6月3日晚，菲林格尔（603226）（603226.SH）发布公告，公司实际控制权拟发生变更。安吉以清科技 合伙企业（有限合伙）（简称"安吉以清"）及其实际控制人金亚伟将通过协议受让方式，合计获得公司 25%股份及对应表决权，成为新任控股股东及实际控制人。 与此同时，公司原主要股东菲林格尔控股有限公司（简称"菲林格尔控股"）将其持有的27.22%股份分别 协议转让给三家独立机构投资者。 在收购背后，菲林格尔正深陷传统业务停滞、内部治理矛盾的双重困境，亟待外部力量注入新动能。这 场由国资与民营资本协同推动的战略整合，有望成为破解老牌家居企业发展困局的关键一步。 营收净利连续下滑，传统业务深陷泥潭 菲林格尔近年来的经营状况颇为严峻。2023年至2024年，公司连续两年营收下滑，2024年全年营收仅为 3.36亿元，较2018年峰值缩水超50%；净利润更是连续两年亏损，2024年亏损达0.49亿元。 菲林格尔控股分别与三家机构投资者签署了《股份转让协议》，以每股6.73元的价格，将其持有的全部 9676.46万股公司股份（占公司总股本的27.22%）进行转让，实现平稳、彻底退出。 本次交易过后，困扰公司多年的治理矛 ...

Group 1 - A total of 121 listed companies have disclosed significant restructuring events as of May 26 this year, significantly higher than the 45 companies during the same period last year [1] - The recent trend in A-share mergers and acquisitions (M&A) shows three main characteristics: industrial integration becoming mainstream, the value of "shell" resources further diminishing, and technology-driven central state-owned enterprises taking the lead in M&A [1] - The restructuring activities are primarily focused on core businesses and industrial cooperation, with horizontal integration, vertical integration, and strategic cooperation accounting for over 50% of the significant restructuring events [1] Group 2 - The proportion of A-share companies engaging in industrial mergers has been increasing year by year since 2021, indicating a shift towards industry-led M&A activities [2] - Analysts suggest that the current environment is favorable for industrial capital mergers, driven by changes in IPO policies, tightening financing conditions in the primary market, and the accumulation of cash reserves by quality listed companies [2] - The experience gained from the M&A boom between 2013 and 2015 and the subsequent goodwill impairment has led to more cautious and strategic approaches to external mergers by industrial capital [2] Group 3 - The logic of value reshaping, market integration, and industrial chain collaboration is expected to strengthen in the future, with traditional companies likely to acquire "hard tech" firms that do not yet meet listing conditions for business transformation [3] - Mature companies are anticipated to engage more in horizontal mergers to expand market share and gain industry influence, while technology firms will seek to acquire startups in cutting-edge fields for explosive growth opportunities [3] - License-based companies are expected to implement more mergers and integrations to enhance competitiveness in the industry, such as in the brokerage sector [3]

Core Viewpoint - The article highlights the innovative financial solutions provided by SPD Bank's Suzhou branch to address the funding challenges faced by technology-driven enterprises, particularly in the context of their unique asset-light and high R&D characteristics [1][2]. Group 1: SPD Bank's Innovative Financial Products - SPD Bank Suzhou branch has developed a "5+7+X" product system to support technology enterprises throughout their lifecycle, serving 95% of companies listed on the Sci-Tech Innovation Board and 75% on the Beijing Stock Exchange [1]. - The "Pu Yan Loan" allows technology companies to secure funding based on their R&D capabilities rather than traditional asset-based collateral, exemplified by a 20 million yuan loan to Xizhi Technology without any collateral [2]. - The "Pu Tou Loan" integrates equity financing into the credit assessment process, enabling companies like Kafei Technology to receive 5 million yuan in loans by considering their equity financing capabilities [3]. Group 2: Macro Perspective on Financial Services for Technology Enterprises - The issuance of a 600 million yuan technology innovation bond led by SPD Bank represents a shift in commercial banking services towards supporting technology innovation in sectors like smart manufacturing and integrated circuits [4]. - SPD Bank's merger loan initiative aims to facilitate strategic mergers and acquisitions in the technology sector, providing long-term financing solutions to enhance industry chain integration [5][6]. - The comprehensive service model developed by SPD Bank, from R&D financing to merger loans, creates a complete financial ecosystem that supports technology enterprises from inception to industry chain optimization [6].

