北交所策略专题报告 2025 年 06 月 29 日 北交所并购策略专题：科达自控收购海图科技，铁大科技投资狗熊机器人 ——北交所策略专题报告 北交所研究团队 诸海滨（分析师） zhuhaibin@kysec.cn 证书编号：S0790522080007 政策汇总及北交所并购新动态：近两周发生 2 起事件 从新"国九条"到"并购六条"，2024 年起，并购重组市场迎来了诸多积极信号。 产业整合、跨界并购，为产业发展注入了新的动力。此外，地方国资成立并购基 金的步伐也在加快，交易设计方面的创新层出不穷，上市公司亦借助并购重组的 力量积极拓展国际市场。定位为主要服务创新型中小企业的北交所，能够及时把 握并购机遇。我们认为，在北交所公司并购的趋势方向上，应重点关注：（1）同 一集团内优质资源整合；（2）新质生产力行业外延并购；（3）"强链补链"扩张 版图式并购。截至 2025 年 6 月 27 日，北交所共发生 30 家次重要投资并购事件。 最新关注：科达自收购海图科技 51%股份，铁大科技投资狗熊机器人 （1）科达自控收购海图科技，首例北交所公司收购新三板企业 看点：发掘优质新三板公司并购机会 科达自控主营业务是 ...

Core Viewpoint - Chengdu Xian Dao announced the termination of its major asset restructuring deal with Nanjing Haina Pharmaceutical Technology Co., Ltd. after failing to reach consensus on key terms [1][3]. Group 1: Transaction Details - Chengdu Xian Dao intended to acquire approximately 65% of Haina Pharmaceutical through a cash equity transfer [3]. - Despite signing a letter of intent and conducting due diligence, the parties could not agree on core terms such as price, management control, and future strategic direction [3]. - The termination of this deal signifies a setback for Haina Pharmaceutical's plans for an IPO, which had been under review since June 30, 2023, and was ultimately withdrawn on June 24, 2024 [4]. Group 2: Company Performance - Chengdu Xian Dao's financial performance has shown a decline since its IPO, with net profits reported as approximately 64.02 million, 63.38 million, 25.27 million, 40.72 million, and 51.36 million from 2020 to 2024 [5]. - The company's stock has experienced a decline, with a current price of 16.57 yuan per share compared to the initial offering price of 20.52 yuan [5]. - The controlling shareholder, JIN LI, plans to increase his stake in the company by investing between 25 million and 50 million yuan within the next 12 months, indicating confidence in the company's long-term value [5].

Core Viewpoint - The conference focused on "New Industries, New Technologies, New Models, New Dynamics - Digital Finance Supporting High-Quality Development," emphasizing the role of digital finance in enhancing economic resilience and innovation [1][39]. Group 1: Key Themes and Discussions - The conference featured discussions on inclusive finance, digital financial innovation, merger and acquisition opportunities, and health insurance ecosystem collaboration [1]. - Zhang Wei highlighted that high-quality development is essential for China's modernization, advocating for the integration of technology and finance to reduce costs and enhance service delivery [4]. - Ouyang Weimin noted that digital finance has significantly improved the quality of financial services for the real economy, particularly for innovative enterprises [6]. Group 2: Expert Insights - Wang Zhongmin identified three new modalities in the AI era: open-source models, service-oriented models, and the financialization of AI assets, indicating a transformative shift in the financial landscape [8]. - Bei Duoguang emphasized the importance of understanding inclusive finance as a comprehensive service system that includes various financial products beyond just credit [14]. - Zhu Xiangrui discussed the advantages of financial arbitration in promoting market health, highlighting the need for efficient dispute resolution mechanisms [16]. Group 3: Industry Trends and Opportunities - Qiu Yanbing stressed the importance of stablecoin legislation, which could reshape the international financial landscape and enhance operational efficiency in the real economy [18]. - Wang Jie pointed out that mergers and acquisitions are closely linked to development opportunities, advocating for policies that support innovation and improve company quality [20]. - Li Min discussed the evolving role of mergers in addressing market challenges and emphasized the importance of long-term strategies in acquisition processes [22]. Group 4: Health Insurance Sector Insights - Gu Yukuang highlighted that high-end medical insurance success relies on service and operational capabilities, advocating for a robust network of direct payment hospitals [25]. - Zhou Qing emphasized the need for product upgrades and innovations in commercial health insurance to meet rising consumer demands and healthcare costs [27]. - Yang Liye pointed out the shift from merely insuring healthy individuals to a focus on overall health management, indicating a significant transformation in the life insurance sector [33].

