将投中网设为"星标⭐"，第一时间收获最新推送 "最好的总会在最不经意的时候出现。" 整理丨 纪佳文 来源丨 投中网 "在融资、投资、退出严重负向螺旋的情况下，这个行业的生态已经发生了一些重大的变化。" 联创资本创始合伙人、董事长韩宇泽用"负向螺旋"形容当下中国的股权投资行业。围绕中国股权投资的破解之道，他提出，可以通过恢复 IPO 常态 化、借鉴美国"激活并购重组与降低科技类企业上市的门槛"的经验，以及发展并购基金等方式，来打破股权投资冰点期。 4 月 16 日，由投中信息、投中网共同主办的第 19 届中国投资年会 · 年度峰会在中关村国际创新中心隆重召开。活动现场，联创资本创始合伙人、董 事长韩宇泽发表了题为 " 放宽并购重组，激活创业投资 " 的主题演讲。 以下为现场演讲实录，由投中网进行整理： 大家下午好！还是非常高兴受投中的邀请，能够与在座的同行一起交流探讨我们所处的困境。 当下的中国股权投资应当是处在一个低迷期，甚至可以说是冰点期，我们如何打破这个困境？谈一些研究和想法，我们一起来探索。 中国股权投资的困境 2023 年过会的并购重组家数仅仅是 25 家，相当于中国股权投资并购的高峰期（ 2016 ...

Summary of Conference Call on Aerospace and Defense Industry Industry Overview - The conference call focused on the aerospace and defense industry, particularly in the context of recent market trends and investment opportunities related to military advertising and budget increases, specifically a 7.2% growth in military spending [1][2]. Key Points and Arguments - The aerospace and defense industry index has seen a growth of 7.71%, outperforming the national defense and military industry index by over 10 percentage points, indicating a significant recovery in this sector [2]. - The price-to-earnings (PE) ratio for the aerospace and defense industry index reached 50.76 times by the end of February, reflecting a 3.75 increase from the end of 2024, which is still considered low historically [2]. - Major state-owned enterprises in the aerospace and defense sector emphasized the importance of adhering to military strengthening guidelines and enhancing digital transformation during their 2025 work conferences [3]. - New orders in the aerospace and defense sector are expected to recover, with companies like Guokai Military Industry and LIG Navigation reporting significant new contracts, indicating a potential rebound in demand for missiles and smart munitions [4]. - The long-term revenue and net profit growth prospects for most companies in the aerospace and defense sector remain strong, supported by stable downstream demand [5]. - The military trade sector is highlighted as a critical area of focus, especially for missile and smart munitions, which have gained importance in recent global conflicts [5][6]. - The ongoing restructuring and mergers among state-owned enterprises are expected to enhance resource allocation and improve competitiveness in the aerospace and defense industry [7]. - The high growth potential in the aerospace and defense sector suggests that companies with strong performance and high productivity are likely to maintain elevated valuation levels [8]. Additional Important Insights - Companies involved in commercial aerospace, intelligent driving, and artificial intelligence are recommended for investment due to their intersecting business opportunities with the aerospace and defense sector [9]. - Attention is drawn to companies offering high cost-performance ratios in their products, such as low-cost rockets and munitions, which are expected to achieve economies of scale post-industrialization [9]. - Companies that can leverage mergers and acquisitions for market expansion and innovation are likely to see special premiums in their market valuations [10]. This summary encapsulates the key insights and projections regarding the aerospace and defense industry, emphasizing the potential for growth and investment opportunities in the coming years.