Share Buyback and Stock Incentives - The company approved a share buyback plan with a total fund of no less than RMB 20 million and no more than RMB 40 million, with a maximum price of RMB 15.50 per share, to be completed within 12 months [2][3] - The shares repurchased will be used for cancellation and reduction of registered capital, thus cannot be used for stock incentives [3] - A restricted stock incentive plan was planned for 2024, granting 2,914,000 shares to 110 individuals, with performance targets based on revenue and net profit growth from 2023 [3][4] Capacity Expansion Projects - Current projects include: - 34,000 tons/year polyurethane functional additives project, with construction ongoing and expected completion in 12-24 months after environmental approval [4] - 40,000 tons/year polyether amine project, currently under construction after receiving environmental approval [4] - 35,000 tons/year alkyl glycoside expansion project, with a 6-month construction period expected after environmental approval [4] Profit Growth Drivers - The company expects profit growth in 2025 to come from: - Innovation and expansion of polyether amine applications to improve capacity utilization [5] - Early completion and production of the alkyl glycoside expansion project [5] - Overall recovery in the chemical industry could enhance overall revenue [5] Competitive Advantages - The company has been producing polyether amines since 2002, utilizing both continuous and batch production methods, offering nearly 30 different product models [6] - It is one of the earliest and most comprehensive producers in China, with a broad customer base and application fields [6] M&A Plans - The company aims to focus on core operations while considering mergers and acquisitions to enhance industry chain collaboration [7] - The target for 2025 is to reserve 2-3 potential acquisition targets and successfully complete 1, focusing on companies with strong technology or market advantages [7]

Core Viewpoint - The acquisition of Tianmai Technology by Suzhou Qichen marks the first case of a pure merger and acquisition fund acquiring a listed company in China's A-share market since the implementation of the "924 New Policy" by the China Securities Regulatory Commission in September last year [2][4]. Group 1: Acquisition Details - On May 23, Tianmai Technology announced that Suzhou Qichen would acquire a total of 26.10% of the company's shares, making it the controlling shareholder [2][4]. - The acquisition price of 4.52 billion yuan corresponds to a market value of 17.32 billion yuan for Tianmai Technology, reflecting a discount of approximately 16% compared to the market value before the suspension of trading [4]. - The agreement includes clauses to maintain the company's listing status, requiring the company to ensure audited revenue of no less than 1 billion yuan for 2025 and 2026, and a net profit of no less than -300 million yuan for 2025 [6]. Group 2: Key Individuals - Kwang Ziping, the actual controller of Suzhou Qichen and founder of Qiming Venture Partners, has over 25 years of experience in the technology investment sector [9][10]. - Kwang's investment philosophy focuses on long-term value creation and industrial integration, aligning well with Tianmai Technology's development needs in the smart transportation sector [11][12]. Group 3: Support and Partnerships - Suzhou Qichen's limited partners (LPs) include notable investment institutions and state-owned enterprises, providing strong financial backing and industry resources for the acquisition [14]. - The involvement of Yuanhe Dingsheng and Kunshan Chuangye Holdings reflects a commitment to supporting industrial upgrades and innovation development [14]. Group 4: Strategic Implications - The establishment and operation of Suzhou Qichen can be seen as an active exploration and strategic layout by Qiming Venture Partners in the private equity merger and acquisition sector [17]. - This acquisition allows Qiming to gain control over quality assets and leverage Tianmai Technology's foundation in the smart transportation field to expand its investment layout in related industries [17].

