证券研究报告 并购重组跟踪（二十六） 证券分析师：陈刚 执业证书编号：S0600523040001 邮箱：cheng@dwzq.com.cn 研究助理：孔思迈 执业证书编号：S0600124070019 邮箱：kongsm@dwzq.com.cn 2025年7月7日 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 目录 1、本期并购动态回顾 2、风险提示 2 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 1. 本期并购动态回顾 注：本期为6.23-7.6，（如无特殊说明）后文同 3 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 一：政策更新 ✓ 7月4日，国务院国资委印发《关于新时代中央企业高质量推进品牌建设的意见》，提出注重并购重组企 业优质品牌资产的继承维护，形成整体优势 ...

Group 1 - TaiLong Pharmaceutical plans to apply for the registration and issuance of super short-term financing bonds not exceeding 800 million yuan, with a maturity of no more than 270 days, for purposes including replacing bank loans and supplementing working capital [1] - GuoXin Technology won a bid for a 46 million yuan automotive airbag ignition driver chip project, indicating its growing presence in the automotive semiconductor market [1] - GuoMai Technology expects a net profit increase of 60.52% to 100.33% for the first half of 2025, with a projected net profit of 125 million to 156 million yuan [2] Group 2 - ChangAluminum's subsidiary signed a 165 million yuan contract for the customized construction of a clinical and industrial base for a vaccine project, highlighting its involvement in the biopharmaceutical sector [3] - ZhongSalt Chemical acquired exploration rights for natural soda ash in Inner Mongolia for 929,000 yuan, expanding its resource base [4] - Six Kingdom Chemical announced the resignation of its deputy general manager, which may impact its operational strategy [5][6] Group 3 - FuYuan Pharmaceutical received a drug registration certificate for Bisoprolol Amlodipine tablets, indicating its expansion in the hypertension treatment market [7][8] - GuanShi Technology's subsidiary received a government subsidy of 7 million yuan, which is 45.29% of its net profit for the previous year, enhancing its financial position [9] - XiZhong Technology plans to repurchase shares worth between 75 million and 150 million yuan, aimed at employee stock ownership plans or equity incentives [10] Group 4 - BeiLu Pharmaceutical's subsidiary received approval for the raw material drug Iopromide, which is used as a contrast agent for various imaging examinations [12] - HongHui New Materials obtained a patent for a water-based protective paint for hardware parts, enhancing its product portfolio [13] - BoJi Pharmaceutical's subsidiary received two patents related to high bioavailability formulations, indicating innovation in biopharmaceutical technology [14] Group 5 - ChengJian Development received a cash dividend of 23.625 million yuan from its investment in Huaneng Capital, contributing to its investment income [15] - JiuZhou Pharmaceutical's subsidiary received a drug registration certificate for Sildenafil Citrate orally disintegrating tablets, expanding its product offerings in the erectile dysfunction treatment market [16] - RuiAng Gene's subsidiary received a government subsidy of 176,290 yuan, supporting its operational activities [17] Group 6 - FengFan Technology plans to acquire 100% equity of a subsidiary for 48 million yuan, indicating strategic expansion in the renewable energy sector [18] - AoJing Medical's subsidiary received a medical device production license, allowing it to manufacture absorbable surgical dressings [19] - TaiLin Bio's subsidiary won land use rights for an industrial site, facilitating its high-performance filter project [20] Group 7 - KaiPu Bio received a patent for a method and device for analyzing genomic copy number variations, enhancing its capabilities in molecular diagnostics [21] - Shanghai KaiBao received a drug registration certificate for Phlegm-Heat Clearing Capsules, which can be used in the treatment of COVID-19 symptoms [23] - TuoJing Life received two patents for high uniformity streptavidin applications, improving its diagnostic product stability [25] Group 8 - AnKe Bio's AK2024 injection received approval for clinical trials, marking a significant advancement in cancer treatment [26] - HuanYuan Pharmaceutical expects a net profit of 142 million to 160 million yuan for the first half of 2025, reflecting substantial growth [27] - JinHongShun terminated a major asset restructuring plan due to a lack of consensus among parties involved, impacting its strategic direction [28] Group 9 - HeZhan Energy signed a 177 million yuan contract for the sale of steel-concrete tower structures, indicating strong demand in the renewable energy sector [29] - InSai Group's acquisition plan for an 80% stake in ZhiZheTongXing was accepted by the Shenzhen Stock Exchange, indicating growth in its consulting business [30] - JiuDian Pharmaceutical received a drug registration certificate for Zinc Granules, enhancing its product line in gastrointestinal treatments [32] Group 10 - GuoYao Modern plans to publicly transfer a 51% stake in its subsidiary to optimize resource allocation [34] - GuoYao Modern's subsidiary received a drug registration certificate for Perindopril Indapamide tablets, expanding its hypertension treatment portfolio [36] - ZhongGong International signed a 175 million yuan engineering consulting service contract, showcasing its capabilities in project management [38] Group 11 - China Railway won contracts worth approximately 5.343 billion yuan for overseas construction projects, indicating its strong international presence [39] - JunPu Intelligent signed a framework contract for humanoid robot sales worth about 28.25 million yuan, reflecting growth in the robotics sector [41] - Sinopec's chairman resigned due to age, which may lead to changes in corporate governance [42] Group 12 - JiuFeng Energy's controlling shareholder plans to reduce their stake by up to 0.71%, indicating potential changes in ownership structure [44] - Zhejiang Oriental's subsidiary plans to establish a 1.74 billion yuan equity investment fund, focusing on strategic emerging industries [46] - ChenGuang New Materials received a government subsidy of 26 million yuan, significantly impacting its financial performance [48]

