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]

以下文章来源于环球老虎财经app ，作者张博然、汪鹏 环球老虎财经app . 让你成为战胜市场的人 作者 | 张博然、汪鹏 来源 | 环球老虎财经app 导 语： 对于公司治理存在的问题，受让方安吉以清已有所准备。各方将共同启动对上市公司 董事会及管理层改组换届工作。 中益仁 资本实控人 金亚伟拿下首个 A 股上市 平台。 6 月 3 日 晚间 ，国内地板龙头企业菲林格尔突发公告，宣布公司 实控人丁福如及其一致行 动人 将所持有的 8887.29 万股 公司股份协议转让给 安吉以清科技合伙企业（有限合伙） （以下简称 " 安吉以清 " ） ，本次转让价格为 7.88 元 / 股，合计总价约为 7 亿元。 据披露，若股权 转让完成后，安吉以清实际控制人金亚伟 将 合计拥有上市公司 25% 的股 份及该等股份对应的表决权 ，原 实际控制人丁福如及其一致行动人将合计拥有上市公司 19.56% 的股份对应的表决权 。因此， 菲林格尔 实际控制人将由丁福如变更为安吉以清的 实际控制人金亚伟。 从公司公告来看， 金亚伟 具有丰富的金融从业经验，曾 担任房利美资本市场投资组合管理 部资深投资组合经理 、 中国人民银行国家外 ...

Group 1 - A listed company on the ChiNext board has announced an asset acquisition plan to acquire 89.7145% of a technology company's shares through a combination of issuing shares and cash payment, aiming to drive strategic transformation [1] - The company faced significant performance decline after its IPO in 2022, with net profit dropping from 1.29 billion yuan in 2022 to 459.6 million yuan in 2024, a cumulative decline of 64% [1] - Despite revenue growth in 2023 and 2024, net profit saw a substantial decrease of 40.33% and 40.13% respectively, indicating a troubling trend for investors [1] Group 2 - The phenomenon of companies experiencing performance decline post-IPO is not uncommon in the A-share market, raising concerns about potential financial manipulation or fraud prior to listing [2] - Regulatory bodies and market participants must take this issue seriously to protect investor interests and maintain market integrity [2] - The decline in performance may not solely be attributed to pre-IPO financial misrepresentation, as changes in the operating environment can also play a role [2] Group 3 - Recommendations for improving regulatory mechanisms include establishing a special regulatory system for companies with performance declines post-IPO, with clear quantitative standards for identifying such cases [3] - Investigations should focus on whether there was any pre-IPO financial manipulation or fraud, and if confirmed, escalate to fraud investigations [3] - Strict penalties should be imposed on companies found guilty of financial fraud or false disclosures, including potential delisting and criminal prosecution [3]

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]

截至2025年6月9日 13:02，中证软件服务指数强势上涨1.12%，成分股用友网络上涨5.62%，卫宁健康上涨4.19%，财富趋势上涨4.15%，石基信息、三六零等 个股跟涨。软件ETF(159852)上涨1.01%。 消息面方面，工业和信息化部6月6日主持召开部两化融合工作领导小组会议，听取两化融合领域重点工作汇报，审议《工业和信息化部信息化和工业化融合 2025年工作要点》，研究部署推进两化融合的思路举措。会议要求，要加快提升软硬件产品供给能力。强化工业软件、智能传感器等关键核心技术攻关。 华创证券表示，信创产业链并购重组正加速向"技术互补型整合"与"生态闭环构建"方向演进，形成"软件服务商+硬件制造商"垂直协同与系统-应用"全链贯 通的双重路径。 数据显示，截至2025年5月30日，中证软件服务指数前十大权重股分别为科大讯飞、金山办公、同花顺、润和软件、恒生电子、三六零、软通动力、拓维信 息、用友网络、中国软件，前十大权重股合计占比59.85%。 场外投资者还可以通过软件ETF联接基金（012620）布局AI软件投资机遇。 以上内容与数据，与有连云立场无关，不构成投资建议。据此操作，风险自担。 流动 ...