点击小程序查看报告原文 并购重组新规正式落地 去年4月以来并购重组制度持续优化，市场关注度逐步提升。新"国九条"[1]提出"多措并举活跃并购重组市场"，"科技 十六条"、"科创板八条"等均体现对科创企业并购重组的支持。去年9月24日，证监会发布《关于深化上市公司并购重 组市场改革的意见》（"并购六条"），并就修改《上市公司重大资产重组管理办法》征求意见。今年5月16日，本轮修 订正式落地[2]，同日沪[3]深[4]交易所也正式修订《重大资产重组审核规则》，修改内容主要包括： ► 建立重组股份对价分期支付机制， 将申请一次注册、分期发行股份购买资产的注册决定有效期延长至48 个月。我 们认为分期支付机制有助于减轻收购方的资金压力，同时也降低了一次性估值带来的风险，尤其有助于成长性强但业 绩不确定性较高的科创企业参与并购重组交易。 ► 提高对财务状况变化、同业竞争和关联交易监管的包容度。 我们认为这一改动一方面更加适应新兴行业特点，包容 进行大量研发投入但尚未形成稳定盈利的早期科创企业，有助于推动科创企业参与并购重组；另一方面也有助于企业 实施同行业、上下游的并购重组，从而达到扩大规模效应、提升产业链优势、实现产 ...

Core Viewpoint - The company, Shandong Hongchuang Aluminum Industry Holdings Co., Ltd., is planning to acquire 100% equity of Shandong Hongtuo Industrial Co., Ltd. through a share issuance, which will significantly enhance its operational scale and market position in the aluminum industry [12][15]. Group 1: Transaction Overview - The transaction involves the acquisition of Shandong Hongtuo Industrial Co., Ltd. by issuing shares to nine counterparties, including Shandong Weiqiao Aluminum & Electricity Co., Ltd. and others [10][12]. - The total transaction price for the 100% equity of Hongtuo Industrial is approximately 6,351,793.54 million RMB [10][11]. - The transaction is expected to transform the company from a single aluminum deep processing business to a comprehensive entity covering the entire aluminum industry chain, including electrolytic aluminum and alumina [12][15]. Group 2: Financial Impact - Post-transaction, the company's total assets and revenue are projected to exceed 1 trillion RMB, positioning it among the world's leading aluminum manufacturers [15]. - Key financial metrics will see substantial growth, with total assets increasing from 312,712.93 million RMB to 10,802,625.86 million RMB, representing a growth rate of 3354.49% [16]. - The company's net profit is expected to rise from a loss of 6,898.18 million RMB to a profit of 1,808,205.55 million RMB, marking a significant turnaround [16]. Group 3: Shareholding Structure - Before the transaction, Shandong Hongqiao was the controlling shareholder, holding 22.98% of shares. After the transaction, Weiqiao Aluminum will become the controlling shareholder with 86.98% [13]. - The shareholding structure will change significantly, with the total number of shares increasing from 113,637.38 million to 1,303,111.82 million [13]. Group 4: Regulatory and Approval Process - The transaction is subject to various regulatory approvals, including a resolution from the shareholders' meeting, which must be passed by more than two-thirds of non-related shareholders [17]. - The company has committed to strict compliance with disclosure obligations and fair pricing practices throughout the transaction process [17].

Group 1: Share Buyback and Financial Strategy - The company plans to implement a share buyback starting from May 13, 2025, for a period of 12 months, with disclosures to be made as per regulations [2] - The 2024 profit distribution plan includes a cash dividend of 2.00 CNY per 10 shares, totaling 43,001,596.00 CNY [4] - The company intends to use between 20 million and 40 million CNY for share repurchase, with all repurchased shares to be canceled [5] Group 2: Production and R&D Facilities - The company has one headquarters and two R&D bases located in Nanjing and Fuzhou, along with two production bases in Yangzhou and Huai'an [2] - The Huai'an facility is expanding its production capacity for alkyl glycosides by 35,000 tons per year, with plans to commence production in 2025 [3] Group 3: Market and Product Insights - The domestic market capacity for alkyl glycosides is estimated to be around 150,000 to 200,000 tons, with the largest application fields being pesticides and daily chemicals [3] - The consumption ratio of fatty alcohols in alkyl glycosides ranges from 19.5% to 23.5% [3] Group 4: M&A Strategy - The company is focusing on acquiring businesses with annual revenues between 100 million and 1.5 billion CNY, particularly in the biochemistry or electronic chemistry sectors [6] - The target net profit for potential acquisitions is between 30 million and 100 million CNY, with a preference for companies with at least two core technology products [6] Group 5: Future R&D Projects - The company is investing in the development of bio-based polyols, which have shown promising initial results and are expected to enhance profit margins [7] - Sales of polyether amines in specialized fields exceeded 1 million CNY in 2024 [7] - The promotion of alkyl glycosides in high-end cosmetics has resulted in sales of over 21 tons in 2024 [7]