Core Viewpoint - Jin Hongshun (603922.SH) announced the termination of its major asset restructuring plan due to the inability to reach a consensus among the parties involved after extensive negotiations and due diligence [3]. Group 1: Announcement and Restructuring Plan - On October 23, 2024, Jin Hongshun disclosed its plan to acquire 95.79% of New Thinking Motor Co., Ltd. through a combination of issuing shares and cash payments, along with raising supporting funds [1]. - The company’s stock was suspended from trading on October 23, 2024, and resumed trading on November 6, 2024, after the board approved the restructuring plan [2]. - The restructuring was deemed significant under the regulations but did not constitute a related party transaction, nor did it change the actual control of Jin Hongshun [1][2]. Group 2: Financial Performance of Target Company - The target company, New Thinking, reported revenues of 465.12 million yuan, 878.92 million yuan, and 975.15 million yuan for the years 2022, 2023, and January-August 2024, respectively [4]. - The net profits for the same periods were -228.64 million yuan, 7.27 million yuan, and 93.18 million yuan, indicating a turnaround in profitability [4]. Group 3: Market Reaction - Following the resumption of trading on November 6, 2024, Jin Hongshun's stock hit the daily limit up for two consecutive trading days [5].

【头条要闻】 关税，突变！特朗普发出威胁：除非与美国达成协议 否则贸易惩罚措施如期生效 6月30日消息，美国总统特朗普表示，美日贸易"不公平"，并称可能会向日本发函，指出"日本不得不支 付25%的汽车关税"。与此同时，美日贸易谈判似乎已陷入停滞，负责谈判的日本经济再生担当大臣赤 泽亮正本周在华盛顿的第七轮部长级谈判未能取得突破。另外，特朗普还威胁称，无需延长即将到期的 关税期限，将在未来几天内向包括日本在内的多数国家和地区发送信函，美国政府将通知相关国家和地 区：除非与美国达成协议，否则贸易惩罚措施将如期生效。 30日晚间消息，美国白宫国家经济委员会主任凯文·哈塞特被问及特朗普政府分别与日本和欧盟的贸易 磋商时称"我们将看看进展"。他对日本和欧盟维持数字服务税现状发出威胁。哈塞特表示，将围绕贸易 协议进行马拉松一样的磋商。【美国与日本的关税谈判突生变数！特朗普重大警告！】 "资金迁徙"迎来变局时刻：股基发行大幅回暖 ETF申购超3700亿元 资金流向迎来变局时刻。从基金发行市场看，上半年新发权益类基金规模近2400亿元，创2022年以来新 基金半年度发行规模新高，投资者对权益资产的信心明显提升。此外，指数化投 ...

Market News - US stock indices collectively rose, with the Dow Jones up 0.63%, Nasdaq up 0.47%, and S&P 500 up 0.52%, both Nasdaq and S&P 500 hitting record closing highs [1] - The dollar index fell by 0.5% to 96.77, with a 10.79% decline in the first half of the year [1] - Spot gold increased by 0.88% to $3302.16 per ounce, while Brent crude oil slightly decreased by 0.30% to $66.60 per barrel [1] Industry Insights - The Financial Secretary of Hong Kong highlighted the potential of fintech in cross-border trade, aiming to address long-standing issues of slow payment speeds and high costs [2] - The newly released "Digital Asset Development Policy Declaration 2.0" emphasizes stablecoins as cost-effective alternatives in the traditional financial system, with regulations set to take effect on August 1 [2] - Ant Group's Agentar platform became the first financial-grade AI agent to receive the highest rating of 5 from the China Academy of Information and Communications Technology [3] - The AI industry is at a pivotal point, with expectations for AI agents to simplify user interactions through voice commands, potentially leading to a market share exceeding 50% for AI phones by 2027 [4] - Shanghai Ruijin Hospital has open-sourced its RuiPath pathology model, covering seven common cancers, marking a significant step in AI's application in healthcare [5] - The AI healthcare market in China is projected to reach 159.8 billion yuan by 2028, with a compound annual growth rate of 10.5% [5] Company Updates - Lihua Co. announced plans for major shareholder reductions, with a maximum of 2.5 million shares to be sold [6] - Jin Hong Shun is terminating its major asset restructuring plans after failing to reach an agreement on the transaction [7] - Hai Tian Rui Sheng plans to reduce its shareholding by up to 5% through various trading methods [7]