图为张伟 主旨演讲 欧阳卫民：数智金融为科创企业添砖加瓦 欧阳卫民表示，近年来，数智金融得到了快速发展并极大提升了金融服务实体经济的品质和 能力。从企业类型看，国内顶级科创企业有央企，有地方国企，也有很多民营企业。数智金 融精准支持科创企业：一是数智信贷贷到企业的心坎上，满足企业需求，提供适配的金融产 品和服务；二是数智服务利用大数据等手段，为企业提供多元质押贷款等，扩大互信，让银 行敢作敢为；三是数智资本让融资不再拐弯抹角，拓宽融资渠道，强化资本市场功能，提高 直接融资比重和适配性。 2025年6月27日，清华大学五道口金融学院受邀在第14届中国（广州）国际金融交易·博览会上举办 主旨会议。会议以"新产业、新技术、新模式、新动能——数智金融助力高质量发展"为主题，为期1 天，设置主旨演讲、高端对话、主题发言和圆桌交流环节。多位来自金融、保险、法律与健康产业 领域的顶尖学者和资深从业者，围绕普惠金融发展、数智化金融创新、产业并购机遇及健康险生态 合作等话题进行了深入交流。会议由广东卫视主持人吴荻主持。 图为会议现场 会议由清华大学五道口金融学院党委委员、院长助理，《清华金融评论》执行主编 张伟 代表主办方 致 ...

Core Viewpoint - Keda Control plans to acquire 51% of Changzhou Haituo Information Technology Co., Ltd. for 209.1 million yuan, marking the first acquisition of a New Third Board company by a North Exchange listed company [1][2][4] Financial Summary - As of December 31, 2024, Keda Control's total assets are approximately 186.74 billion yuan, with total liabilities of about 36.65 billion yuan, and net assets of around 150.09 billion yuan [1] - Keda Control's operating revenue for 2024 is projected to be approximately 145.50 billion yuan, an increase from 137.06 billion yuan in 2023 [1] Acquisition Details - The valuation of Haituo Technology's total equity as of December 31, 2024, is approximately 413 million yuan, with Keda Control's acquisition price representing a significant discount [2] - Haituo Technology specializes in integrated embedded, streaming media, AI, and machine vision solutions, primarily serving markets such as smart mining and military [2][3] Strategic Implications - The acquisition is expected to create synergies that enhance Keda Control's product performance, core competitiveness, and market share [3] - This transaction is seen as a milestone, demonstrating the North Exchange's role in supporting New Third Board companies and providing new pathways for IPO candidates [4] Performance Comparison - In terms of profitability, Haituo Technology is projected to outperform Keda Control in 2024, with a net profit of approximately 41.65 million yuan compared to Keda Control's 34.51 million yuan [5] - The acquisition is anticipated to significantly improve Keda Control's profitability post-transaction [5] Financial Commitments - The acquisition includes performance commitments from Haituo Technology, ensuring net profits of no less than 38 million yuan, 42 million yuan, and 46 million yuan for the years 2025 to 2027 [6] - Keda Control's cash reserves are limited, with only about 10.02 million yuan available as of the first quarter of 2025, raising concerns about financial pressure post-acquisition [6] Market Position - As of June 27, Keda Control's stock price is 29.6 yuan per share, with a total market capitalization of approximately 2.29 billion yuan [7]

证券研究报告 | 北交所定期报告 | | --- | hyzqdatemark 2025 年 06 月 29 日 证券分析师 赵昊 SAC：S1350524110004 zhaohao@huayuanstock.com 万枭 SAC：S1350524100001 wanxiao@huayuanstock.com 北交所公司首次拟收购新三板公司提供新范式，关注有并购预期相关公司 ——北交所周观察第三十二期（20250629） 投资要点： 风险提示：宏观经济环境变动风险、市场竞争风险、资料统计误差风险 请务必仔细阅读正文之后的评级说明和重要声明 联系人 科达自控拟 2.09 亿元收购海图科技 51%股权，为新三板拟 IPO 企业提供新思路。2025 年 6 月 27 日，科达自控公告签署《股份转让协议》，拟以 2.091 亿元受让肖涛等 11 名 股东持有的海图科技 51%股权，公司将成为新三板公司海图科技的控股股东。从业务来 看，科达自控主要服务于智慧矿山、智慧市政和新能源充换电领域，提供系统性的解决 方案。海图科技主营业务为智能化视频终端设备及配件的设计、制造、销售，以及提供 相关技术的设计、开发服务。从估值 ...

