登录新浪财经APP 搜索【信披】查看更多考评等级 收购人财务顾问 上市公司名称：安徽荃银高科种业股份有限公司 股票上市地点：深圳证券交易所创业板 ■ 股票简称：荃银高科 签署日期：二〇二五年十一月 股票代码：300087 收购人名称：中国种子集团有限公司 收购人住所：海南省三亚市崖州区还金路金茂南繁科创中心A座8楼001号 通讯地址：海南省三亚市崖州区还金路金茂南繁科创中心A座8楼001号 重要声明 本要约收购报告书摘要的目的仅为向社会公众投资者提供本次要约收购的简要情况，投资者在做出是否 预受要约的决定之前，应当仔细阅读要约收购报告书全文，并以此作为投资决定的依据。要约收购报告 书全文将刊登于深圳证券交易所网站（http://www.szse.cn）。 本次收购要约尚未生效，具有相当的不确定性。要约收购报告书全文将在收购人正式发出要约收购之日 起刊登于深圳证券交易所网站（http://www.szse.com.cn）。 特别提示 本部分所述的词语或简称与本报告书摘要"释义"部分所定义的词语或简称具有相同的涵义。 1、本次要约收购的收购人为中种集团。本次要约收购为收购人向除收购人以外的荃银高科全体股东发 出的 ...

Core Viewpoint - The announcement of a partial tender offer by Zhongzhong Group for 189 million shares of Quanyin High-Tech, representing 20% of its total issued shares, is a strategic move to address potential competition issues and strengthen its position in the agricultural seed industry [1][2]. Group 1: Tender Offer Details - Zhongzhong Group plans to acquire 189 million shares of Quanyin High-Tech at a price of 11.85 CNY per share, totaling an estimated funding requirement of no more than 2.245 billion CNY [1]. - The tender offer price represents a premium of approximately 16.63% over Quanyin High-Tech's closing price of 10.16 CNY per share as of November 20 [1]. - Upon completion of the tender offer, Zhongzhong Group could hold up to 384 million shares, accounting for approximately 40.51% of Quanyin High-Tech's total share capital [1]. Group 2: Background on Zhongzhong Group - Zhongzhong Group, established in 1978, is a wholly-owned subsidiary of China National Chemical Corporation and is recognized as a leading enterprise in agricultural industrialization [1]. - The company specializes in the research, production, processing, and marketing of crop seeds, covering major crops such as rice, corn, wheat, and vegetables [1]. Group 3: Competition and Commitment - The tender offer is closely related to Zhongzhong Group's commitment to resolve competition issues with Quanyin High-Tech, which arose after Zhongzhong became the controlling shareholder in 2021 [2]. - Zhongzhong Group had previously disclosed potential overlaps in business operations, particularly in the rice and wheat seed sectors, and committed to resolving these issues within five years [2]. Group 4: Financial Performance - Quanyin High-Tech reported a revenue of 1.934 billion CNY for the first three quarters of the year, a year-on-year decline of 5.90%, with a net loss of 180 million CNY, an increase in losses by 113.45% [3]. - The company aims to achieve a revenue target of 5 billion CNY and a net profit of 300 million CNY by 2025, requiring a significant increase in Q4 performance to meet these goals [3]. - Historically, Quanyin High-Tech has never achieved its highest quarterly revenue or profit targets in Q4, with previous highs of 2.654 billion CNY in revenue and 263 million CNY in net profit [3].

