Core Viewpoint - Jinfu Technology Co., Ltd. is planning to acquire at least 51% equity of Guangdong Lanyuan Technology Co., Ltd. through cash payment, currently in the planning stage with uncertainties regarding the transaction and its terms [2][3]. Group 1: Overview of the Planned Acquisition - The company has signed a Letter of Intent with Lanyuan Technology and its shareholders, indicating a preliminary agreement for the acquisition, with specific terms to be finalized in a formal agreement [3][4]. - The acquisition does not constitute a related party transaction and is not expected to be classified as a major asset restructuring according to relevant regulations [2][4]. - The transaction is still in the planning phase, and the specific details regarding the transaction parties, equity percentage, and pricing will be determined based on due diligence and negotiations [4][5]. Group 2: Details of the Letter of Intent - The parties involved in the Letter of Intent include Jinfu Technology, its actual controller Jin Zhe, and several other entities associated with Lanyuan Technology [7]. - The transaction price will be negotiated based on the results of due diligence and audit evaluations conducted by recognized intermediaries [7][8]. - Conditions for signing the formal acquisition agreement include satisfactory due diligence results, necessary approvals from internal and external parties, and compliance with disclosure obligations [8][9]. Group 3: Purpose and Impact of the Acquisition - The company aims to explore new profit growth points through mergers and acquisitions while maintaining the steady development of its core business [11]. - If the acquisition is successful, Lanyuan Technology will be included in the company's consolidated financial statements, potentially enhancing the company's profitability, risk resistance, and overall competitiveness [11][12].

政策持续加码，并购重组市场又热闹了起来。 在这不断活跃的市场中，一种名为"定向可转债"的支付工具正悄然成为市场的新焦点，尤受科创企业青 睐。 业内人士认为，在并购重组过程中引入定向可转债用于支付，能够平衡好交易双方的收益与风险，同时 优化交易结构的灵活性。而对于科创企业而言，支付环节使用定向可转债，可有效缓解企业现金流压 力、延缓控制权稀释速度，并对科技产业整合提速起到积极的推动作用。 政策指引活跃市场 有效平衡收益与风向 定向可转债 成并购重组工具"新宠" ◎记者 严晓菲 张欣然 科创企业成应用主力 从行业分布来看，半导体等科创企业成为并购重组市场中使用定向可转债的"主力军"。 "较多选择定向可转债的企业集中在科创板、创业板的科技类企业，处于成长期的制造业企业、硬科技 企业，以及需要平稳整合标的的上市公司，尤其是轻资产、高研发投入的半导体、生物医药等领域企 业。"华安证券投行部相关负责人对上海证券报记者称。 东方金诚研究发展部副总经理曹源源、分析师翟恬甜发布研报称，定向可转债重组规则发布后新增的6 只支付型定向可转债（含预案），其中5只来自电子行业中的半导体企业，涉及模拟芯片设计、半导体 封装、功率半导体等 ...

Group 1: Mergers and Acquisitions - JiaHua Technology plans to acquire controlling stake in Shudun Technology through a combination of share issuance and cash payment, with the transaction potentially constituting a major asset restructuring [1] - JinFu Technology is planning to acquire at least 51% stake in Guangdong Lanyuan Technology to expand its second main business growth curve, enhancing profitability and risk resistance [2] - QingMu Technology's wholly-owned subsidiary intends to purchase 49.0662% of Vitalis Pharma AS for 150 million Norwegian Krone (approximately 106 million RMB) in cash, along with subscribing for an additional 32.9157% stake, resulting in a total holding of 65.8314% [3] - ZhongJin LingNan is acquiring minority stakes from shareholders in Shandong ZhongJin LingNan Copper Industry and ZhongJin LingNan Rongsheng (Dongying) Investment, aiming for 100% ownership of the former [4] Group 2: Shareholding Changes - ShenShui HaiNa's major shareholder, AnYi ShenShui, plans to reduce its stake by up to 1%, amounting to a maximum of 1.7728 million shares [5] - AnDa Intelligent's shareholder, Dongguan YiZhiTong, intends to reduce its stake by up to 2.74%, equating to a maximum of 2.2503 million shares [6] - GuangLi Micro's shareholders, WuYueFeng and associated parties, plan to collectively reduce their stake by up to 2.24%, totaling a maximum of 4.4062 million shares [7]

