编者按 近年来，作为推动传统产业整合、传统企业提质、战略性新兴产业快速壮大的重要手段，"并购重组"正获得越来越多政府部门和市场主体的认可与支持。 2024年，新"国九条""科创板八条""并购六条"相继发布，并购重组活力率先在资本市场被激活，并向全国各省、各产业快速蔓延，重点产业并购案例不断 涌现。 为更好释放并购重组价值，大河财立方开设"并购汇"栏目，报道追踪并购重组市场动态，纵深研究新政策，拆解新模式，剖析新案例，直面新问题，打造 全国影响力。 【大河财立方 记者 吴春波】2025年4月22日，全球矿业市场迎来一则重磅交易——中国矿业巨头洛阳栾川钼业集团股份有限公司（以下简称洛阳钼业）公 开宣布，将以5.81亿加元（约合人民币30亿元）全现金方式收购加拿大多伦多交易所上市公司Lumina黄金（TSXV:LUM）100%股权。 此消息一经发布，洛阳钼业A股股价当日涨4.05%、H股涨9.58%。在全球黄金价格持续强势的背景下，此次收购"精准卡位"特征明显，将进一步完善洛阳 钼业的全球资产布局和产品布局。 收购标的情况： 金平均品位0.55g/t，内蕴黄金金属359吨 Cangrejos金矿属于典型的斑岩型金矿 ...

并购重组跟踪（十七） 证券分析师：陈刚 执业证书编号：S0600523040001 邮箱：cheng@dwzq.com.cn 研究助理：孔思迈 执业证书编号：S0600124070019 邮箱：kongsm@dwzq.com.cn 2025年4月28日 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 目录 证券研究报告 1、上周并购动态回顾 2、风险提示 2 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 1. 上周并购动态回顾 注：上周为4.21-4.27，（如无特殊说明）后文同 3 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 一：政策更新 ✓ 中国人民银行等四部门印发《上海国际金融中心进一步提升跨境金融服务便利化行动方案》，提出支持 具备条件的银行参照国际惯例，探索研究在 ...

Group 1 - The National Enterprise Win ETF (159719) has seen a recent increase of 0.54%, with a latest price of 1.49 yuan, and a cumulative increase of 1.58% over the past two weeks as of April 25, 2025 [1][3] - The ETF has a turnover rate of 1.98% and an average daily trading volume of 17.98 million yuan over the past year, indicating strong liquidity [1] - The management fee for the ETF is 0.25% and the custody fee is 0.05%, making it the lowest among comparable funds [1] Group 2 - The State-owned Assets Supervision and Administration Commission (SASAC) emphasized the importance of state-owned enterprises (SOEs) in China's economy during a recent seminar, highlighting the need for theoretical research to address significant practical issues [1] - Analysts from Huafu Securities believe that in 2025, central SOEs may benefit from debt reduction and mergers and acquisitions, as well as from insurance capital entering the market and valuation restructuring opportunities [1] Group 3 - The CSI Guangdong-Hong Kong-Macao Greater Bay Area Development Theme Index (931000) has decreased by 0.82%, with mixed performance among constituent stocks [3] - The top-performing stocks include Dazhenglin (603233) with a rise of 5.70% and Gree Electric (000651) with an increase of 3.07%, while the worst performers include Oppein Home (603833) down 5.62% [3] - The Greater Bay Area ETF (512970) has also seen a decline of 0.69%, with a latest price of 1.15 yuan [3] Group 4 - The National Enterprise Win ETF closely tracks the FTSE China National Enterprise Open Win Index, which consists of 100 constituent stocks, including 80 A-share companies and 20 Chinese companies listed in Hong Kong [3] - The top ten constituent stocks of the index are predominantly state-owned enterprises, including China Petroleum, China Petrochemical, and China Construction [3][5]

