中国经济网北京11月11日讯凌志软件(688588.SH)今日复牌，开盘股价涨12.55%报20.00元。 凌志软件昨晚披露的发行股份及支付现金购买资产并募集配套资金暨关联交易预案显示，上市公司拟以 发行股份及支付现金的方式向夏姆瑞德、饶谿等20名交易对方购买其合计持有的凯美瑞德(苏州)信息科 技股份有限公司(以下简称"凯美瑞德")100%股权。本次交易完成后，凯美瑞德将成为上市公司全资子公 司。 截至预案签署日，本次交易相关的审计、评估及尽职调查工作尚未完成，标的资产交易价格尚未最终确 定。标的资产的最终交易价格将以符合《证券法》规定的评估机构出具的评估报告的评估结果为基础， 经交易双方充分协商确定，并将在重组报告书中予以披露。 经交易双方友好协商，本次发行股份及支付现金购买资产拟发行股份的发行价格为15.31元/股。 上市公司本次交易现金对价的资金来源包括：募集配套资金、自有资金或银行贷款等自筹方式解决。在 募集配套资金到位之前，上市公司可根据实际情况以自有和/或自筹资金先行支付，待募集资金到位后 再予以置换。 本次交易预计构成重大资产重组。本次交易不构成重组上市。 本次交易前36个月内，上市公司实际控制 ...

11月11日共有2家公司披露重大资产重组预案。 凌志软件拟通过发行股份及支付现金的方式向夏姆瑞德、饶谿等20名交易对方购买其合计持有的凯美瑞 德100%股权，并募集配套资金。标的公司是国内领先的资金资本市场金融IT供应商，本次交易有助于 提升上市公司对国内金融机构在核心系统国产化与数据安全需求方面的响应能力，增强上市公司在金融 信创领域的综合服务能力与市场竞争力。 胜利股份（000407）拟通过发行股份及支付现金的方式，购买由公司控股股东及其关联方控制的燃气类 相关资产并募集配套资金，交易标的包括由中油投资持有的中油珠海100%的股权、天达利通持有的天 达胜通100%的股权以及由中油中泰持有的南通中油51%的股权、甘河中油40%的股权。本次交易预计将 构成上市公司重大资产重组。 ...

Group 1: Nantong Technology IPO - Nantong Technology has launched its IPO today (November 11), with an issue price of 8.66 yuan and a price-to-earnings ratio of 13.60 times [1] - The company is engaged in the research, production, and sales of precision mechanical components, with a complete production process from mold design to precision machining [1] - Nantong Technology has established stable partnerships with four out of the top five air conditioning compressor manufacturers, including Midea Group and Gree Electric, supplying approximately 13% and 30% of their compressor components, respectively [1] Group 2: Major Asset Restructuring Announcements - Two companies have disclosed major asset restructuring plans and resumed trading, with Victory Co. opening at a limit-up and Lingzhi Software rising over 12% [2][4] - Victory Co. plans to acquire gas-related assets controlled by its major shareholder through a combination of issuing shares and cash payments, which is expected to constitute a significant asset restructuring [2] - Lingzhi Software intends to purchase 100% of the shares of Kaimiride from 20 counterparties, enhancing its capabilities in responding to domestic financial institutions' needs for core system localization and data security [4] Group 3: Margin Financing Trends - As of November 10, the total market margin balance reached 2.48 trillion yuan, an increase of 76.28 billion yuan from the previous trading day [6] - The power equipment sector saw the largest increase in margin financing, up by 31.67 billion yuan, followed by basic chemicals and non-ferrous metals [6] - A total of 568 stocks recorded net margin purchases exceeding 10 million yuan, with 46 stocks having net purchases over 100 million yuan, led by Tianfu Communication with a net purchase of 440 million yuan [6][7]