Key Points - China Uranium Industry (001280) will open for subscription on November 21, becoming the first uranium stock in A-shares, focusing on natural uranium resource mining, sales, and trade [2] - The Ministry of Commerce is strictly implementing the consensus reached during the China-US Kuala Lumpur economic and trade consultations [4] - The Minister of Commerce discussed the ASML semiconductor issue with the UK Trade Minister, emphasizing that the responsibility lies with the Netherlands [5] - The Ministry of Foreign Affairs stated that Japanese seafood has no market in China due to recent political tensions [6] - The China Securities Regulatory Commission is enhancing capital market functions to support high-quality development [7] - Guangdong Province is focusing on developing cutting-edge technology and addressing key technological challenges [8] - Guangdong is promoting innovation in artificial intelligence and robotics, launching initiatives to expand new industrial scenarios [9] - The Chinese Academy of Sciences signed a cooperation agreement with the Shanghai government to enhance the city's innovation capabilities [10] - The Ministry of Commerce is guiding localities to improve second-hand car export policies, shifting focus from scale to value [11] - The Guangzhou Futures Exchange adjusted trading fees and limits for lithium carbonate futures contracts [12] - The 18th China-EU Investment Trade and Technology Cooperation Fair opened, with EU representatives optimistic about the Chinese market [13] Company News - Gree Electric has developed core components for humanoid robots [15] - Pingtan Development's stock will resume trading on November 21 after completing a suspension review [15] - Vanke A approved a shareholder loan from Shenzhen Metro Group [15] - Qianjin High-Tech is set to acquire 20% of the company's shares from Zhongzhong Group [15] - Fulede's executives plan to reduce their holdings by up to 85,000 shares [15] - Xidian New Energy identifies Tesla as its largest end customer [15] - Lian Micro's VCSEL chips are now used in smart driving applications with large-scale shipments [15] - New Yichang's semiconductor business has secured orders worth several million yuan [15] - Haohua Technology is expanding into electrolyte and lithium hexafluorophosphate products [15] - Huaya Intelligent's shareholders plan to reduce their holdings by up to 2.98% [15] - Wajinke's controlling shareholder intends to reduce holdings by up to 3% [15] - Oriental Yuhong's subsidiary plans to acquire 60% of Brazil's Novakem to enhance overseas operations [15] - Hefei China has seen its stock price deviate significantly from fundamentals, posing risks for investors [15] - Tuojing Technology's national integrated circuit fund plans to reduce holdings by up to 3% [15] - Aidi Precision plans to repurchase shares worth 100 million to 200 million yuan [15] - Jiumuwang's stock trading shows signs of market overheating and irrational speculation [15] - Hangcai Co. plans to repurchase shares worth 50 million to 100 million yuan [15] - Qinglong Pipe Industry won a procurement project worth 294 million yuan [16] - Feiwo Technology's actual controller plans to increase holdings by 40 million to 70 million yuan [16] - China Nuclear Construction signed new contracts worth 123.84 billion yuan as of October [16]

Group 1 - Strait Innovation and Pingtan Development have completed their suspension verification work and will resume trading today [1] - Chuan Yin High-Tech's Zhongzhong Group plans to make a tender offer to acquire 20% of the company's shares at a price of 11.85 yuan per share [1] - The new stock China Uranium Industry (001280) is available for subscription today at an issue price of 17.89 yuan per share [1] Group 2 - The 23rd Guangzhou International Auto Show will be held from November 21 to 30 [1] - Huawei is set to release new technologies in the AI field today, which are expected to address the challenges of computing resource utilization efficiency [1] - The Hang Seng Index Company announced the results of the third quarter review of the Hang Seng Index series today [1]

Macro Highlights - The China Securities Regulatory Commission (CSRC) aims to enhance institutional construction and optimize the structure of listed companies, focusing on risk prevention and investor protection [1] - The CSRC emphasizes the importance of listed companies in the capital market and has implemented strict regulations to purify the market ecosystem [1] - The Central Securities Depository and Clearing Company successfully held an online meeting with nearly 30 foreign central bank representatives to discuss investment opportunities in the Chinese bond market [2] Industry Developments - Guangdong Province plans to develop its digital economy, targeting a core industry scale exceeding 440 billion yuan by 2027, with a focus on artificial intelligence and digital transformation [3] - The Chinese Academy of Sciences and the Shanghai Municipal Government signed a cooperation agreement to enhance Shanghai's role as a global technology innovation center [4] - The Hainan Provincial Government and the National Development Investment Corporation signed a strategic cooperation agreement to deepen collaboration in various sectors, including clean energy and digital economy [5] Company News - Moore Threads announced an issuance price of 114.28 yuan per share, with no cumulative bidding inquiry for offline issuance [7] - Pingtan Development and Haixia Innovation have completed stock suspension checks and resumed trading [8][9] - Kela Software has developed a quantum-resistant communication component [10] - ST Lianchuang is in the small-scale testing phase for solid-state battery electrolytes [11] - Heertai is in the business cooperation discussion phase with Moore Threads [12] - Xidian New Energy identifies Tesla as its largest end customer [13] - Lian Micro's silicon wafer shipments continue to reach new highs [14] - Yingtang Intelligent Control's subsidiary is set to undertake MEMS chip customization and module production for the Euromove LBS project [15] - Tianhua New Energy provides products and services for static and micro-pollution control in battery production [16] - Qianyuan High-Tech is facing a proposed acquisition of 20% of its shares by Zhongzhong Group [17] - ST Lian Stone has received a total of 1.238 billion yuan in restructuring investment [18]