Group 1 - The report highlights the release of Guangzhou's "Mergers and Acquisitions Ten Articles," aiming to promote industrial development through mergers and acquisitions, targeting at least 60 deals by 2027 [3][35][38] - In the recent period, eight companies disclosed significant restructuring events, maintaining the same level as the previous period, with an equal number of companies involved in changes of actual controllers [3][12] - The restructuring index fell by 5.68%, underperforming compared to the Shanghai Composite Index (-3.37%) and the CSI 300 (-4.21%), while slightly outperforming the CSI 1000 (-6.48%) [3][25][29] Group 2 - The report analyzes key merger cases, including the acquisition of New潮传媒 by 分众传媒, valued at 8.3 billion yuan, which aims to integrate high-end urban resources with community resources in lower-tier cities [4][12] - The acquisition of 映日科技 by 呈和科技, valued at 1.8 billion yuan, focuses on technological synergy in the high-performance sputtering target materials sector, enhancing competitiveness in the display industry [4][12] - 湖南发展 plans to acquire four hydropower companies, increasing its installed capacity to 778,000 kilowatts, aligning with national carbon neutrality goals and enhancing operational synergy [5][12] Group 3 - The report identifies investment opportunities based on the "12218" industrial map, including strategic industry clusters such as 广汽集团 and 冠昊生物, and modern service industries like 广电计量 and 山水比德 [6][12][35] - The report emphasizes the encouragement of mergers and acquisitions in the biopharmaceutical and sports sectors, with various government departments advocating for financial support for these initiatives [35][36][38] - The report outlines the strategic focus on integrating upstream and downstream assets in key industries, aiming for significant mergers and acquisitions to enhance technological capabilities and market competitiveness [38]

Group 1 - The recent meeting of the Central Political Bureau emphasized the need to "continuously stabilize and activate the capital market," reflecting a more proactive policy stance compared to previous statements focused solely on stability [1][2] - The capital market is seen as a strategic component in the overall economy, with its stability crucial for improving market expectations, boosting investor confidence, and promoting consumption and investment, especially during economic restructuring [1][2] - Experts suggest that an active capital market can lower financing costs and enhance capital allocation efficiency, thereby better serving the real economy [3][4] Group 2 - Various government departments and market participants have taken measures to maintain market stability in response to global financial market impacts, demonstrating the adequacy of policy tools and the ongoing optimization of market stabilization mechanisms [2] - The meeting indicated a commitment to further reforms aimed at facilitating the entry of long-term funds into the market, which is expected to enhance market vitality and attract more investment [3][4] - Recommendations include optimizing listing and financing systems for quality tech companies, enhancing strategic reserves for market stability, and encouraging mergers and acquisitions to improve the quality of listed companies [3]

Mergers and Acquisitions - Xinlaifu plans to acquire 100% of Jin Nan Magnetic Materials, with the transaction expected to constitute a major asset restructuring. The company aims to strategically expand its business boundaries and achieve deep industry chain collaboration through the integration of core technologies in permanent and soft magnetic materials, as well as powder metallurgy [1] - Deep Keda intends to purchase 16.92% of Xianma Technology for 47.376 million yuan, which will increase its ownership to 80.92%. Xianma Technology is noted for having the highest gross margin and profitability within the company's consolidated financial statements [2] - Zhongrun Optical plans to use its own funds and part of the raised funds to acquire 51% of Dais Optoelectronics for a total of 158 million yuan. This acquisition will allow for shared market channels and customer resources, enhancing technological collaboration and achieving complementary advantages [3] Performance Disclosure - Gree Electric reported a revenue of approximately 189.164 billion yuan for 2024, a year-on-year decrease of 7.26%, while net profit attributable to shareholders increased by 10.91% to 32.185 billion yuan. The company has diversified its product categories, achieving strong retail performance [4] - Luzhou Laojiao announced a revenue of 31.196 billion yuan for 2024, a year-on-year increase of 3.19%, with a net profit of 13.473 billion yuan, up 1.71%. The company emphasizes its marketing strategy focused on digital innovation and efficient collaboration [5] - China Power Construction reported a revenue of 633.685 billion yuan for 2024, a 4.07% increase, but net profit decreased by 7.21% to 12.015 billion yuan. The company highlights steady operational improvements and compliance in its business practices [6] Share Buybacks - Lian Ce Technology plans to repurchase shares worth between 10 million and 20 million yuan, with a maximum repurchase price of 40 yuan per share, intended for employee stock ownership plans or equity incentives [7] - Zhenhua Heavy Industry intends to repurchase shares worth between 50 million and 100 million yuan, with a maximum price of 6.93 yuan per share, for the purpose of cancellation and reducing registered capital [9] - Wanxing Technology's actual controller proposed a share buyback of 25 million to 50 million yuan, to be executed through centralized bidding for future employee stock ownership plans or equity incentives [10]