Group 1: Technology Developments - Meituan has launched its first AI IDE product, CatPaw, which is currently in public beta and features intelligent programming capabilities such as code completion and project debugging [2] - ZhiYuan Robotics has undergone a corporate restructuring, changing its name and type to a joint-stock company, indicating growth in the humanoid robotics sector [3] - Baidu's Xiaodu AI glasses Pro have officially launched at a price of 2,299 yuan, marking a significant entry into the AI eyewear market [23] Group 2: Corporate Transactions and Financial Updates - Wenta Technology announced the completion of asset transfers related to its sale to Luxshare Precision, with outstanding payments totaling 2.31 billion yuan yet to be settled [4] - Demingli is in the early stages of planning a refinancing initiative, with no specific details on the amount or method yet available [6] - Zhongbei Communication signed a 1 billion yuan comprehensive service framework agreement with Hongxin Electronics for high-performance computing resource services [10] Group 3: Industry Regulations and Compliance - The Ministry of Industry and Information Technology reported that 39 apps, including Changba, were found to be in violation of personal information protection regulations [7] - Douyin e-commerce clarified that rumors regarding penalties for selling Moutai below market price are unfounded, as the platform is focusing on combating false advertising [5] Group 4: Investment and Financing Activities - Tangjing Quantum has secured funding to accelerate technology development and expand production in the compound semiconductor materials sector [22] - China Mobile participated in the D-round financing of New Stone Unmanned Vehicles, aiming to enhance collaboration in 5G vehicle networking and autonomous driving [21] - Lingzhi Software is planning to acquire 100% of the shares of Kaimiride through a combination of cash and stock issuance, indicating a significant move in the financial IT services market [19]

Core Viewpoint - Lingzhi Software's stock resumed trading with a 12% increase following the announcement of its plan to acquire 100% equity in Kaimiride [1] Group 1 - Lingzhi Software's stock price rose by 12% upon resuming trading [1] - The company intends to purchase 100% equity of Kaimiride [1]

Summary of the Conference Call on Lingzhi Software's Acquisition of Kaimiride Company and Industry Overview - **Company**: Lingzhi Software - **Target Company**: Kaimiride - **Industry**: Financial Technology (FinTech) Key Points and Arguments 1. **Acquisition Purpose**: Lingzhi Software plans to acquire Kaimiride to deepen its domestic FinTech layout and achieve dual-driven growth in domestic and international markets, aligning with national strategies for financial autonomy and RMB internationalization [2][3] 2. **Kaimiride's Market Position**: Kaimiride specializes in core trading management systems for capital markets, serving nearly 100 financial institutions with an asset management scale exceeding 70 trillion and processing daily fund flows over 1.4 trillion [2][4][5] 3. **Viva System**: Kaimiride's proprietary Viva system is a comprehensive trading, risk control, and settlement management system, recognized as the first domestically developed integrated solution in this field [2][7] 4. **Full Lifecycle Service**: Kaimiride offers full lifecycle services covering all aspects of financial transactions, particularly excelling in complex cross-border payments, ensuring high security and reliability for major financial institutions [2][9] 5. **Market Expansion Potential**: The acquisition is expected to significantly increase Lingzhi Software's domestic revenue share, reducing reliance on the Japanese market and enhancing collaborative development in products, clients, and technology [4][26] 6. **Strategic Importance**: The acquisition is seen as a crucial step in enhancing Lingzhi Software's core competitiveness in the FinTech sector, especially in the context of increasing demand for domestic solutions and the need for digital transformation among financial institutions [3][12] 7. **Competitive Landscape**: The domestic FinTech market is highly competitive, with Kaimiride maintaining a 100% market share in new product selections over the past four years, despite competition from other firms [17][29] 8. **Future Development Plans**: Kaimiride aims to focus on three key areas: achieving financial autonomy, advancing digital transformation, and supporting RMB internationalization, leveraging the growing demand for domestic solutions [19][24][35] Additional Important Insights 1. **Challenges in Market Positioning**: Kaimiride faces challenges in meeting the increasing qualification requirements of banks, which are becoming more stringent as the demand for domestic solutions rises [19][22] 2. **Collaboration Synergies**: The partnership between Lingzhi Software and Kaimiride is expected to create synergies in market reach, customer base, product offerings, and technological innovation [18][30] 3. **Technological Barriers**: Kaimiride's Viva product has significant technological barriers to entry, requiring deep understanding of global financial products and extensive practical experience, which positions it favorably against competitors [27][28] 4. **Employee Structure**: Kaimiride employs over 500 staff, with a significant portion being expert consultants, which enhances its project delivery capabilities [31] 5. **International Strategy**: Kaimiride is not limited to the Japanese market but is also exploring opportunities in Hong Kong, Southeast Asia, and along the Belt and Road Initiative, aligning with the RMB internationalization strategy [35] This summary encapsulates the essential aspects of the conference call regarding Lingzhi Software's strategic acquisition of Kaimiride, highlighting the implications for both companies and the broader FinTech industry.