据大河报报道，30日上午，记者联系到了高洪波书记就餐的饭馆老板陈先生。陈先生介绍，其餐馆 是一家经营了6年的夫妻小店，"平常是做周边附近小区的生意"。 据光明网报道，高洪波在视频的评论区晒出了当天的菜单和付款账单。单据显示，他请客消费共 1108元，店主退回了多收的餐费，还"抹零"8元。 据报道，在有关视频中，高洪波介绍，客人里有一名华姓老师，有一名养猪的全国劳模，有一位重 庆市人大代表、一位全国人大代表，有"90后"创业者，等等。客人从养猪专业户到食品加工工人， 再到药品制造从业者，覆盖当地一二三产业。 高洪波介绍，"请大家吃饭，就是要让大家感受一下荣昌的营商环境，人间气、烟火味"。 来源：长安街知事综合光明网重庆频道、大河报、"荣昌老高"视频号、湖北日报、长江云新闻等 6月29日，重庆市荣昌区委书记高洪波带头下馆子一事引发关注。 相关视频显示，高洪波说"要带头消费，带领消费"，表示"两桌我请了，今天我来买单"，并向餐馆 老板预付2000元餐费。 "（进门之后）我认出来了，我们这边都认识高书记。高书记经常跑步，他经常锻炼，我们都会看 得到的。""我们有时候刷视频也会刷到他。" 突发！603922，重大重组终 ...

Company Announcements - Jihua Group's existing product system does not involve brain-computer interface related fields [1] - Prit's plan to invest 1 billion yuan to build a plastic modification materials headquarters and R&D manufacturing base in South China [1][2] - Lian De Equipment won a contract worth 157 million yuan for BOE's 8.6 generation AMOLED production line project [1][2] - Jiadu Technology plans to issue shares (H-shares) overseas and list on the Hong Kong Stock Exchange [1][2] - Longdi Group intends to acquire no more than 20.1667% equity in Jujia Technology [1][4] - New Zhonggang plans to repurchase shares worth 40 million to 80 million yuan [1][4] - Xiaogoods City expects a net profit increase of 12.57% to 17.40% in the first half of the year [1][4] - Sinopec Capital plans to reduce its holdings by no more than 3.5256 million shares in Haizheng Materials through block trading [1][4] - Lihua Co., Ltd. intends to reduce its holdings by no more than 3.00% [1][4] - Zhimin Da plans to raise no more than 213 million yuan through a private placement [1][5] - Xiangtong Co. plans to issue corporate bonds not exceeding 4 billion yuan [1][5] Performance Forecasts - Hanyu Pharmaceutical expects a half-year profit of 142 million to 162 million yuan, turning a profit compared to the previous year [4] - Taotao Automotive anticipates a net profit increase of 70.34% to 97.81% in the first half of the year [4] - Weichai Heavy Machinery expects a net profit increase of 40% to 60% in the first half of the year [4] Shareholding Changes - Lihua Co., Ltd.'s actual controller Cheng Lili and his concerted actors plan to reduce their holdings by no more than 3.00% [4] - He Shi Eye Hospital's Advanced Manufacturing Fund plans to reduce its holdings by no more than 2% [4] - Haitan Ruisheng's shareholder He Lin and his concerted actors plan to reduce their holdings by no more than 2.9463% [4] - Sinopec Capital plans to reduce its holdings by no more than 3.5256 million shares in Haizheng Materials [4] Other Announcements - Zhimin Da plans to raise no more than 213 million yuan through a private placement [5] - Yuyuan Co. plans to issue corporate bonds not exceeding 40 billion yuan [5] - Jinhongshun has terminated the planning of a major asset restructuring [5]