Summary of the Conference Call for Minshida Company Industry and Company Overview - The conference call pertains to Minshida Company, which operates in the electrical insulation and honeycomb core materials sectors. The company reported strong performance in Q1 2025, continuing the positive trend from 2024 despite the impact of the Spring Festival [3][4]. Key Points and Arguments - **Q1 2025 Performance**: Minshida achieved further breakthroughs in Q1 2025, with growth in both electrical insulation and honeycomb core materials. The revenue distribution across various sectors remained stable at approximately 28% [3][4]. - **Gross Margin Improvement**: The overall gross margin increased to 39%, primarily due to a significant rise in sales of para-aramid fibers (BIT). The sales of meta-aramid fibers remained relatively stable, but BIT's strong performance contributed significantly to the margin improvement [4][6]. - **Overseas Market Growth**: The overseas market accounted for nearly 30% of total revenue, with Europe showing robust growth of about 40% year-over-year. The Asia-Pacific and Russian markets also recovered well, while North and South America are actively expanding new business [4][7]. - **Military Sector Orders**: The military sector saw a decrease in order delivery volume in Q1 due to specific scheduling arrangements, not a reduction in order quantity. The delivery of military orders is subject to strict timelines [4][9]. - **Production Capacity**: The company operated at full capacity of 2,400 tons in Q1, but revenue was lower than in Q4 due to the Spring Festival and other international holidays. Q4 profits were lower due to year-end bonuses and increased operational costs [4][13]. - **Electric Vehicle Business Growth**: The electric vehicle segment experienced growth rates of approximately 20% to 30%. The aerospace honeycomb core materials saw lower growth, primarily due to delivery timing, although orders remained steady [4][15]. - **Export Business Performance**: The export business performed strongly, with an increase in transformer revenue contributing to the growth in overseas sales, particularly in Europe, covering applications such as wind power, electrical equipment, and computing servers [4][18]. - **Accounts Receivable Management**: Accounts receivable mainly involve customer payment terms, with the longest term being three months. The company has maintained strict control over payment periods, with no bad debts reported since its establishment [4][19]. - **Raw Material Prices**: In Q1 2025, raw material prices remained stable without significant fluctuations [4][20]. - **M&A Activities**: Ongoing M&A projects are in progress, but negotiations are challenging due to favorable market conditions affecting valuations [4][24]. - **Revenue Growth Guidance**: The company is confident in achieving better performance in 2025, with a target revenue growth of 20% to 30% set last year, which is viewed as a baseline goal rather than an absolute growth rate [4][25]. Additional Important Information - **Impact of U.S. Tariff Policies**: The company is currently monitoring U.S. tariff policies, which could affect supply chain arrangements, particularly for transformer and honeycomb core customers located globally [4][8]. - **New Fiber Production Line**: The new fiber production line will focus on orders primarily in the civil aviation and military sectors, aiming to enhance efficiency and stability [4][17]. - **Commercial Aerospace Involvement**: The company supplies products to the commercial aerospace sector, although this is a niche market categorized under honeycomb core applications [4][12].

Group 1 - The number of mergers and acquisitions (M&A) has doubled compared to the same period last year, with significant activity in sectors such as semiconductors, biomedicine, components, software, and information equipment [1][3] - M&A activities are beneficial for promoting industrial upgrades, creating complementary advantages, and facilitating centralized development [1][4] - Companies are leveraging M&A to gain richer resources, including talent, technology, and capital, while transforming traditional business models from scale enterprises to technology-driven firms [4] Group 2 - North Self Technology plans to acquire 100% equity of Suike Intelligent through a combination of share issuance and cash payment, focusing on smart logistics systems and equipment [1] - New Lai Fu has announced a suspension of trading as it prepares to issue shares and pay cash for asset acquisition, with a plan to disclose details by April 28, 2025 [2] - Hailanxin is actively progressing its acquisition of Hainan Hailan Huanyu Ocean Information Technology Co., Ltd., with due diligence and other preparatory work underway [2] Group 3 - Huafeng Chemical aims to acquire 100% equity of Huafeng Synthetic Resin and Huafeng Thermoplastic for a total price of 6 billion yuan, which will help expand its business and achieve sustainable development [3] - The current wave of M&A is characterized by a high proportion of technology-themed transactions, with diverse funding sources including state-owned, private, and foreign capital [4] - Some companies have terminated their M&A plans due to failure to reach consensus on commercial terms, as seen with Meijin Energy [5][6] Group 4 - Baota Industrial has decided to terminate its asset acquisition and make significant adjustments to its original M&A plan due to uncertainties regarding subsidy recovery for a renewable energy project [6] - The termination of M&A plans may disrupt a company's strategic objectives, necessitating a reassessment of market conditions and future risks [7]

