2025.12．14 作者 |第一财经魏中原 并购潮起潮落。临近2025年末，A股市场掀起一波引人关注的并购重组"终止潮"。自11月13日至12月13 日，已有至少20家上市公司密集公告终止或停止实施重大资产重组计划，其中不乏芯片、医药、化工、 信息技术等热门行业的代表企业。 尤其引人注目的是，多家半导体领域上市公司在近期接连"刹车"——12月12日晚，芯原股份 （688521.SH）宣布终止收购芯来智融97.0070%股权，原因是"标的公司管理层及交易对方提出的核心 诉求及关键事项与市场环境、政策要求及公司和全体股东利益存在偏差"。紧随其后，海光信息 （688041.SH）与中科曙光（603019.SH）于12月10日同步公告终止吸收合并计划，称"交易相关事项无 法在预计时间内达成一致"。思瑞浦（688536.SH）、帝奥微（688381.SH）等半导体企业也在近期相继 宣告终止并购重组。 密集的终止公告不仅反映出当前并购市场面临的共同挑战，也折射出在宏观环境变化、市场估值定价与 产业整合深化的多重背景下，交易双方在估值、条款、整合预期等方面正经历艰难博弈。 半导体成并购终止"重灾区" 第一财经记者根据Wi ...

Core Viewpoint - The A-share market is experiencing a significant wave of merger and acquisition (M&A) terminations, particularly in the semiconductor sector, reflecting challenges in the current M&A environment due to macroeconomic changes and valuation disagreements [4][6]. Group 1: M&A Termination Overview - From November 13 to December 13, 2025, at least 20 listed companies announced the termination or suspension of major asset restructuring plans, with notable companies in the semiconductor, pharmaceutical, chemical, and information technology sectors [3][6]. - Semiconductor companies have been particularly affected, with significant terminations including the halted acquisition of 97.0070% of Chip Origin's shares by Chip Origin Co., which cited misalignment of core demands with market conditions [6][7]. Group 2: Reasons for Termination - The primary reasons for M&A terminations include failure to reach consensus on core terms, immature transaction conditions, and changes in the market environment [9][10]. - Valuation discrepancies are a common issue, with buyers seeking conservative valuations while sellers demand premiums, leading to difficulties in negotiations [10][11]. Group 3: Market Impact and Reactions - The termination of major deals has led to significant stock price movements, with companies like Huaguang Information and Zhongke Shuguang experiencing stock price drops following their termination announcements [6][10]. - The market has shown volatility, with stock prices of companies involved in M&A often fluctuating significantly before and after announcements, indicating a complex interplay between market conditions and M&A activities [11].

估值定价成并购"拦路虎" 并购潮起潮落。临近2025年末，A股市场掀起一波引人关注的并购重组"终止潮"。自11月13日至12月13 日，已有至少20家上市公司密集公告终止或停止实施重大资产重组计划，其中不乏芯片、医药、化工、 信息技术等热门行业的代表企业。 尤其引人注目的是，多家半导体领域上市公司在近期接连"刹车"——12月12日晚，芯原股份 （688521.SH）宣布终止收购芯来智融97.0070%股权，原因是"标的公司管理层及交易对方提出的核心 诉求及关键事项与市场环境、政策要求及公司和全体股东利益存在偏差"。紧随其后，海光信息 （688041.SH）与中科曙光（603019.SH）于12月10日同步公告终止吸收合并计划，称"交易相关事项无 法在预计时间内达成一致"。思瑞浦（688536.SH）、帝奥微（688381.SH）等半导体企业也在近期相继 宣告终止并购重组。 密集的终止公告不仅反映出当前并购市场面临的共同挑战，也折射出在宏观环境变化、市场估值定价与 产业整合深化的多重背景下，交易双方在估值、条款、整合预期等方面正经历艰难博弈。 半导体成并购终止"重灾区" 第一财经记者根据Wind数据及相关公司公 ...

Core Viewpoint - Chip Original Co., Ltd. announced the termination of its acquisition of 97.0070% equity in Chip Lai Zhi Rong Semiconductor Technology (Shanghai) Co., Ltd. and related fundraising activities due to discrepancies between the core demands of the target company's management and market conditions, policy requirements, and the interests of the company and its shareholders [1][3]. Group 1: Transaction Details - The acquisition was initiated on August 28, 2025, with a suspension of trading on August 29, 2025, and resumption on September 12, 2025 [3]. - The transaction aimed to enhance the company's core processor IP and CPU IP capabilities, as well as improve the design flexibility and innovation of AI ASICs [3]. - Following the termination, the company committed to not planning any major asset restructuring for at least one month and will hold an investor briefing on December 18, 2025 [3]. Group 2: Company Profile - Chip Lai Zhi Rong, established in 2018, is one of the first domestic RISC-V CPU IP providers in China, with over 100 employees and a leading position in CPU IP business revenue among Chinese RISC-V IP companies in 2024 [4]. - Chip Original Co., Ltd. provides comprehensive chip customization services and semiconductor IP licensing, with a portfolio that includes six types of processor IP and over 1,600 mixed-signal and RF IPs [4]. Group 3: Financial Performance - In the first three quarters of the year, Chip Original Co., Ltd. achieved revenue of 2.255 billion yuan, a year-on-year increase of 36.64%, while the net profit attributable to shareholders was a loss of 347 million yuan, reducing the loss by 49.16 million yuan compared to the same period last year [4]. - The company signed new orders worth 1.593 billion yuan in the third quarter of 2025, a significant year-on-year increase of 145.80%, with AI computing-related orders accounting for approximately 65% [4]. - The total new orders signed in the first three quarters of 2025 reached 3.249 billion yuan, surpassing the total new orders for the entire year of 2024 [4]. Group 4: Market Position - According to industry research firm IPnest, Chip Original Co., Ltd. ranks first in China's semiconductor IP licensing market and eighth globally in 2024, with its intellectual property licensing revenue ranking sixth worldwide [5]. - The company's stock has performed exceptionally well this year, with a year-to-date increase of over 184%, bringing its total market capitalization to 78.37 billion yuan as of December 12 [5].

