设置不盈利不减持等特殊条款，实现了交易对方与上市公司长远利益的深度绑定，可谓"一荣俱荣，一 损俱损"。在特殊条款的约束下，标的资产不再是简单的一卖了之。交易方要想真正吃到资产证券化的 红利，就必须"包售后"，在提升并购标的业绩上持续下功夫。 注册制改革的一大特点就是把选择权交给市场。重组方案成色几何，要让中小投资者有充分的话语权和 选择权。尤其在高科技并购重组潮下，涉及未盈利资产并购重组事项渐多，但并非所有的标的资产都是 潜力股，不排除一些打着高科技旗号外衣的浑水摸鱼者。让市场去判断、去选择，可以尽最大可能让真 正的高科技资产登陆资本市场，借助资本力量实现科技攻关的同时，为投资者创造更多的投资价值。 近期，国科微重组预案中的不盈利不减持、低于发行价不减持等特殊条款引发高度关注。特殊条款能抬 高并购重组事项的"安全阀"，是保护中小投资者权益的重要约束手段，不仅更容易获得市场的认可，还 能放大并购重组的赋能效果，常态化有其积极要义。 监管包容度的提升，优化了未盈利科技资产的上市通道，科技并购重组风起云涌。在优化资源配置、推 动产业升级的同时，如何更好地保证重组资产的质量，是关乎产业发展、投资者权益、资本市场稳定的 ...

Core Viewpoint - Mergers and acquisitions (M&A) have become a crucial means for companies to achieve strategic expansion, resource integration, and capability enhancement, particularly in the semiconductor industry, as exemplified by Guokewai's acquisition of a majority stake in Zhongxin Integrated Circuit (Ningbo) Co., Ltd. [2][3] Company Summary - Guokewai plans to acquire 94.37% of Zhongxin Ningbo through a combination of share issuance and cash payment, while Zhongxin International will sell its 14.832% stake in Zhongxin Ningbo [2][3] - Zhongxin Ningbo has accumulated losses exceeding 1.6 billion yuan in 2023 and 2024, raising questions about Guokewai's decision to acquire this underperforming asset [2][3] - The acquisition aims to secure high-end BAW filter manufacturing technology, which is critical for domestic production and reducing reliance on foreign suppliers [3][6] - Guokewai's transition from a pure chip design company to a dual-driven model of "digital chip design + analog chip manufacturing" enhances its competitiveness in the semiconductor industry [6] Industry Summary - China is the largest consumer market for RF filters, accounting for nearly 30% of the global market, yet domestic companies hold less than 5% of the BAW filter market, dominated by U.S. firms [4] - Zhongxin Ningbo has established partnerships with leading domestic mobile communication terminal companies to ensure stable supply and capacity release for filter products [5] - The semiconductor industry is experiencing a surge in M&A activities, with nearly 30 disclosed transactions in the first quarter of 2025, driven by policy support and market demand [8][10] - The "Six M&A Rules" introduced in 2024 aim to optimize the restructuring environment and encourage long-term investment, facilitating industry consolidation [7][9] - The ongoing trend of M&A in the semiconductor sector is seen as a pathway for domestic companies to overcome technological bottlenecks and enhance competitiveness on a global scale [10]