Mergers and Acquisitions - Yanpai Co., Ltd. plans to acquire 100% equity of TTL and TTL Management Company for approximately €2.9 million, focusing on industrial textile solutions for B2B clients [1] - Landi Group intends to purchase up to 20.17% equity of Ningbo Jujia New Materials Technology Co., Ltd. for a total price not exceeding ¥121 million, as the company specializes in high-performance LCP fiber production [3] Asset Restructuring - Jinhongshun announced the termination of its major asset restructuring plan to acquire 95.79% of New Thinking Motor Co., Ltd. through share issuance and cash payment [2] Shareholding Changes - Haitai Ruisheng's controlling shareholder, He Lin, and his concerted party Zhongyi An plan to reduce their holdings by up to 2.95%, totaling no more than 177.74 million shares [4] - Silan Microelectronics' shareholder, Luo Huabing, plans to reduce his holdings by no more than 500,000 shares, representing up to 0.03% of the company's total equity [5] - Haizheng Shengcai's major shareholder, Sinopec Capital, intends to reduce its holdings by up to 1.74%, totaling no more than 3.5256 million shares [6] Operational Updates - Haiyang Wang confirmed that its operational status is normal and there are no undisclosed significant matters, despite a stock price fluctuation exceeding 20% [7] - Neimeng Yijian reported that its main business has not undergone significant changes, and the external market environment remains stable [10]

Core Viewpoint - Jin Hongshun has decided to terminate its major asset restructuring plan, indicating a failure to establish a "second growth curve" through the acquisition of New Thinking Electric Co., Ltd. [2][12] Group 1: Restructuring Plan Details - Jin Hongshun announced on October 23, 2024, its intention to acquire 95.79% of New Thinking's shares through a combination of issuing shares and cash payments, which was expected to constitute a major asset restructuring [7]. - The company engaged intermediaries to conduct due diligence, preliminary audits, and evaluations regarding the restructuring plan, but ultimately failed to reach a consensus on the final transaction scheme [8][9]. - The termination of the transaction will not significantly impact Jin Hongshun's existing operations, financial status, or strategic development [13]. Group 2: New Thinking's Business Performance - New Thinking is a leading player in the micro-drive motor sector, involved in the research, production, and sales of micro-drive motors, with applications in smartphones, handheld imaging, low-altitude economy, security monitoring, and automotive electronics [13]. - New Thinking's unaudited revenue figures for 2022, 2023, and the first eight months of 2024 were 465 million, 879 million, and 975 million respectively, with net profits of -229 million, 7.27 million, and 93.18 million [15]. - As of August 31, 2024, New Thinking's total assets were 1.73 billion, total liabilities were 1.08 billion, and total equity was 649 million [16]. Group 3: Jin Hongshun's Financial Performance - Jin Hongshun's main business involves the development, production, and sales of automotive body and chassis stamping parts and related molds [17]. - In the first quarter of 2025, the company's revenue was 127 million, a year-on-year decrease of 28.88%, while the net profit attributable to shareholders was 3.57 million, an increase of 121.24% [17].

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen stock markets have announced significant updates, including changes in financing, business performance, and strategic decisions, which may impact investor sentiment and market dynamics [1]. Financing and Restructuring - Guanhao Biological has withdrawn its application for refinancing, leading to the termination of the review process by the Shenzhen Stock Exchange [3]. - Jinhongshun has terminated its major asset restructuring plan due to a lack of consensus among parties involved [6]. - Yuyuan Co. plans to issue bonds not exceeding 40 billion yuan to adjust its debt structure and replenish working capital [23]. Business Performance and Uncertainties - Aored has highlighted significant uncertainties in its computing power leasing services due to heavy asset investment and potential market fluctuations [4]. - Guoyao Modern intends to publicly transfer 51% of its subsidiary Guoyao Hason's shares, as the subsidiary has been underperforming with continuous losses since 2021 [5]. - Chengbang Co. reported that its subsidiary, Xinchun Electronics, has a small business scale and faces intense competition in the semiconductor storage industry, with projected revenues of 111 million yuan and a net profit of 933,800 yuan for 2024 [9]. Stock Market Activity - Alloy Investment announced a change in its controlling shareholder to Jiuzhou Hengchang, with stock trading resuming on July 1 [7]. - Changcheng Military Industry reported significant stock price volatility, with a cumulative increase of over 100% in the last 10 trading days, indicating potential irrational market behavior [8]. Earnings Forecasts - Hanyu Pharmaceutical expects a net profit of 142 million to 160 million yuan for the first half of 2025, recovering from a loss in the previous year, driven by international business growth [12]. - Taotao Vehicle anticipates a net profit increase of 70.34% to 97.81% for the same period, reflecting strong sales performance [13]. - Weichai Heavy Machinery projects a net profit increase of 40% to 60%, benefiting from industry policy support and demand growth [15]. Major Contracts and Projects - China Railway has won contracts for overseas construction projects totaling approximately 5.343 billion yuan [17]. - Zhonggong International has signed a 175 million yuan engineering consulting service contract [18]. - Hezhan Energy has entered into a 177 million yuan contract for the sale of steel-concrete towers [19].