Group 1 - The current A-share market is in a phase of consolidation and preparation for future investments, with expectations of a potential upward trend in the near future [1][8] - The Hang Seng Index Company announced the results of the third quarter review of the Hang Seng Index series [2] - The U.S. stock market saw a collective decline, with the Dow Jones down 0.84%, Nasdaq down 2.15%, and S&P 500 down 1.56%, primarily driven by a drop in technology stocks [3] Group 2 - China's foreign trade has maintained stable growth despite external pressures, with a focus on supporting new business models like cross-border e-commerce and enhancing logistics systems [4] - The Chinese government is emphasizing the need for high-quality development in manufacturing and is increasing financial support for key technologies [4] - The China Chemical and Physical Power Industry Association plans to release guidelines to address the challenges faced by the lithium iron phosphate industry, including price competition and industry standards [6] Group 3 - In September 2025, the domestic smartphone market shipped 27.93 million units, a year-on-year increase of 10.1%, with 5G smartphones accounting for 86.3% of total shipments [7] - The total smartphone shipments for the first nine months of 2025 reached 220 million units, a slight decline of 0.3% year-on-year, with 5G smartphones showing minimal growth [7]

Group 1 - The Chinese government emphasizes the importance of maintaining a stable economic environment and urges Japan to respect China's sovereignty regarding Taiwan, warning of potential consequences if Japan continues its current stance [2][3] - The Tanzanian and Zambian governments, along with China, have agreed to launch the market-oriented activation of the TAZARA railway by November 20, 2025, aiming to enhance regional development and cooperation under the Belt and Road Initiative [3] - The latest LPR rates in China remain stable at 3.0% for 1-year and 3.5% for 5-year loans, with expectations of potential future decreases to support economic stability and investment [4] Group 2 - The Chinese Listed Companies Association reported that the total refinancing amount for A-share listed companies exceeded 800 billion yuan in the first three quarters of 2025, a year-on-year increase of 258% [8] - The IPO price for domestic GPU company Moore Threads is set at 114.28 yuan per share, with a total market capitalization of approximately 53.715 billion yuan upon listing [8] - Net income for NetEase in Q3 reached 28.4 billion yuan, a year-on-year increase of 8.2%, with adjusted net profit rising by 26.7% [8] Group 3 - The Chinese government is accelerating the establishment of a national digital economy innovation development pilot zone, targeting a core industry value-added share of over 16% of GDP by 2027 [9] - The Chinese Semiconductor Industry Association forecasts a 29.4% year-on-year growth in the chip design industry, reaching sales of approximately 835.73 billion yuan by 2025 [9] - The domestic smartphone market saw a 10.1% year-on-year increase in shipments in September, totaling 27.93 million units [9] Group 4 - The U.S. non-farm payrolls increased by 119,000 in September, exceeding expectations, while the unemployment rate rose to 4.4%, the highest since October 2021 [12] - Abbott announced an agreement to acquire Exact Sciences for approximately 21 billion USD, with shareholders receiving 105 USD per share [13] - Verizon plans to lay off over 13,000 employees as part of a cost-cutting and business restructuring initiative [13]