Industry Investment Rating - The industry investment rating is "Outperform the Market" and is maintained [2]. Core Viewpoints - The report emphasizes that policy support for listed companies through mergers and acquisitions is crucial for high-quality development, leading to ongoing industry consolidation [5][14]. - The pharmaceutical and biotechnology sector has shown a weekly increase of 1.13%, outperforming the CSI 300 index by 0.25 percentage points, ranking 17th among 31 sub-industries [7][18]. Summary by Sections 1. Weekly Viewpoint - The report highlights that recent policies have improved regulatory inclusiveness and relaxed competition restrictions, facilitating mergers and acquisitions [14]. - Companies like Maipu Medical and Pilin Bio have announced plans for mergers and acquisitions, which are expected to enhance their technological capabilities and market positions [6][15]. 2. Subsector Performance - The pharmaceutical sector's sub-indices all recorded gains, with the raw materials and blood products sectors leading with a 2.89% increase [7][22]. - The report suggests that the medical device sector has significant room for valuation growth, with a current P/E ratio of 37.55, below its historical average [26]. 3. Recommended and Beneficiary Stocks - Recommended stocks include Yingke Medical, Maipu Medical, and Yihe Jiaye, among others [8]. - Beneficiary stocks identified are Shanhaishan, Yirui Technology, and Lianying Medical [27]. 4. Detailed Subsector Analysis - **Medical Devices**: The sector is expected to benefit from policies promoting equipment upgrades and procurement, with a focus on AI applications in imaging and surgery [26]. - **Medical Consumables**: The sector is projected to see steady growth as high-value consumables approach the end of their procurement cycle [29]. - **IVD Sector**: The report notes a 2.00% increase in the IVD sector, with a focus on AI-assisted diagnostics [30]. - **Blood Products**: The blood products sector is experiencing a 2.89% increase, with ongoing consolidation and product diversification [31]. - **Retail Pharmacy**: The offline pharmacy sector is expected to benefit from improved operational efficiencies through AI integration [34]. - **Healthcare Services**: The hospital sector has seen a 1.07% increase, with growth in specific medical fields like ophthalmology and reproductive health [36]. - **Traditional Chinese Medicine**: The sector is expected to recover as the impact of previous procurement policies diminishes [38]. - **CXO Sector**: The report indicates a positive outlook for the CXO sector, driven by increased demand for outsourcing in drug development [40].

Industry Investment Rating - The industry investment rating is "Outperform the Market" and is maintained [2] Core Viewpoints - The report emphasizes that policy support for listed companies through mergers and acquisitions is crucial for high-quality development, leading to ongoing industry consolidation [5][14] - The pharmaceutical and biotechnology sector has seen a weekly increase of 1.13%, outperforming the CSI 300 index by 0.25 percentage points, ranking 17th among 31 sub-industries [7][18] Summary by Sections 1. Weekly Viewpoint - The report highlights that recent policies have improved regulatory inclusiveness and relaxed competition restrictions, facilitating mergers and acquisitions [14] - Companies like Maipu Medical and Pilin Bio have announced plans for mergers and acquisitions, which are expected to enhance their technological capabilities and market positions [6][15] 2. Subsector Performance - The pharmaceutical and biotechnology sector has shown positive performance across all sub-sectors, with the raw materials and blood products sectors leading with a 2.89% increase [7][22] - The report suggests that the medical device sector has significant room for valuation growth, with a current P/E ratio of 37.55, below its historical average [26] 3. Recommended and Benefiting Stocks - Recommended stocks include Yingke Medical, Maipu Medical, and Yihua Jiaye, among others [8] - Benefiting stocks from the current trends include Shanhaishan, Yirui Technology, and Lianying Medical [8][27] 4. Detailed Subsector Analysis - **Medical Devices**: The sector is expected to benefit from policies promoting equipment upgrades and procurement, with a focus on AI integration in imaging and surgical applications [26] - **Medical Consumables**: The sector is projected to see steady growth as high-value consumables approach the end of their procurement cycle [29] - **IVD Sector**: The in vitro diagnostics sector is anticipated to recover as AI technologies enhance diagnostic capabilities [30] - **Blood Products**: The blood products sector is experiencing stable demand, with a projected 10.9% increase in plasma collection in 2024 [31] - **Retail Pharmacy**: The retail pharmacy sector is expected to see improved performance as market conditions stabilize and AI technologies enhance operational efficiency [34] - **Healthcare Services**: The healthcare services sector is showing signs of recovery, particularly in ophthalmology and reproductive health services [36] - **Traditional Chinese Medicine**: The sector is expected to benefit from improved consumer sentiment and demand for high-quality OTC products [38] - **CXO Sector**: The CXO sector is entering an upward cycle as companies report improved order growth and performance [40]