作者：开源证券副总裁、研究所所长孙金钜 二是多环节优化审核效率，进一步加大产业整合支持力度。修订后的《重组办法》新设重组简易审核程 序，明确符合条件的并购重组交易可直接绕过交易所并购重组委，在5个工作日内直接完成注册。这一 改革将并购重组审核流程从之前的数月压缩至两周内（交易所2个工作日内受理、5个工作日内审核，证 监会5个工作日完成注册），显著提高了并购重组的审核效率。同时，重组简易审核程序适用于上市公 司之间换股吸收合并和不构成重大资产重组的优质上市公司发行股份购买资产等两类并购交易，表明政 策鼓励头部上市公司通过吸收合并和产业链收购加大产业整合支持力度，未来同行业大额并购有望愈发 活跃。 三是多路径激发市场活力，进一步畅通"募投管退"良性循环。修订后的《重组办法》通过分期支付机 制、明确吸收合并锁定期、私募基金"反向挂钩"等多种路径进一步激活并购重组市场活跃度。分期支付 机制方面，建立重组股份对价分期支付机制，将申请一次注册、分期发行股份购买资产交易的批文有效 期延长至48个月。这有助于上市公司结合标的后续经营状况灵活调整股份支付安排，显著缓解了上市公 司并购重组过程中的短期流动性压力。吸收合并锁定期方 ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected stock price increase of over 15% relative to the industry index in the next six months [5][22]. Core Views - The agricultural chemical industry is currently at a low point, and the company's performance is under short-term pressure. However, the company is expected to gradually strengthen its advantages in the industrial chain [1][10]. - The company is focusing on continuous investment in project construction, which is anticipated to enhance its market competitiveness [14][11]. - The potential acquisition of Shandong Huimeng is expected to further expand the company's industrial chain, enhancing overall competitiveness [12][14]. Financial Summary - For 2024, the company's revenue is projected to be 73.11 billion yuan, a decrease of 6.87% year-on-year, with a net profit of 2.15 billion yuan, down 64.34% year-on-year [1][2]. - The company's revenue for 2025 is estimated to recover slightly to 74.67 billion yuan, with a net profit of 4.04 billion yuan, reflecting an 87.4% year-on-year increase [13][14]. - The company's cash flow from operating activities for 2024 is expected to be 313 million yuan, a decline of 66.70% year-on-year [4][15]. Sales and Market Performance - In 2024, the company's sales volume for agricultural raw materials is expected to be 59,300 tons, an increase of 7.72% year-on-year, while the sales volume for agricultural formulations is projected to be 70,000 tons, up 16.14% year-on-year [3][2]. - Despite the increase in sales volume, the company's revenue and profit are under pressure due to declining prices for both raw materials and formulations [3][2]. Cost and Expense Analysis - The company's selling expenses are expected to rise by 16.79% year-on-year, with a selling expense ratio of 1.88% [3]. - Management expenses are projected to decrease by 19.45% year-on-year, while financial expenses are expected to increase significantly by 105.28% [3][4]. Future Outlook - The company is expected to see revenue growth of 11.1% in 2026 and 10.4% in 2027, with net profit growth of 26.4% and 26.8% respectively [14][13]. - The report suggests that the agricultural chemical industry is likely to recover as market inventory is digested and outdated production capacity is eliminated, benefiting leading companies with abundant registration resources [10][12].