近一年，A股市场披露重大资产重组计划245单，涉及金额1.01万亿元，分别同比增长89.92%和223.91% 一年前，"并购重组"这一关键词在《国务院关于加强监管防范风险推动资本市场高质量发展的若干意 见》（以下简称"新'国九条'"）中被重点提及，使之成为支持上市公司注入优质资产、提升投资价值的 有力助推器。 据数据统计（全文数据来源），自2024年4月12日至今，A股市场新增披露245单重大资产重组计划，涉 及金额合计达1.01万亿元，分别同比增长89.92%和223.91%。 川财证券首席经济学家、研究所所长陈雳在接受《证券日报》记者采访时表示，展望未来，政策将进一 步强化对上市公司并购重组的支持，并购重组也有望成为上市公司市值管理的重要手段之一。同时，随 着我国经济转型升级进一步深化，上市公司并购重组意愿将不断提升，预计上市公司并购重组市场有望 继续保持活跃。 多方面举措加持 一年间，在新"国九条"指引下，从国家到地方，一系列配套政策举措接连落地，进一步完善"1+N"政策 体系，为资本市场并购重组带来了前所未有的发展机遇。与此同时，上市公司充分发挥主体作用，积极 投身并购重组浪潮，借力实现业务拓展、技 ...

| 泰蒙科技 | 4月7日 | 拟发行股份购买泰豪军工27. | | --- | --- | --- | | 致尚科技 | 4月7日 | 拟购买恒扬数据控制 | | 证券简称 | 公告目期 | 具体内 | | --- | --- | --- | | 新来福 | 4月13日 | 拟购买广州金南磁性材料10 | | 卧龙地产 | 4月11日 | 拟出售上海矿业90%股权 | | 概伦电子 | 4月11日 | 拟购买锐成芯微100%股权及纳能微 | | 华峰化学 | 4月11日 | 拟60亿元收购华峰合 | | 吉峰科技 | 4月10日 | 控股股东筹划公司控制权变更 | | 三只松鼠 | 4月10日 | 拟收购松鼠爱折扣60%股 | | 英力股份 | 4月9日 | 拟购买优特利能源控制 | | 分众传媒 | 4月9日 | 拟收购新潮传媒100%股7 | | 天汽模 | 4月9日 | 拟现金收购东实股份50%股权 | | 迅捷兴 | 4月9日 | 拟收购嘉之宏100%股权 | | 究矿能源 | 4月8日 | 拟140.66亿元收购1 | | 晶科科技 | 4月8日 | 拟收购Sweihan Solar Holdin ...

制图：佘诗婕 一家科创板上市公司欲开启并购重组路。 近期，呈和科技股份有限公司（下称"呈和科技"，688625.SH）发布公告称，公司及关联方正在筹划以现金方式收购芜湖映日科技股份有限公司（下称"映 日科技"）合计不低于51%股权。 本次交易完成后，公司将实现对标的公司的控股，预计将构成重大资产重组。 据悉，呈和科技和映日科技在化学合成工艺领域高度协同，双方合作有助于呈和科技快速切入显示行业，加快业务拓展。 星标 ★ IPO日报 精彩文章第一时间推送 呈和科技成核剂产品具有提升显示面板材料性能的作用，能够应用于显示相关材料及组件。公司实现对标的公司的控股后，可在客户资源共享、品牌影响 力相互促进等方面发挥协同效应，有助于公司快速切入显示行业，加快业务拓展。 业务协同 据悉，呈和科技成立于2002年1月，位于广州白云区，2021年在上交所科创板上市。 具体来看，标的公司的蒸镀材料新业务与呈和科技主营产品同属于高分子有机材料，在化学合成工艺上与呈和科技有高度协同性。呈和科技在有机合成、 高分子材料制备等方面技术成熟，双方合作可以实现技术上的优势互补，共同攻克显示领域有机材料在制备和应用中的技术难题，加快标的公司在 ...