Group 1 - The semiconductor industry is experiencing a new wave of mergers and acquisitions, driven by the recent implementation of revised regulations by the China Securities Regulatory Commission on May 16, which aims to enhance the vitality of the M&A market and promote high-quality development of listed companies [2] - The semiconductor materials ETF closely tracks the Zhongzheng Semiconductor Materials and Equipment Theme Index, which includes 40 listed companies involved in semiconductor materials and equipment, reflecting the overall performance of these companies [2] - Sanjia Technology announced plans to acquire a 51% stake in Anhui Zhonghe Semiconductor Technology Co., Ltd. for RMB 121 million, which is expected to enhance its market share and core competitiveness [1][2] Group 2 - The recent M&A activity in the semiconductor sector is expected to facilitate resource sharing and complementary advantages among domestic semiconductor companies, helping them tackle key core technologies and improve their competitive position in the global semiconductor market [2] - The Zhongzheng Semiconductor Materials and Equipment Theme Index has shown mixed performance among its constituent stocks, with Sanjia Technology hitting the daily limit up and other stocks like Jing Sheng Co. and Huahai Chengke also experiencing gains [1] - The semiconductor materials ETF has seen a 2.01% increase over the past week, indicating a positive trend in the sector [1]

Core Viewpoint - Significant capital inflow into the Xinchuang sector, with the Xinchuang 50 ETF (560850) experiencing a 0.46% increase and over 350 million yuan net inflow in the past five days [1][3] Group 1: Market Activity - The Xinchuang 50 ETF (560850) has seen frequent premiums during trading, driven by the suspension of Haiguang Information's absorption merger with Zhongke Shuguang [1] - Haiguang Information and Zhongke Shuguang are the second and eighth largest components of the Xinchuang 50 ETF, collectively accounting for nearly 10% of its weight [3] Group 2: Corporate Developments - The merger of Haiguang Information and Zhongke Shuguang is the first case of inter-company absorption merger following the revision of the Major Asset Restructuring Management Measures on May 16 [6] - Post-merger, the combined entity is expected to cover the entire industry chain from chip design to cloud computing services, with a total market value potentially exceeding 400 billion yuan [6] Group 3: Industry Trends - The integration of leading companies in the Xinchuang sector is accelerating, driven by policy incentives and the need for resource optimization [7] - The current mergers are characterized by technology collaboration, policy-driven consolidation, and international ecological layout [8][9] Group 4: ETF Composition - The Xinchuang 50 ETF (560850) tracks the Zhongzheng Xinchuang Index, with significant weightings in computer software (43%), cloud services (23%), computer equipment (18%), and semiconductors (13%) [10] - The DeepSeek concept stocks within the index have a weight of 48.1%, leading among all market ETF tracking indices [10]

M&A Dynamics - From June 3 to June 8, there were 63 merger and acquisition (M&A) events involving listed companies, with 16 classified as significant M&A events[9] - Out of the total M&A events, 9 were completed, including 1 significant M&A[9] Policy Updates - The People's Bank of China emphasized the need to optimize systems for listings, M&A, and equity incentives based on technological innovation characteristics[7] - The Shanghai Stock Exchange plans to encourage listed companies to increase dividend payouts and enhance market value management tools[7] Major M&A Events - Notable M&A transactions included Baota Industrial acquiring 100% of Electric Power Investment New Energy for CNY 80,927,000[13] - A total of 4 M&A events involved state-owned enterprises as acquirers during the reporting period[13] M&A Failures - There were 3 failed M&A attempts, including a significant transaction by Guangdong Hongyuan due to a lack of consensus on the final transaction plan[15][17] - The failed transactions involved a total value of CNY 19,800,000 for one of the deals[17] Control Changes - Three companies reported changes in actual control, including Jinzi Ham and Diou Home, with the changes occurring between May 30 and June 5, 2025[19] Market Performance - The restructuring index underperformed the Wind All A index by -0.12% during the reporting period[21] - Over a mid-term view, the restructuring index showed fluctuations within a positive range compared to the Wind All A index[21] Risk Factors - Economic recovery in China is slower than expected, which may increase market uncertainty[26] - Geopolitical risks and uncertainties regarding U.S. policies towards China could negatively impact A-share liquidity[26]

