被动元件大厂国巨不屈不挠推动芝浦收购案，公开收购期限延至10月3日，并于近期迎来重大突破。日 本先前媒体报道指出，芝浦电子正式支持国巨的收购案，并建议股东参与投标。国巨表示，此次合作将 带来强化海外业务及扩展产品线的综效，并为双方创造更具前景的未来。 国巨指出，此次芝浦电子改变立场，源自双方数月来深入交流及建设性互动，芝浦电子认同合作所能实 现的综效，并相信这将为自身及员工开创更具前景的未来，国巨对此表示欣慰，并期待双方携手推动业 务成长及产品创新，拓展全球市场。 国巨为了并购芝浦电子数度调整延长公开收购期限，最早是5月9日正式开始以每股6200日元公开收购芝 浦电子股权，后来因应日本美蓓亚三美（Minebea Mitsumi）竞争，在8月23日宣布再度提高对芝浦电子 股份的公开收购价格，调升至每股7130日元。根据资料，芝浦电子主要制造负温度係数（NTC）热敏电 阻，以及温度、湿度、风速等传感元件制造销售。 业界看好，国巨若顺利并购日本芝浦电子，主要益处在于扩展出传感器业务，特别是在NTC热敏电阻与 温度感测器领域取得技术领先优势，将有助于国巨深化日本汽车与工业控制（工控）市场布局，借助芝 浦与日系大厂的紧 ...

Core Viewpoint - Yachuang Electronics announced a plan to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of share issuance and cash payment, while raising supporting funds from no more than 35 specific investors [2][3] Group 1: Transaction Details - The transaction involves natural persons such as Li Yonghong and Yang Longfei, as well as institutions like Shenzhen Hainengda Technology Development Co., Ltd. [2] - The preliminary agreement sets the transaction price for Ouchuang's 40% stake at 200 million yuan and for Yihai Nengda's 45% stake at 117 million yuan, with final prices pending audit and evaluation [2] - Prior to the transaction, the company held 60% of Ouchuang and 55% of Yihai Nengda; post-transaction, both will become wholly-owned subsidiaries [3] Group 2: Strategic Intent - The transaction aims to deepen management and synergy with the target companies, enhance the company's core competitiveness, increase business scale and profitability, optimize capital structure, and improve risk resistance [3][4] - The company commits to timely disclosure of relevant information regarding the transaction, ensuring its authenticity, accuracy, and completeness [3] Group 3: Regulatory and Governance Aspects - The transaction will not change the actual controller of the company and does not constitute a restructuring as defined by the relevant regulations [4] - The company plans to improve its corporate governance structure in accordance with legal requirements to protect the interests of the company and minority shareholders [4]

Core Viewpoint - Galaxy Magnetics (300127.SZ) plans to acquire 100% equity of Kyoto Longtai through a combination of issuing shares and cash payments, enhancing its position in the magnetic materials market, particularly in the automotive sector [1] Group 1: Acquisition Details - The company intends to issue shares at a price of 23.15 yuan per share to acquire the equity from 14 counterparties [1] - The total number of shares issued for the acquisition will not exceed 30% of the company's total share capital post-transaction [1] - The total amount of funds raised through the issuance will not exceed 100% of the payment for the asset acquisition [1] Group 2: Business Impact - The target company specializes in the research, production, and sales of permanent ferrite products, primarily used in DC motors [1] - The acquisition will allow the company to expand its product range in magnetic materials and increase its market share in the automotive sector [1] - The transaction is expected to enhance the company's ability to resist market risks through product diversification and complementary advantages [1]

Core Viewpoint - Galaxy Magnetics (300127.SZ) plans to acquire 100% equity of Kyoto Longtai through a combination of issuing shares and cash payment, enhancing its position in the magnetic materials market, particularly in the automotive sector [1] Group 1: Acquisition Details - The company intends to purchase the total equity of Kyoto Longtai from 14 counterparties, including Huachuang Ruizhe and Tang Mingxing, among others [1] - The share issuance price for the acquisition is set at 23.15 yuan per share [1] - The company will also issue shares to no more than 35 qualified investors to raise supporting funds, with the total amount not exceeding 100% of the payment for the asset acquisition [1] Group 2: Business Impact - Kyoto Longtai specializes in the research, production, and sales of permanent ferrite products, primarily used in DC motors [1] - The acquisition will allow the company to expand its product variety in magnetic materials and increase its market share in the automotive sector, enhancing its ability to resist market risks [1]

Group 1 - The company, Galaxy Magnetics (300127.SZ), plans to acquire 100% equity of Kyoto Longtai through a combination of issuing shares and cash payments to 14 counterparties [1] - The share price for the asset acquisition is set at 23.15 yuan per share [1] - The acquisition aims to enhance the company's product variety in magnetic materials, particularly in the automotive sector, where the demand for permanent ferrite materials is growing [1] Group 2 - The target company's permanent ferrite materials are primarily used in DC motors, with a significant application in the automotive industry [1] - Following the completion of the transaction, the company expects to increase its market share in the automotive product segment [1] - The company's securities will resume trading on September 29, 2025 [1]