Market Overview - The A-share market is expected to experience a balanced market style, with the Shanghai Composite Index likely consolidating around the 4000-point level [1][9]. - The long-term positive trend of the A-share market remains unchanged, with attention on themes such as anti-involution and dividends during sector rotations [9]. Economic Policies - The State Council has issued measures to promote private investment, including 13 targeted policy initiatives aimed at encouraging private capital participation in key sectors like railways and nuclear power [5]. - The National Development and Reform Commission and the National Energy Administration have released guidelines to enhance the consumption and regulation of renewable energy, aiming for a multi-layered system by 2030 [6]. Corporate Developments - Ganfeng Lithium has made significant progress in developing the PPGS lithium salt lake project in collaboration with LAR [9]. - A major asset sale by Wingtech Technology has been completed, although some payments remain outstanding [9]. - Shandong Gold's subsidiary is required to pay back taxes amounting to 738 million yuan, which is expected to impact the company's net profit for 2025 by 230 million yuan [8]. Stock Market Movements - The U.S. stock market saw significant gains, with the Dow Jones Industrial Average rising by 0.81%, the Nasdaq by 2.27%, and the S&P 500 by 1.54% [4]. - Notable technology stocks performed well, with Nvidia increasing by 5.8% and Google by 3.9% [4]. Commodity Prices - International oil prices have risen, with WTI crude oil increasing by 0.64% to $60.13 per barrel and Brent crude by 0.68% to $64.06 per barrel [4]. - Gold prices surged, with COMEX gold futures for November delivery rising by 2.81% to $4111.80 per ounce [4].

产品与技术协同层面，凌志软件在证券交易、财富管理等系统建设经验丰富，且积极践行"AI+战略"； 凯美瑞德在资金交易、风险管理等领域具备全链路解决方案，构建了以数据治理架构、Lambda(一种用 于处理大规模数据流和批处理数据的架构模式)流批一体架构等为技术底层的VIVA(以数据驱动为核心 的金融科技解决方案)产品架构。双方结合后，将完善金融IT全领域解决方案，形成完整产品矩阵，同 时通过共享研发资源、协同技术开发，提升金融科技领域的研发效率与技术实力。 福州公孙策公关咨询有限公司合伙人詹军豪对《证券日报》记者表示："凯美瑞德作为银行业资金交易 系统市场份额领先的企业，其核心产品VIVA平台在自主可控技术、跨境业务适配等方面的优势，可帮 助凌志软件快速填补在银行核心交易系统领域的短板，与现有证券行业解决方案形成互补。" 众和昆仑(北京)资产管理有限公司董事长柏文喜对《证券日报》记者表示："凌志软件此次并购精准契 合行业趋势，通过外延式扩张优化业务结构、提升核心竞争力，有望抢占更大市场份额。" 有业内人士对《证券日报》记者表示："此次交易不仅是凌志软件深化'国际+国内'双轮驱动战略的关键 布局，更是其抢抓金融信创 ...