Core Viewpoint - A total of 16 A-share listed companies disclosed their latest merger and acquisition announcements this week, with New Life proposing to acquire 100% of Jin Nan Magnetic Materials and set to resume trading on Monday [1][3]. Group 1: Company Announcements - New Life plans to acquire 100% of Jin Nan Magnetic Materials, with stock resuming trading on April 30 [3]. - Deep Science and Technology intends to acquire 16.92% equity of its subsidiary, Linma Technology, for 47.376 million yuan [3]. - Sunshine Nuohua aims to purchase 100% equity of Langyan Life Science, leading to a stock suspension [3]. - Longqi Technology's wholly-owned subsidiary plans to acquire 100% equity of Huizhou Longhe [3]. - Jun Cheng Technology is set to acquire 40% equity of Xintongda Electronics [3]. - Jingwei Co. plans to acquire 85% equity of Ruixiang Photovoltaics for 8.1952 million yuan [3]. - Shibu Testing intends to acquire 81% equity of Zhonghuan Lianshu [3]. - Daon Co. plans to acquire 100% equity of Anhui Bost for 33 million yuan [3]. - Yicheng New Energy aims to acquire 80% equity of an energy storage company and increase its capital [3]. - Jizhong Energy plans to acquire 20.02% equity of Duanwang Coal Industry from Jianxin Investment for 898 million yuan [3]. - Yaxiang Co. intends to purchase 10% equity of Centrome Inc. for 30 million USD [3]. - Zhongchu Co. is acquiring 100% equity of Guangzhou Freight Forwarding and Shouyang Company [3]. - Yuanshang Co. plans to acquire 60% equity of Wuhan Hechuan You [3]. - Zhishang Technology intends to acquire control of Hengyang Data, with stock resuming trading [3]. - Xincheng Technology plans to acquire 96.96% equity of Tianyi Enhua, with stock resuming trading [3]. - Furui Co. aims to acquire 96.2% equity of Furui Hui [3].

Investment Rating - The industry investment rating is "Maintain Increase" [6] Core Viewpoints - The report highlights that the media sector is expected to benefit from AI applications, IP monetization, and mergers and acquisitions. The focus is on new applications mapping investments and data tracking for mature applications, particularly in the multimodal industry direction. IP monetization is centered on companies with IP advantages and full industry chain potential, with opportunities in trendy toys and film content. Mergers and acquisitions are particularly focused on state-owned enterprises, as there is a clear demand for state-owned enterprises to enhance their market value under the guidance of the State-owned Assets Supervision and Administration Commission [1][2][3] Summary by Sections Market Overview - The media sector saw a slight increase of 0.14% during the week of April 21-25, 2025. The top-performing sectors included comprehensive finance (5.06%), automotive (4.98%), and power equipment and new energy (3.09%). The bottom sectors were real estate (-1.20%), consumer services (-1.34%), and food and beverage (-1.42%) [10][11] Sub-sector Insights - Key focus areas include: 1. Resource integration expectations: Zhongshi Media, Guoxin Culture, Guangxi Broadcasting, Tangde Film and Television, Jishi Media, Youzu Network 2. AI applications: Rongxin Culture, Aofei Entertainment, Tom Cat, Shengtian Network, Chinese Online, Yidian Tianxia, Visual China, Shengtong Co., Jiao Dian Technology, Dou Shen Education, Shiji Tianhong, Jiafa Education 3. Gaming: Strongly recommended companies include Shenzhou Taiyue, Kaiying Network, Giant Network, and Jibite, with additional focus on Perfect World, ST Huatu, Ice River Network, and Huali Technology 4. State-owned enterprises: Ciweng Media, Wanxin Media, Zhongwen Media, Southern Media, Kaiwen Education, and Dasheng Culture 5. Education: Xueda Education 6. Hong Kong stocks: Alibaba, Tencent Holdings, Pop Mart, and the emerging Fubo Group, along with K12 education leader New Oriental and regionally strong companies like Sikaole Education and Zhuoyue Education [2][18] Key Events Review - The State Council approved a plan to accelerate the opening up of the service industry, emphasizing the upgrade of the gaming "going global" strategy. This includes nurturing the entire industry chain from IP incubation to global distribution and localized operations. The report indicates that the actual sales revenue of Chinese self-developed games in overseas markets reached $18.557 billion in 2024, marking a year-on-year growth of 13.39% [3][18] Data Tracking - The domestic film market's total box office for the week of April 21-25 was approximately 121 million yuan, with the top three films being "Nezha: The Devil's Child" (36 million), "Sunshine Flowers" (17 million), and "Detective Chinatown 1900" (14 million) [20][22]