12月12日，开源证券副总裁、研究所所长孙金钜在"上证·大虹桥金融高质量发展大会"上发表主题演讲，系统阐述了对2026年资本市场趋势的判断。他表 示，在政策与市场的双重驱动下，并购重组预计将成为贯穿2026年全年的核心投资主线之一。 针对2026年的投资布局，孙金钜提出可沿三条主线挖掘机会：产业并购、控制权变更与国资重组。他表示，随着政策对跨界并购的适度松绑，上市公司围绕 产业转型与寻求第二增长曲线的跨行业并购有望增多。此外，湖北、安徽等地推进的国有"三资"改革可能向全国推广，资产证券化成为改革重点，相比直接 上市、REITS、ABS等其他工具，并购重组在现阶段更具优势，有望推动新一轮国资并购浪潮。 上证报中国证券网讯（刘禹希记者徐蔚）12月12日，开源证券副总裁、研究所所长孙金钜在"上证·大虹桥金融高质量发展大会"上发表主题演讲，系统阐述 了对2026年资本市场趋势的判断。他表示，在政策与市场的双重驱动下，并购重组预计将成为贯穿2026年全年的核心投资主线之一。 孙金钜表示，坚定看好并购重组成为贯穿2026年全年的核心投资主线之一，在政策持续赋能与市场机制不断完善的背景下，并购重组正持续向"新"而行。 从市 ...

Core Viewpoint - The article highlights the increasing crackdown on insider trading related to mergers and acquisitions (M&A) in China's capital market, emphasizing the importance of maintaining market order and protecting investor rights [2][10][11]. Insider Trading Cases - On December 5, the Anhui Securities Regulatory Bureau announced that Lu Xiaofeng was fined and confiscated 11.55 million yuan for insider trading [1]. - The Ningbo Securities Regulatory Bureau also penalized Zhou Wenjuan and Zhou Juanjuan for insider trading, with fines of 1.11 million yuan and 1.26 million yuan respectively [1]. - In total, 49 individuals involved in insider trading related to M&A have been penalized, amounting to 220 million yuan, which represents nearly 40% of the total number of insider trading penalties and about 30% of the total fines [2][5]. Regulatory Actions and Recommendations - Experts suggest that a robust regulatory framework is essential for a healthy M&A market, advocating for a comprehensive approach that includes prevention, monitoring, and accountability [2][12][14]. - The article stresses the need for companies to establish strict insider information management systems and to limit the number of individuals privy to sensitive information [12][14]. Impact on Market and Investor Protection - Insider trading is described as a "tumor" in the M&A market, undermining fairness and transparency, which can distort asset pricing and hinder the success of M&A transactions [10][11]. - The regulatory crackdown aims to restore market ecology, protect the rights of micro-entities, and ensure that the capital market serves the real economy effectively [11][14]. Future Directions - The article calls for the integration of advanced technologies like big data and artificial intelligence to enhance monitoring and detection of abnormal trading activities during sensitive periods of M&A [12][14]. - It emphasizes the importance of a "zero tolerance" approach to insider trading, with significant penalties to deter such behavior and maintain investor confidence in the market [10][11].