Group 1 - The company Yachuang Electronics (301099.SZ) plans to acquire 40% equity of Ouchuangxin and 45% equity of Yihainengda through a combination of share issuance and cash payment [1] - After the transaction, Ouchuangxin and Yihainengda will become wholly-owned subsidiaries of Yachuang Electronics [1] - The preliminary transaction price for Ouchuangxin's 40% equity is set at 200 million yuan, while the price for Yihainengda's 45% equity is set at 117 million yuan, with final prices to be determined based on asset evaluations [1] Group 2 - Ouchuangxin specializes in the design, research, and development of analog integrated circuits, focusing on LED drivers and power management, with significant market share in the automotive aftermarket [2] - Ouchuangxin's products are primarily used in automotive lighting, electric two-wheelers, and home lighting markets, showcasing competitive advantages in the DC-DC constant voltage product line [2] - Yihainengda operates as a distributor and solution provider in the electronic components industry, covering various sectors including communications, automotive, industrial control, and consumer electronics [2] - Yihainengda has established long-term partnerships with leading global manufacturers, holding distribution rights for brands such as Murata, Panasonic, and Signify [2]

Core Insights - The company, Zhifei Biological, announced on September 26 that it has gained control of Chanan Biological through a capital increase, expanding its business from vaccines to the field of metabolic diseases [2] Group 1 - The company has successfully completed a capital increase to acquire a controlling stake in Chanan Biological [2] - This strategic move marks the company's expansion into the metabolic disease sector, diversifying its portfolio beyond vaccines [2]

Group 1 - The core announcement is that TaiLing Micro is progressing with the acquisition of 100% equity in Shanghai Panqi Microelectronics through a combination of share issuance and cash payment, along with raising supporting funds [1][3] - Following the announcement, due diligence, auditing, and asset evaluation processes are being actively conducted with relevant parties, indicating a structured approach to the acquisition [1][3] - Upon completion of the acquisition, Panqi Micro will become a wholly-owned subsidiary of TaiLing Micro, which specializes in high-performance analog and mixed-signal chip design, covering critical areas such as power management and signal chains [3] Group 2 - The acquisition is expected to create synergies between the technologies and market resources of TaiLing Micro and Panqi Micro, enhancing TaiLing Micro's competitiveness in the semiconductor core sector [3] - TaiLing Micro plans to convene a board meeting to review the transaction and subsequently submit it for shareholder approval, emphasizing the strategic importance of this acquisition for business upgrading [3] - The company aims to continue identifying quality targets within the industry chain and leverage capital market opportunities to enhance its overall scale and industry influence [3]

Core Viewpoint - The restructuring plan of Aopumai (688293.SH) to acquire Chengli Biotechnology has faced dissent from independent director Tao Hua'an, who believes the company currently lacks the necessity for acquisitions and has not expressed an opinion on the rationality of the merger [1][3][4] Summary by Sections Restructuring Plan - Aopumai plans to acquire 100% of Chengli Biotechnology for a total consideration of approximately 14.5 billion yuan, consisting of 7.1 billion yuan in cash and 7.4 billion yuan in shares [2][5] - The valuation of Chengli Biotechnology is set at 14.52 billion yuan, with an appraisal increase rate of 56.92% [2][6] - Aopumai aims to enhance its business model from "cell culture media + CDMO" to "cell culture media + CRDMO" through this acquisition [2][5] Independent Director's Concerns - Tao Hua'an has consistently opposed the restructuring, citing that the acquisition does not align with the company's goals of improving the profitability of cell culture products and reducing losses in the CDMO business [1][4][6] - He has raised concerns about the low capacity utilization of CDMO services, which has led to declining performance, arguing that the merger will not directly improve this situation [4][6] Financial Performance - Aopumai has experienced a decline in net profit for two consecutive years, with a significant drop in CDMO service revenue in 2024, down 25.66% and a gross margin of -25.29% [5][6] - In the first half of 2025, Aopumai reported a revenue of 1.78 billion yuan, a year-on-year increase of 23.77%, but the CDMO service still faced a gross margin of -47.53% [5][6] Future Projections - The acquisition is expected to generate an additional goodwill of 6.17 billion yuan, which will account for 15.34% of the total assets and 21.76% of the net assets attributable to the parent company by the end of 2024 [6] - Chengli Biotechnology has made performance commitments for the years 2025 to 2027, with net profits not less than 52 million yuan, 65 million yuan, and 78 million yuan respectively [6]

Core Viewpoint - Sunshine Nuohua is resuming its acquisition of Jiangsu Langyan Life Science Technology Co., Ltd. after a two-year hiatus, with a transaction value of up to 1.2 billion yuan through the issuance of shares and convertible bonds [1] Group 1: Transaction Details - The transaction involves a payment of 600 million yuan through share issuance at a price of 34.05 yuan per share, resulting in the issuance of 17,621,126 shares [2] - An additional 600 million yuan will be paid via convertible bonds, with the same initial conversion price leading to the same number of shares upon full conversion [2] - The controlling shareholder, Li Qian, has committed to a minimum net profit for Langyan Life of 74.87 million yuan in 2025, increasing annually to 131.11 million yuan by 2028, totaling at least 404.46 million yuan over the period [2] Group 2: Company Performance - Langyan Life's net profits for the years 2021-2022 were significantly lower than the projected profits for 2025-2028, with actual profits of 33.48 million yuan, 54.92 million yuan, and 47.94 million yuan reported [2] - Sunshine Nuohua is facing its first annual net profit decline since going public, with a projected net profit of 177 million yuan in 2024, down 3.98% year-on-year, and a decrease in gross margin from 56.63% in 2023 to 50.11% [3] - For the first half of 2025, Sunshine Nuohua reported revenues of 590 million yuan, a 4.9% increase year-on-year, but a net profit decline of 12.6% to 130 million yuan [3]