Core Viewpoint - The strategic merger and acquisition (M&A) of Guangzhou Xinlaifu New Materials Co., Ltd. (301323.SZ) aims to enhance its competitive edge and market presence in the functional materials sector, showcasing the company's proactive approach to future growth opportunities [2][4]. Group 1: Strategic M&A Overview - Xinlaifu plans to integrate Jin Nan Magnetic Materials' core technological advantages in permanent and soft magnetic materials, as well as PM powder metallurgy, to strategically expand its business boundaries and achieve deep industry chain collaboration [3][6]. - The merger is expected to significantly enhance Xinlaifu's market coverage and core competitiveness in the functional materials sector, while also expanding its "smile curve" [3][4]. Group 2: Financial Performance and Projections - In 2024, Xinlaifu's sales volume of adsorption functional materials is projected to exceed 24 million square meters, with a revenue of 886 million yuan, reflecting a year-on-year growth of 14.94% [4]. - The acquisition is anticipated to nearly double the combined annual revenue of the listed company and increase net profit by over 50% post-merger [7]. Group 3: Complementary Advantages - The merger is characterized by complementary strengths, allowing for a comprehensive integration of resources, which is expected to enhance market competitiveness and optimize the value chain [6][7]. - Xinlaifu will leverage Jin Nan's established market presence in home appliances, automotive, and new energy sectors to accelerate market penetration and resource sharing [6][7]. Group 4: Cultural and Operational Synergy - Both companies share similar cultural foundations and development philosophies, which are expected to facilitate a smooth integration process post-acquisition [7]. - The integration of procurement systems is projected to enhance bargaining power with suppliers, reduce costs, and improve overall profitability [7].

Group 1 - The recent surge in M&A activities in the A-share market has been notable, with 14 companies disclosing their M&A progress this week [1] - Zhishang Technology plans to acquire 99.8583% of Hengyang Data's equity, with a valuation range of 1.15 billion to 1.3 billion yuan for 100% equity [1] - Hengyang Data specializes in intelligent computing and data processing solutions, aiming to enhance Zhishang Technology's strategic layout in data communication and intelligent computing [1] Group 2 - Xincheng Technology announced its intention to acquire 96.9628% of Tianyi Enhua's equity, combining cash and stock issuance for the transaction [2] - This acquisition is expected to strengthen Xincheng Technology's competitive edge in cloud computing and expand its business scope in new technology fields such as blockchain and artificial intelligence [2] Group 3 - Sunshine Nuohe intends to acquire 100% of Jiangsu Langyan Life Science Technology Co., Ltd. through stock issuance and convertible bonds [3] - Langyan Life focuses on drug research and development, particularly in high-difficulty generic drugs and innovative drug development [3]