6月27日晚间，光智科技（300489.SZ）发布公告，宣布终止收购先导电科100%股权的重大资产重组。 这起重组筹划了大半年之久，2024年9月30日公告停牌，10月13日发布重组预案，当初非常引人注目，被认为是"蛇吞象"式收购。停牌前，光智科技市值 仅30亿元左右，而标的公司先导电科的估值应在百亿以上。 《局市》对这次重组曾有过分析，详见《光智科技公布"蛇吞象"重组预案，实控人入主5年公司被交易所发函24次》。 01 — 重组终止原因分析 关于重组终止的原因，光智科技在公告中称，"公司与本次交易的部分交易对方就部分商业条款未达成一致意见。" 根据此前发布的重组预案，光智科技共有55名股东，其中先导稀材与环恒投资为光智科技实控人朱世会所控制，实控人不会"自己反对自己"，那么大概率 是其他53名股东中部分交易对方没有就商业条款形成一致意见。 商业条款中最核心的无非是标的资产的估值定价。据公开报道，先导电科此前进行过多轮融资，融资总金额高达数十亿元，推测该公司总体估值应超过百 亿，而据胡润研究院发布的数据，先导电科估值已高达210亿元。 那么本次重组中，先导电科股东与光智科技达成了并购意向，但最终却未能就交易条 ...

风险提示：本文所提到的观点仅代表个人的意见，所涉及标的不作推荐，据此买卖，风险自负。 作者： 何纯在南国 来源：雪球 今天有朋友@我 ， 又谈到了小盘股的估值问题 。 其实这个事情是老生常谈了 ， 大家对小盘股 的估值分歧一直就很大 。 很多人对小盘股不屑一顾 ， 认为这当中绝大部分都是垃圾 ， 估值高的离谱 。 如果你是看市盈 率的话 ， 这样的说法当然没错 。 中证2000的市盈率长期都在60倍到100倍之间 。 如果一个企 业盈利不变的话 ， 你投入一笔资金要60年到100年才能回本 ， 这类股票怎么可能还有投资价值 呢 ？ 当大家评估一家公司的资产时 ， 是不是应该把这种隐性价值考虑进去呢 ？ 其实在小微盘股里面 也有很多的不错标的 ， 市净率在1.5倍以下 ， 负债率很低 ， 资产非常干净 ， 像这类公司 ， 个人认为是很有投资价值的 。 我个人原来一直就是做纯价值投资的 ， 对纯价值投资做得很好的人是非常推崇的 。 个人最近5 年的纯价值投资 ， 不过和小微盘策略相比 ， 这样的投资收益就不值一提了 。 在中国股市上要做投资 ， 还是要结合中国股市实际的运行情况来分析 。 雪球三分法是雪球基于"长 ...

Group 1 - The event "Earnings in Jiangsu" organized by Shanghai Securities News gathered over 50 executives from listed companies and financial institutions to discuss cooperation and development [1] - Huang Fei from Guotai Junan Securities highlighted the revisions to the Major Asset Restructuring Management Measures by the China Securities Regulatory Commission, which introduced several new policies to stimulate market activity [3] - Local policies in Jiangsu and Shanghai have set ambitious targets for mergers and acquisitions, including a 60 billion yuan goal for Wuxi and a 50 billion yuan state-owned capital merger fund in Shanghai [3] Group 2 - The merger and acquisition market has seen increased activity in 2024, particularly in the manufacturing sector, which accounted for 39.02% of announced projects from January 1 to June 11 [5] - Guotai Junan Securities provides a comprehensive financial service system for corporate clients, including investment banking, credit financing, and wealth management [6] - Jin Tanglang, a comprehensive decoration group, reported a total revenue of 4.786 billion yuan in Q1 2025, reflecting a year-on-year growth of 5.32% [6] Group 3 - The "Earnings in Jiangsu" initiative aims to gather quality resources and enhance communication platforms to foster stronger cooperation among market participants [8]