Mergers and Acquisitions - Moore Threads plans to use no more than 7.5 billion yuan of idle raised funds for cash management [3] - Tian康 Bio intends to acquire 51% equity of Qiangdu Livestock for 1.275 billion yuan [3] - Greenmeadow plans to acquire 16.38% equity of Henan Recycling Group for 400 million yuan [3] - Chongqing Water intends to acquire a sewage treatment project for 382 million yuan [3] - Enjie shares plans to acquire 100% equity of Zhongke Hualian, with stock resuming trading [3] - Rongbai Technology plans to acquire part of the equity of Guizhou Xinren and increase capital to achieve control [3] - Jiahuan Energy plans to merge with its wholly-owned subsidiary Zhejiang Jiahuan Hydrogen Peroxide Co., Ltd. [3] Financing Activities - Guangzhou Development received a registration notice for 8 billion yuan medium-term notes and 6 billion yuan short-term financing bonds [3] - Poly Development plans to issue convertible bonds to raise no more than 5 billion yuan [3] - Liaoning Chengda's 3 billion yuan medium-term notes have been approved for registration [3] - Tianyu Bio's application for issuing A-shares to specific targets in 2025 has been accepted by the Shanghai Stock Exchange [3] - Tonglian Precision's application for issuing convertible bonds to unspecified targets has been approved by the Shanghai Stock Exchange [3] Shareholding Changes - Xice Testing's actual controller plans to transfer 5% of the company's shares through an agreement [3] - China High-Tech's control is set to change, with stock suspension starting December 15 [3] Buybacks and Shareholding Adjustments - Oppein Home's actual controller and concerted actors plan to increase their holdings of company shares by 50 million to 100 million yuan [3] - Maide Medical plans to repurchase shares worth 20 million to 40 million yuan [3] - Xilong Science's private equity intends to reduce its holdings by no more than 1% of the company's shares [3] - Jincheng shares' actual controller and concerted actors plan to reduce their holdings by no more than 0.97% [3] Operational Data - China Merchants Port reported a container throughput of 17.248 million TEUs in November, a year-on-year increase of 6.4% [4] Major Investments - New Fengming plans to invest 280 million USD in a 360,000 tons/year functional fiber project in Egypt [5] - Tian Shun Wind Power plans to raise no more than 1.95 billion yuan for the expansion of the Changfeng New Energy Equipment Manufacturing Base [5] - Lei Sai Intelligent plans to raise no more than 1.144 billion yuan for core components of intelligent equipment motion control [5] - Hainan Development's subsidiary plans to invest 215 million yuan in the second phase of the Zhuhai production base [5]

Mergers and Acquisitions - *ST Bosen has terminated the plan to sell 35% equity of Shaanxi Bosen due to failure to reach agreement on key terms [1] - Chongqing Water intends to acquire wastewater treatment project assets for 382 million yuan [2] - Rongbai Technology plans to use 342 million yuan to acquire 54.9688% of Guizhou Xinren and will increase its capital by 140 million yuan [3] - Greeenmei intends to acquire 16.38% equity of Henan Recycling Group for 400 million yuan [4] Shareholding Changes - Xilong Science's major shareholder plans to reduce holdings by up to 1% [5] - Dream Lily's major shareholder intends to reduce holdings by up to 1% [6] - Jincheng Co., Ltd. plans to reduce holdings by up to 0.97% [7] Risk Matters - Bestme's actual controller has been released on bail [8] - Chaoxun Communication received a warning letter from Guangdong Securities Regulatory Commission for various issues [9] - *ST Huke has been filed for suspected violations of information disclosure [10]

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the draft of the "Regulations on the Supervision and Administration of Listed Companies," marking the first administrative regulation for listed company supervision in China, aimed at enhancing governance, information disclosure, mergers and acquisitions, and investor protection [1][7]. Group 1: Governance Requirements - The draft establishes a dedicated chapter on corporate governance, focusing on the governance structure, articles of association, and the roles of controlling shareholders and executives, thereby enhancing accountability and oversight [2][7]. - It emphasizes the responsibilities of independent directors and the board secretary, aiming to strengthen internal supervision mechanisms within companies [2][7]. Group 2: Mergers and Acquisitions - The draft enhances support for mergers and acquisitions by clarifying definitions, qualifications for acquirers, and disclosure standards for equity changes, while also refining the requirements and procedures for major asset restructurings [3][7]. - It aims to ensure that financial advisors play a crucial role in overseeing mergers and acquisitions, thereby facilitating industry upgrades [3][7]. Group 3: Combating Illegal Activities - The draft intensifies the crackdown on illegal activities, particularly financial fraud, by reinforcing regulations on related-party transactions and requiring companies to establish robust internal control systems [4][5]. - It prohibits major shareholders from misappropriating company funds and sets legal responsibilities for those involved in fraudulent activities, aiming to dismantle the "ecosystem" of fraud [4][5]. Group 4: Investor Protection - A dedicated chapter on investor protection is included, mandating companies to enhance investment value and prevent market manipulation, while also improving cash dividend and share buyback mechanisms [6][7]. - The draft requires companies undergoing voluntary delisting to provide cash options or other legal measures to protect dissenting shareholders [6][7]. Group 5: Timeliness of Regulation - The introduction of the draft is timely, given the increasing number of listed companies in China and the need for improved governance and oversight mechanisms to enhance company quality [7]. - The draft aims to fill the regulatory gap between existing laws and the rules set by the CSRC and stock exchanges, promoting high-quality development of listed companies [7].

证券日报网讯 12月12日，安孚科技（603031）在互动平台回答投资者提问时表示，公司始终致力于为 股东创造长期价值，对于涉及象帝先的并购重组等投资事宜，公司将结合市场环境、公司财务状况及战 略规划等多方面因素综合研判，审慎评估并制定最适合的策略。相关信息请以公司正式公告为准。 ...