Industry Events - The 2025 China 5G + Industrial Internet Conference will be held from November 21 to 23 in Wuhan, focusing on the integration of 5G, AI, big data, and industrial internet technologies [2] - The China Rare Earth Society's 2025 Academic Annual Meeting will take place on November 21 in Xiamen, discussing advancements in rare earth research and applications [2] - Huawei will release breakthrough AI technology on November 21, aiming to increase the utilization rate of computing resources from the industry average of 30%-40% to 70% [2] - Foxconn will showcase new products in collaboration with Nvidia during the Hon Hai Technology Day on November 21 [2] Company News - Walmart announced its transition from the New York Stock Exchange to Nasdaq, with trading expected to begin on December 9 [12] - Tuojing Technology's major shareholder plans to reduce its stake by up to 843.49 million shares, representing 3% of the total share capital, from December 12, 2025, to March 11, 2026 [12] - Qianyuan High-Tech received a takeover offer from China Seed Group for 20% of its total shares at a price of 11.85 yuan per share, totaling an estimated 2.245 billion yuan [12] - Fosun Pharma's subsidiary has received breakthrough therapy designation for its independently developed drug for gastric cancer, marking a significant milestone in treatment options [12] - *ST Weihai signed a construction contract worth 313 million yuan, which is expected to positively impact the company's future performance [12][13] Market Trends - Multiple new energy-themed ETFs have attracted significant capital inflows, with the Huatai-PineBridge CSI Battery Theme ETF seeing a net subscription of 1.696 billion yuan since the fourth quarter began [16] - Institutional investors are focusing on rebalancing their portfolios as the year-end approaches, with an emphasis on sectors like cyclical stocks and consumer goods [8][7] Supply and Demand Insights - Tungsten prices continue to rise due to favorable supply and demand dynamics, with prices for various tungsten products increasing by approximately 6% compared to the first half of November [10] - The overall price of tungsten products has surged over 120% this year, driven by increased demand from industries such as photovoltaics and automotive [10]

| | | 11月21日A股投资避雷针 | | --- | --- | --- | | 类别 | 公司 | 主要内容 | | 股东减持 | 龙迅股份 | 合肥中安拟减持不超过1.8623%股份 | | | 华亚智能 | 多名股东拟合计减持不超过2.98%股份 | | | 宝色股份 | 山西华鑫海拟减持不超过1%股份 | | | 挖金客 | 实际控制人李征拟减持不超过3%股份 | | | 拓荆科技 | 股东国家集成电路基金拟减持不超3%股份 | | | 崇德科技 | 董事吴星明拟减持不超过1.92%股份 | | | 新城市 | 控股股东拟减持不超过3%股份 | | | 开山股份 | 控股股东拟减持不超过1%股份 | | | 生益电子 | 东莞科创投资集团拟减持不超1.00%股份 | | | 海南矿业 | 海钢集团拟减持不超过1500万股公司股份 | | | 汇创达 | 宁波通慕累计减持1.01%股份 | | | 四川双马 | LCOHC和天津赛克环累计减持1.5875%股份 | | | 通鼎互联 | 吴企创基累计减持1.588%股份 | | 其他 | 文峰股份 | 副总经理秦国芬被立案调查并实施留置措施 | | ...

11月20日晚间，荃银高科（300087）公告称，公司收到中种集团出具的要约收购报告书摘要，中种集团拟向除收购人以外 的荃银高科全体股东发出部分要约，预定要约收购股份数量为1.89亿股，约占荃银高科已发行股份总数的20.00%。本次要 约收购完成后，收购人最多合计持有荃银高科3.84亿股股份，约占荃银高科总股本的40.51%。 溢价约16.63% 荃银高科称，本次要约收购所需资金总额预计不超过22.45亿元。本次要约收购完成后，收购人最多合计持有荃银高科3.84 亿股股份，约占荃银高科总股本的40.51%。本次要约收购类型为主动要约，并非履行法定收购义务，且不以终止上市公司 上市地位为目的。 同日，荃银高科还发布了一份关于股东解除一致行动关系暨权益变动的提示性公告。中种集团与原先的一致行动人贾桂 兰、王玉林签署了《表决权委托及一致行动协议终止协议》。 本次权益变动前，中种集团直接持有公司20.51%股份，并通过一致行动人合计控制公司28.36%的表决权。权益变动后，中 种集团直接持股比例不变，但不再与贾桂兰、王玉林合并计算表决权。 此外，贾桂兰、王玉林不可撤销地承诺，以其所持荃银高科无限售条件流通股份有效申报 ...