Core Viewpoint - The termination of the acquisition of Xian Dao Electronics Technology Co., Ltd. by Guangzhi Technology marks a significant setback for the company, which had aimed to enhance its growth and profitability through this strategic move [1][4][14]. Group 1: Acquisition Details - Guangzhi Technology announced the termination of its plan to acquire 100% of Xian Dao Electronics, which had an estimated valuation of 20 billion yuan, after eight months of anticipation [1][4]. - The acquisition was initially met with enthusiasm, leading to a stock price increase of over 100% from pre-announcement levels, peaking at 115.55 yuan [1]. - The reasons for termination included prolonged restructuring time, changes in the external environment, and failure to reach agreement on commercial terms with some counterparties [4][14]. Group 2: Financial Performance - Guangzhi Technology reported a revenue of 1.455 billion yuan in 2024, a year-on-year increase of 43.82%, but still faced challenges with a net profit of 12.26 million yuan and a non-recurring net profit of -37.16 million yuan [12][13]. - The company has struggled with negative non-recurring net profits for three consecutive years, indicating ongoing financial difficulties [11]. Group 3: Strategic Implications - The termination of the acquisition is seen as a major obstacle to Guangzhi Technology's strategic transformation, which aimed to integrate higher-margin assets and enhance its position in the rare metal industry [13][14]. - The failed acquisition also impacts Xian Dao Electronics' path to capital market entry, as it had previously attempted an independent IPO [15][16]. - Market analysts suggest that Xian Dao Electronics may now consider returning to an independent IPO route or seeking integration opportunities with other listed companies [17].

Group 1: Mergers and Acquisitions Overview - During the period from June 23 to June 28, 2025, four listed companies announced new mergers and acquisitions, including Guotou Zhonglu, Shaoyang Hydraulic, Longyang Electronics, and Jianlong Micro-Nano, covering industries such as agriculture, machinery, electronics, and basic chemicals [1][6][9]. Group 2: Guotou Zhonglu - Guotou Zhonglu specializes in the production and sales of concentrated fruit and vegetable juices, with its main product being concentrated apple juice. The company operates on a B2B sales model and maintains long-term stable relationships with well-known beverage and food companies [1][6]. - The target company for this transaction is China Electronic Engineering Design Institute Co., Ltd., which has a registered capital of 9,242.74508 million yuan and was established on August 27, 1992 [1][6]. Group 3: Shaoyang Hydraulic - Shaoyang Hydraulic focuses on industrial transmission and high-end manufacturing, achieving domestic substitution of hydraulic products through independent research and technological innovation. In 2024, the R&D investment was 16,007,060.18 yuan, accounting for 4.56% of revenue [2][7]. - The company is planning to issue shares and pay cash to acquire a stake in Chongqing Xincheng Hangrui Technology Co., Ltd., which is expected to constitute a major asset restructuring [2][7]. Group 4: Longyang Electronics - Longyang Electronics primarily deals with electromagnetic shielding materials, with stable and significantly growing revenue. The company has a concentrated customer base among high-end brands, ensuring strong order support [2][7]. - The company plans to acquire 100% of Suzhou Deyou New Material Technology Co., Ltd. through cash payment, with funding sourced from part of the raised funds and its own capital [2][7]. Group 5: Jianlong Micro-Nano - Jianlong Micro-Nano is engaged in the research, production, sales, and technical services of molecular sieve adsorbents and catalysts in various fields, including industrial gas separation and renewable resources [3][8]. - The company is planning to acquire at least 51% of Shanghai Hanxing Energy Technology Co., Ltd. through cash payment, aiming to create a closed-loop integration from material research and process design to end services [3][8].

Group 1 - The core viewpoint emphasizes that after breaking through key points, the stock market still has room for growth, with a focus on growth sectors rather than indices [1][2] - The reduction in the risk-free interest rate and the shift in expectations for the RMB from depreciation to stability or slight appreciation are significant drivers for the revaluation of Chinese assets [1][2] - The article highlights the importance of macro policies that prioritize investor returns and capital market reforms, which are crucial for changing investors' conservative attitudes towards risks [1][2] Group 2 - Economic policies and innovation support are expected to improve risk appetite and drive growth performance, with new business opportunities emerging in China [2] - The article notes that the financial sector's recent strong performance is influenced by multiple factors, including the ongoing development of stablecoin concepts and favorable domestic policies [6] - Historical analysis shows that financial stock rallies are often driven by liquidity, fundamentals, or policy events, with the sustainability of these drivers determining future market trends [8]