Group 1 - The core viewpoint of the article highlights the active merger and acquisition (M&A) market driven by regulatory policy optimization, economic recovery, and capital market reforms, indicating a trend towards structural reorganization and value reshaping in industries [1][2] - In June, 90 A-share listed companies disclosed M&A progress, showcasing a vibrant market with significant activity [2][4] - The article lists specific companies involved in M&A activities, including Hunan Development, Weixinno, and others, detailing their respective transactions and statuses [2][4][5] Group 2 - Shaoyang Hydraulic, a company specializing in hydraulic products, announced plans to acquire Chongqing Xincheng Hangrui Technology, indicating a significant asset restructuring [8][10] - Tianyima, focusing on information system integration services, plans to acquire 100% equity of Xingyun Kaiwu, aiming for synergy in technology and market expansion [10] - Guokewi, engaged in chip products and integrated circuit design, intends to acquire 94.366% equity of Zhongxin Ningbo, enhancing its capabilities in high-end filter and MEMS manufacturing [12]

Group 1 - The company announced the termination of its plan to issue shares and pay cash to acquire assets and raise matching funds, which was initially aimed at purchasing 100% of the shares of a target company, Xian Dao Electronics Technology Co., Ltd. [1][3] - The decision to terminate the restructuring was made after careful consideration due to changes in the external environment and disagreements on certain commercial terms with some transaction parties [3] - The company emphasized that its production and operations remain normal, and it will continue to seek development opportunities in the future while maintaining shareholder interests [3] Group 2 - Following the announcement of the acquisition plan in October 2023, the company's stock experienced a continuous rise, hitting the limit up for eight consecutive trading days [3][4] - The target company, Xian Dao Electronics, is valued at over 20 billion, while the company's total market capitalization was approximately 3.136 billion as of September 27, 2024 [4]

Core Viewpoint - Anyuan Coal Industry plans to swap its coal-related assets and liabilities with Jiangxi Jiangtong Holding Development Co., Ltd. for a 57% stake in Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd., aiming to transform its business and improve asset quality and profitability [1][2]. Group 1: Company Overview - Anyuan Coal Industry's current main business involves coal mining and trading, which will be entirely replaced by the magnetic separation equipment business after the transaction [2]. - The transaction will significantly reduce Anyuan Coal Industry's debt ratio from 97.83% to 55.87% post-completion, enhancing its financial stability [1]. Group 2: Industry Insights - Ganzhou Jinhui Magnetic Separation Technology Equipment Co., Ltd. specializes in the research, production, and sales of magnetic separation equipment, which is crucial for resource recovery and cost reduction in mining [2][3]. - The magnetic separation equipment market is expanding due to increasing global demand for mineral resources and stricter environmental regulations, indicating a promising future for the industry [3]. - The company’s products are widely used in major mining and metallurgy enterprises, with a significant presence in the Belt and Road Initiative countries, highlighting its market reach and influence [3].

Core Insights - The article provides an analysis of the investment landscape in Guangdong Province for May 2025, highlighting a decrease in financing events but a significant increase in total disclosed financing amounts compared to the previous year [3][11]. Financing Events Overview - In May 2025, Guangdong Province experienced 94 financing events, a decrease of 8 events (8%) from the previous month and a decrease of 46 events (33%) year-on-year [3][11]. - The total disclosed financing amount reached 56.38 billion RMB, an increase of 11.49 billion RMB (26%) from the previous month and an increase of 40.80 billion RMB (262%) year-on-year [3][11]. Industry Analysis - The most active financing sectors included Intelligent Manufacturing (26 events), Healthcare (14 events), and Artificial Intelligence (12 events), with Intelligent Manufacturing seeing a significant decline of 41% from the previous month [4][13]. - The top five industries accounted for 65 financing events, representing 69% of all events, and involved a total disclosed amount of 19.28 billion RMB, which is 34% of the total [13][15]. Investment Stages - The distribution of financing events by stage showed 69 early-stage events (73.4%), 19 growth-stage events (20.21%), and 6 late-stage events (6.39%) [5][22]. - In terms of disclosed financing amounts, early-stage financing totaled 17.70 billion RMB (39.07%), growth-stage 4.60 billion RMB (10.15%), and late-stage 23.01 billion RMB (50.78%) [22]. Major Financing Events - Guangdong Province added 3 large financing events in May 2025, accounting for 60% of the national total, with a disclosed amount of 41.23 billion RMB, representing 56% of the total financing amount for the month [26][27]. IPO Market - Two companies from Guangdong Province completed IPOs in May 2025, a decrease of 33% from the previous month, with a total fundraising amount of 5.04 million RMB, down 44% from the previous month [8][40]. - The companies included one listed on A-shares and one on Hong Kong stocks, with 100% of the IPOs supported by VC/PE [8][41]. M&A Activity - There was one merger and acquisition event in May 2025, a domestic transaction, marking a decrease of 67% from the previous month and 86% year-on-year [9]. Investment Institutions - A total of 108 VC/PE institutions participated in investments in May 2025, a decrease of 22% from the previous month and 13% year-on-year [32]. - The top five VC/PE institutions by the number of investment events were Shenzhen Capital Group (5 events), Donghai Investment Holdings (4 events), Zhuhai Science and Technology Investment (4 events), Tsinghua Alumni Seed Fund (3 events), and Meihua Venture Capital (2 events) [33].