Key Points - *ST Yuancheng received a notice regarding the proposed termination of its stock listing [1] - Zhongji Xuchuang plans to issue H-shares and list on the Hong Kong Stock Exchange [2] - Baiwei Storage's H-share filing materials have been accepted by the China Securities Regulatory Commission [3] - Mindray Medical has submitted an H-share listing application to the Hong Kong Stock Exchange [4] - Tianji Co. is promoting the industrialization of lithium sulfide material preparation patents [5] - *ST Yuanshang confirmed that there is no undisclosed significant information [6] - Shannon Chip Innovation noted reports of rising storage chip prices but stated that its fundamentals have not changed significantly [7] - Sichuan Jinding clarified that its associate company does not engage in space computing-related businesses [8] - Demingli is planning refinancing, with no significant changes in the operating environment [9] - Chengxing Co. warned of potential irrational speculation risks regarding its stock price [10] - Shandong Gold's wholly-owned subsidiary needs to pay back taxes and late fees amounting to 738 million yuan, expected to impact net profit by 230 million yuan [11] Mergers and Acquisitions - Lingzhi Software intends to acquire 100% of Kaimiride's equity, with stock resuming trading on November 11 [12] - Victory Co. plans to acquire gas-related assets from its controlling shareholder, with stock resuming trading on November 11 [13] Shareholding Changes & Buybacks - *ST Kaixin's actual controller plans to transfer 5% of the company's shares [14] - Litong Electronics' actual controller and executives plan to reduce their holdings by up to 3.03% [15] - Mingchen Health's actual controller and executives plan to reduce their holdings by up to 3.27% [16] - Sanmei Co.'s actual controller plans to reduce holdings by up to 3% [17] - Huayang Intelligent's Fosun Weiying plans to reduce holdings by up to 5% [18] - Huading Co.'s Hangzhou Yuejun plans to reduce holdings by up to 3% [19] Contract Awards - Zhongbei Communication signed a comprehensive service framework agreement worth 1 billion yuan [20] - State Grid Information Technology's subsidiaries collectively won a 1.318 billion yuan procurement project from the State Grid [21] - Digital Government's wholly-owned subsidiary jointly won a 109 million yuan smart water project [22] Other Developments - Shangtai Technology plans to invest 4.07 billion yuan to build a project with an annual production capacity of 200,000 tons of lithium-ion battery anode materials [24] - Chaoying Electronics plans to invest approximately 1.468 billion yuan in Thailand to expand AI computing high-end printed circuit board production [24] - Bojun Technology's wholly-owned subsidiary plans to invest 1 billion yuan to establish an automotive parts production base [24]

智通财经11月10日讯（记者 武超）在停牌整整10个交易日后，凌志软件（688588.SH）披露重大资产重 组预案，揭开了不少市场悬念。公司拟通过发行股份及支付现金方式，收购凯美瑞德（苏州）信息科技 股份有限公司（简称"凯美瑞德"）100%股权，并同步募集配套资金。该交易预计构成重大资产重组， 公司股票将于11月11日起复牌。 根据预案，凌志软件将以每股15.31元的价格向凯美瑞德的20名股东发行股份并支付部分现金，最终交 易对价尚未确定，将待审计评估完成后协商确定。经初步测算，交易完成后，部分交易对方的持股比例 预计超过5%，本次交易预计构成关联交易。凯美瑞德实际控制人为饶谿、董昆林夫妇，二人通过直接 和间接方式合计控制标的公司61.94%股权，将成为本次交易后上市公司的重要股东。 面对每天上千份上市公司公告该看哪些？重大事项公告动辄几十页几百页重点是啥？公告里 一堆专业术语不知道算利好还是利空？请看智通财经公司新闻部《速读公告》栏目，我们派 驻全国的记者们将于公告当晚为您带来准确、快速、专业的解读。 值得注意的是，凌志软件自10月28日起停牌，截至停牌前最后一个交易日（10月27日）收盘价为17.77 元 ...