial Aspects - The total transaction amount is 21.13 billion yuan, with the tender offer price set at 36.24 yuan per share for 1,729,040 shares, representing 12% of the company [6][12]. - Nearly half of the funding for the acquisition comes from loans, with specific amounts detailed for both the share transfer and the tender offer [12][13]. Market Reaction - Following the announcement of the control change, Changling Hydraulic's stock price hit the daily limit up, closing at 42.03 yuan per share after resuming trading [8][10]. - The stock experienced significant volatility prior to the announcement, with a 46.48% fluctuation in price during June [7][10]. Historical Context - This is not the first attempt at a control change for Changling Hydraulic, as previous attempts have also led to unusual stock price movements, raising concerns about potential information leakage or insider trading [9][10]. Company Performance - The company has shown declining performance over the years, with revenues and net profits decreasing from 2020 to 2024 [10][11].

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with a new investor, Hu Kangqiao, set to take over after a series of share transfers and a partial tender offer [1][4]. Group 1: Control Change Details - The control change involves a two-step process: a share transfer agreement and a partial tender offer [3]. - The current actual controllers, Xia Jifa and Xia Zemin, will transfer a total of 29.99% of the company's shares to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership [1][3]. - After the completion of the share transfer, Hu Kangqiao will become the new actual controller of the company [1][4]. Group 2: Financial Aspects - The total transaction value is 2.113 billion yuan, with the share transfer valued at 1.486 billion yuan and the tender offer at 627 million yuan [4]. - The share transfer price is set at 34.39 yuan per share, while the tender offer price is 36.24 yuan per share [4]. Group 3: Company Performance - Changling Hydraulic has experienced a decline in net profit from 2021 to 2024, with figures of 202 million yuan, 127 million yuan, 102 million yuan, and 95 million yuan respectively [5]. - The company aims to improve its performance through this control change, potentially bringing in new management and innovation [5]. Group 4: Regulatory and Future Steps - The control change is subject to regulatory review and must complete the share transfer process before implementation [6]. - The agreement stipulates that the transferors will support the company's future business transformation and capital operations [5].

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with Hu Kangqiao and his associates planning to acquire 29.99% of the company's shares and subsequently make a partial tender offer to increase their stake by an additional 12% to gain control of the company [1][4][5] Shareholding Structure - The share transfer involves Hu Kangqiao and his associates transferring a total of 43,211,714 shares, representing 29.99% of the total shares, to Wuxi Hexin Tingtao Technology Partnership and Jiangyin Chenglian Shuangying Investment Partnership for a total price of 1.486 billion yuan, at a price of 34.39 yuan per share [4][5] - After the transfer, Hu Kangqiao and his associates will hold 40.94% of the shares, while Wuxi Hexin Tingtao and its associates will hold 29.99% [4][5] Tender Offer - Wuxi Hexin Polang Technology Partnership is making a partial tender offer for 17,290,448 shares, which is 12% of the total shares, at a price of 36.24 yuan per share, amounting to a total payment of 627 million yuan [5][6] Company Performance - Changling Hydraulic's performance has declined post-IPO, with revenue and net profit decreasing from 2021 to 2024. Revenue figures were 9.07 billion yuan in 2021, dropping to 8.83 billion yuan in 2024, while net profit fell from 202 million yuan to 101 million yuan during the same period [8][10] - In Q1 of the current year, the company reported revenue of 2.19 billion yuan, a year-on-year decrease of 2.64%, and a net profit of 30.82 million yuan, down 7.63% year-on-year [8][10] Control Change Attempts - The actual controller, Xia Jifa, had previously attempted to change control in January 2025 but terminated the process due to disagreements with the trading party [9][10] - The current attempt at control change marks the second such effort within six months, raising questions about the future outlook of the company [10]

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. is undergoing a change in control, with Hu Kangqiao and his associates planning to acquire 29.99% of the company's shares and subsequently make a partial tender offer to increase their stake by an additional 12% to gain control of the company [1][4][6]. Group 1: Control Change Details - Hu Kangqiao and his associates intend to acquire 29.99% of Changling Hydraulic's shares, with a total transaction value of 1.486 billion yuan, at a price of 34.39 yuan per share [4][6]. - The current major shareholders, Xia Jifa and Xia Zemin, will see their combined holdings decrease from 70.93% to 40.94% after the transfer [4]. - A partial tender offer for 12% of the shares will be made at a price of 36.24 yuan per share, requiring a payment of 627 million yuan [6][5]. Group 2: Performance Analysis - Changling Hydraulic's performance has declined post-IPO, with revenue dropping from 9.07 billion yuan in 2021 to an estimated 8.83 billion yuan in 2024, and net profit decreasing from 2.02 billion yuan to 1.01 billion yuan over the same period [9]. - In Q1 2024, the company reported a revenue of 2.19 billion yuan, a year-on-year decrease of 2.64%, and a net profit of 308.25 million yuan, down 7.63% year-on-year [9]. - The company has experienced a significant performance drop since its IPO in March 2021, with net profits declining annually [9][11].

Core Viewpoint - The strong rebound of Changling Hydraulic's stock price on its first trading day after resuming trading is primarily driven by the clarity surrounding its second ownership change this year, with the acquirer being Qingdao-based "Hexin Interconnect" [2] Group 1: Acquisition Details - The acquisition involves a total investment of 21.1 billion yuan, with the controlling stake being transferred to Hu Kangqiao, who has a background from Tsinghua University [2][4] - The acquisition strategy includes a combination of agreement transfer and a partial voluntary tender offer, allowing for a significant equity acquisition while avoiding a full tender offer [3] - The acquirers, Hexin Tingtao and Chengyin Shuangying, will collectively hold 41.99% of Changling Hydraulic's shares after the transaction, while the original controlling shareholders will see their stake reduced to 28.94% [4] Group 2: Funding Sources - The funding for the acquisition primarily comes from self-raised funds and loans, with 6 billion yuan sourced from equity transfer proceeds and 9.5 billion yuan from self-raised funds, including 7.5 billion yuan in acquisition loans [5] - The equity transfer involved a transaction that is currently under process, indicating a strategic move to facilitate the acquisition [5][6] Group 3: Role of State-Owned Enterprises - Jiangyin State-owned Assets Supervision and Administration Office plays a significant role in the acquisition, contributing a total of 8.47 billion yuan to the transaction [6] - The involvement of state-owned enterprises highlights the strategic alignment with local industrial development goals, particularly in the semiconductor sector [10] Group 4: Company Background - Hexin Interconnect, established in 2018, focuses on the design of mixed-signal chain chips and has a product range that includes converters and high-speed SerDes [7][8] - The company aims to leverage its expertise in high-performance analog chips for industrial applications, differentiating itself from consumer-focused domestic chip manufacturers [8]