Group 1 - The report highlights the positive signals in the merger and acquisition (M&A) market following the introduction of new policies, including the "National Nine Articles" and "M&A Six Articles," which aim to support listed companies in M&A activities starting in 2024 [2][11][18] - The report emphasizes the trend of M&A in the Beijing Stock Exchange (BSE) focusing on resource integration within the same group, external M&A in new productivity industries, and "strong chain and supplement chain" expansion [2][19] - As of June 27, 2025, a total of 30 significant investment and M&A events have been disclosed by companies on the BSE [21][22] Group 2 - Keda Control's acquisition of 51% of Haitou Technology marks the first instance of a BSE company acquiring a New Third Board enterprise, with a transaction value of 209.1 million yuan [3][24] - The acquisition is expected to enhance Keda Control's capabilities in military, petrochemical, and smart factory sectors, leveraging Haitou Technology's existing sales channels [3][26] - Haitou Technology has committed to achieving a net profit of no less than 38 million yuan in 2025, 42 million yuan in 2026, and 46 million yuan in 2027, or a cumulative net profit of at least 126 million yuan over the three years [3][39] Group 3 - Iron University Technology invested 60 million yuan in Bear Robot through its subsidiary, acquiring a 37.69% stake, which will enhance the company's asset base and support future development [4][40] - The investment aligns with Iron University Technology's strategy to diversify its business and strengthen its market position in the rail transit signal sector [4][42] - Bear Robot focuses on mobile robot platforms and low-speed autonomous driving technology, targeting applications in scenic areas and parks [4][48]

Core Viewpoint - Keda Control plans to acquire 51% of Changzhou Haituo Information Technology Co., Ltd. for 209.1 million yuan, marking the first acquisition of a New Third Board company by a North Exchange listed company [1][2][4] Financial Summary - As of December 31, 2024, Keda Control's total assets are approximately 186.74 billion yuan, with total liabilities of about 36.65 billion yuan, and net assets of around 150.09 billion yuan [1] - Keda Control's operating revenue for 2024 is projected to be approximately 145.50 billion yuan, an increase from 137.06 billion yuan in 2023 [1] Acquisition Details - The valuation of Haituo Technology's total equity as of December 31, 2024, is approximately 413 million yuan, with Keda Control's acquisition price representing a significant discount [2] - Haituo Technology specializes in integrated embedded, streaming media, AI, and machine vision solutions, primarily serving markets such as smart mining and military [2][3] Strategic Implications - The acquisition is expected to create synergies that enhance Keda Control's product performance, core competitiveness, and market share [3] - This transaction is seen as a milestone, demonstrating the North Exchange's role in supporting New Third Board companies and providing new pathways for IPO candidates [4] Performance Comparison - In terms of profitability, Haituo Technology is projected to outperform Keda Control in 2024, with a net profit of approximately 41.65 million yuan compared to Keda Control's 34.51 million yuan [5] - The acquisition is anticipated to significantly improve Keda Control's profitability post-transaction [5] Financial Commitments - The acquisition includes performance commitments from Haituo Technology, ensuring net profits of no less than 38 million yuan, 42 million yuan, and 46 million yuan for the years 2025 to 2027 [6] - Keda Control's cash reserves are limited, with only about 10.02 million yuan available as of the first quarter of 2025, raising concerns about financial pressure post-acquisition [6] Market Position - As of June 27, Keda Control's stock price is 29.6 yuan per share, with a total market capitalization of approximately 2.29 billion yuan [7]

Group 1 - The core viewpoint of the article highlights the active merger and acquisition (M&A) market driven by regulatory policy optimization, economic recovery, and capital market reforms, indicating a trend towards structural reorganization and value reshaping in industries [1][2] - In June, 90 A-share listed companies disclosed M&A progress, showcasing a vibrant market with significant activity [2][4] - The article lists specific companies involved in M&A activities, including Hunan Development, Weixinno, and others, detailing their respective transactions and statuses [2][4][5] Group 2 - Shaoyang Hydraulic, a company specializing in hydraulic products, announced plans to acquire Chongqing Xincheng Hangrui Technology, indicating a significant asset restructuring [8][10] - Tianyima, focusing on information system integration services, plans to acquire 100% equity of Xingyun Kaiwu, aiming for synergy in technology and market expansion [10] - Guokewi, engaged in chip products and integrated circuit design, intends to acquire 94.366% equity of Zhongxin Ningbo, enhancing its capabilities in high-end filter and MEMS manufacturing [12]

Core Viewpoint - Anyuan Coal Industry plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for a 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., aiming to transform its business and improve asset quality and profitability [1][2]. Group 1: Company Overview - Anyuan Coal Industry's current main business involves coal mining and trading, which will be entirely replaced by the magnetic separation equipment business after the transaction [2]. - The transaction will significantly reduce Anyuan Coal Industry's debt ratio from 97.83% to 55.87% post-completion, enhancing its financial stability [1]. Group 2: Industry Insights - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. specializes in the research, production, and sales of magnetic separation equipment, which is crucial for resource recovery and cost reduction in mining [2][3]. - The magnetic separation equipment market is expanding due to increasing global demand for mineral resources and stricter environmental regulations, indicating a promising future for the industry [3]. - The company’s products are widely used in major mining and metallurgy enterprises, with a significant presence in the Belt and Road Initiative countries, highlighting its market reach and influence [3].