而此前一个月（4月10日至5月9日）仅为348份，月度增幅达到了惊人的371.26%。 并购重组的热度持续上升！ 最近一个月，并购重组活动大幅回升。券商中国记者以"控制权变更"为关键词，在wind资讯搜索相关公告，过去一个月涉及此关键词的公告达到了1292份，而此前 一个月仅为348份，增幅超过370%。与此同时，记者以"控制权变更+停牌"进行搜索发现，过去一个月相关公告达到了81份，而此前一个月仅29份。 中国证监会近日发布修改后的《上市公司重大资产重组管理办法》，旨在深化并购重组市场改革、激发市场活力。在今年政策强调简化审批、提高效率的原则下， 审核速度也持续提升。据东吴证券统计，2025年不到半年时间，并购重组已完成的项目数量已经超过2024年全年。随着政策的支持力度逐渐增强，后续来看并购重 组项目释放将进入明显的活跃期。 今天早上，中国银河和中金公司等股票再度强势拉升。易明医药、*ST东晶等连续拉板，亦在一定程度上反映了并购重组的预期正在增加。 暴增超37 0% 自2016年之后，A股市场并购重组活动沉寂了相当长一段时间，这期间虽有一些个例，但与之前相比，无论是重组活动的活跃度，还是这类题材在二级市场 ...

Group 1 - The core viewpoint highlights the recent rebound in technology sectors, particularly in military, pharmaceutical, and TMT industries, with the Sci-Tech Innovation Board ETF (589630) rising nearly 1.5% [1] - The A-share merger and acquisition market has been active this year, with significant participation from Sci-Tech Innovation Board companies, especially in sectors like biomedicine, semiconductors, and new-generation information technology [1] - Data indicates that out of 86 major restructuring events in 2025, 18 involved Sci-Tech Innovation Board companies, showing a significant increase compared to the same period last year [1] Group 2 - Dongwu Securities emphasizes the importance of self-reliance in technology, focusing on sectors such as artificial intelligence, autonomous control, new energy technology, aerospace information technology, and data elements [1] - In aerospace information technology, areas like low-altitude economy, satellites, and commercial space are highlighted as key focus points [1] - The report suggests that the AI sector should concentrate on AI agents, AI applications (like standalone software and smart terminals), humanoid robots, and autonomous driving [1] Group 3 - Western Securities notes that the level of merger and acquisition activity reflects the direction of the industrial cycle, with the highest number of mergers occurring in the automotive, electronics, and machinery sectors in 2024 [2] - The report indicates that the trends in automotive intelligence, semiconductor self-control, and high-end manufacturing are accelerating technological upgrades and industry evolution [2] - It is suggested that if AI commercialization leads to performance improvements through mergers and acquisitions, it could create a mainline market trend; otherwise, it may only represent a short-term thematic opportunity [2] Group 4 - The Sci-Tech Innovation Index ETF from Guotai (code: 589630) tracks the Sci-Tech Innovation Index (code: 000680), which includes representative stocks from the Sci-Tech Innovation Board, with an average market capitalization of approximately 11 billion [2] - The index focuses on technology innovation companies, covering more early-stage innovative firms and emphasizing hard technology sectors [2] - Investors without stock accounts can consider Guotai's linked ETFs for the Sci-Tech Innovation Board Comprehensive ETF [2]

Core Viewpoint - Hainan Airlines Holding Co., Ltd. plans to acquire 100% equity of Hainan Tianyu Flight Training Co., Ltd. from Hainan Airport Development Industry Group Co., Ltd. for a cash amount of 799.07 million yuan, enhancing its business potential and resource allocation [1] Group 1: Acquisition Details - The acquisition will make Tianyu Flight Training a wholly-owned subsidiary of Hainan Airlines, which is a significant move to optimize the company's business structure [1] - Tianyu Flight Training, established in 2015, specializes in flight and crew training, with projected revenues of 421.09 million yuan and 384.74 million yuan for 2023 and 2024, respectively [2] - The net profit attributable to the parent company for Tianyu Flight Training is expected to be 184.65 million yuan in 2023 and 69.86 million yuan in 2024, indicating strong profitability [2] Group 2: Capital Increase - Hainan Airlines and Hainan Airport will inject a total of 2.55 billion yuan into Hainan Technology, increasing its registered capital to approximately 5.02 billion yuan while maintaining their respective ownership ratios [1] - Post-injection, Hainan Technology's net asset scale will rise from 39 million yuan to 2.59 billion yuan, and its debt-to-asset ratio will decrease from 99.51% to 75.16%, significantly improving its financial condition [2] - The capital increase will enhance Hainan Technology's credit rating and support its business expansion, ensuring aviation operational safety [2]