Core Viewpoint - The announcement of a major asset restructuring by Xunjiexing (688655.SH) comes at a time when the company is facing its first loss since its listing, raising market concerns about the timing and effectiveness of the acquisition strategy [2][8]. Company Summary - Xunjiexing plans to acquire 100% equity of Shenzhen Jiazhihong Electronics Co., Ltd. through a combination of cash and share issuance, along with raising matching funds [2][3]. - The company has experienced a continuous decline in net profit since 2021, culminating in a loss in 2024, which raises questions about the potential success of the acquisition in improving financial performance [2][8]. - The acquisition target, Jiazhihong, reported revenues of 307 million yuan in 2023 and 491 million yuan in 2024, with net profits of 9.10 million yuan and 19.87 million yuan respectively, indicating strong growth and the potential to surpass Xunjiexing's revenue in 2024 [4]. Industry Context - The PCB industry is highly competitive, with over 40 listed companies in the A-share market, and Xunjiexing's gross margin has been declining from 26.50% in 2021 to 18.33% in 2024 [6][9]. - Despite the ongoing losses, Xunjiexing is expanding its production capacity, with three production bases aimed at providing comprehensive PCB services, although this has not prevented the decline in gross margins [8][9]. - The company's asset-liability ratio has increased from 23.80% in 2021 to 40.40% in 2024, indicating rising financial risk amid aggressive expansion efforts [9].

Group 1: Mergers and Acquisitions - The company is actively exploring merger and acquisition opportunities that align with its development strategy and will disclose any significant plans in accordance with legal requirements [2][3] - There are rumors regarding a mandatory industry merger by the end of December 2025, which the company has not confirmed but continues to explore relevant opportunities [3] Group 2: Future Growth Drivers - Future profit growth will be driven by project development and equity investment, focusing on clean energy sectors such as solar, wind, and hydropower [3] - The company aims to optimize its power structure and layout, expanding into emerging industries to create new profit growth points [3] Group 3: Shareholder Commitments - The major shareholder, Ningde Guotou, has committed to injecting assets from Guodian Xiapu Yanting Wind Power and Huadian Ningde Power into the company by December 31, 2025, under certain conditions [3] - The commitment includes ensuring that the assets are legally clear and profitable over the last two years, with plans for market-based transactions [3] Group 4: Market Value Outlook - The company aims for high-quality development, with a long-term goal of increasing its market value beyond 10 billion [2]

Core Viewpoint - Guosen Securities is acquiring 96.08% of Wanhe Securities for a total consideration of 5.192 billion yuan, with the transaction aimed at leveraging the benefits of the Hainan Free Trade Port policy [1][2][3] Group 1: Transaction Details - Guosen Securities will issue 604 million shares at a price of 8.60 yuan per share to acquire the stake, resulting in a total transaction value of 5.192 billion yuan [1] - The valuation of 100% of Wanhe Securities is assessed at 5.404 billion yuan, with the acquisition price reflecting a 96.08% stake [1] - Post-transaction, Guosen Securities' total share capital will increase from 9.612 billion shares to 10.216 billion shares [1] Group 2: Company Background - Guosen Securities was established on June 30, 1994, with a registered capital of approximately 9.612 billion yuan, focusing on wealth management, investment banking, and asset management [2] - The company reported revenues of 23.818 billion yuan, 15.876 billion yuan, and 17.317 billion yuan for 2021 to 2023, with net profits of 10.115 billion yuan, 6.088 billion yuan, and 6.427 billion yuan respectively [2] Group 3: Strategic Implications - The acquisition is expected to enhance Guosen Securities' competitive position by integrating Wanhe Securities' resources and leveraging its presence in the Hainan Free Trade Port [3] - The transaction aligns with the current trend of consolidation in the securities industry, as the government encourages mergers and acquisitions among leading firms to boost competitiveness [3]