Core Viewpoint - The company is planning to acquire at least 51% of Guangdong Lanyuan Technology Co., Ltd. through a cash payment, currently in the planning stage with uncertainties regarding the transaction and agreement details [1][2] Group 1: Acquisition Details - The company has signed a Letter of Intent with Lanyuan Technology and its stakeholders on November 21, 2025, regarding the acquisition [1] - The specific transaction details, including the target and share percentage, will be determined in a formal acquisition agreement [1] Group 2: Strategic Implications - The company aims to explore new profit growth points through mergers and acquisitions while maintaining stable development of its existing main business [2] - Successful implementation of the acquisition will allow Lanyuan Technology to be included in the company's consolidated financial statements, enhancing profitability and risk resistance [2] - This move aligns with the company's long-term development and strategic planning, improving overall competitiveness [2]

Group 1: Shareholding Changes - Company Zhaoyi Innovation announced that several directors and senior management personnel plan to reduce their holdings by a total of 249,000 shares, with specific reductions from the vice chairman and general manager, as well as other vice presidents [1] - Company Super Aerospace announced a stock suspension due to its controlling shareholders planning a significant matter that may lead to a change in control [2] - Company Haosai is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws [5] Group 2: Major Contracts and Projects - Company Dajin Heavy Industry's wholly-owned subsidiary signed a contract worth approximately 1.339 billion yuan for a European offshore wind farm project, which represents 35.41% of the company's audited revenue for 2024 [3] - Company Ruifeng New Materials plans to increase capital by 200 million yuan in a related party to advance a lithium hexafluorophosphate project [6] Group 3: Regulatory Actions - Company Jushi Chemical received a notice from the CSRC regarding an investigation for suspected violations of information disclosure laws [4] - Company Huosai is also under investigation by the CSRC for similar reasons [5] Group 4: Investment and Acquisitions - Company Gao Neng Environment plans to acquire 45.2% equity in three mining companies [7] - Company Aerospace Electric intends to purchase 32% equity in Shenzhen Aerospace Electric Motor System Co., Ltd. through public bidding [8]

Core Viewpoint - Fangda Group (000055) is actively seeking merger and acquisition opportunities that align with its strategic development direction, and will fulfill information disclosure obligations in accordance with relevant regulations if any plans arise [1] Group 1 - The company announced its focus on mergers and acquisitions that fit its strategic goals [1] - The company committed to timely information disclosure in compliance with regulations regarding any future plans [1]

Core Viewpoint - The report from Shenwan Hongyuan emphasizes that mergers and acquisitions (M&A) will be a key investment theme throughout 2026, particularly in the brokerage sector, which has underperformed the market this year [1][2]. Investment Themes - Three main investment themes are highlighted: 1) The attractiveness of the equity market will benefit brokerage wealth and asset management businesses directly 2) The initiation of mergers and acquisitions by the Central Huijin Investment Co., benefiting from an optimized competitive landscape 3) Companies with significant advantages in overseas business [1]. M&A Activity - On November 19, China International Capital Corporation (CICC) announced a major asset restructuring plan, intending to merge with Dongxing Securities and China Cinda Securities through a share swap, with a suspension period not exceeding 25 trading days [1]. Future M&A Strategies - The 2026 strategy reiterates that M&A will remain a mid-term focus, summarizing four investment approaches: 1) Integration of brokerages under the same actual controller 2) Resolving competition issues between one controlling and one participating entity 3) Strengthening regional brokerages 4) Integration of state-owned and private brokerages [2]. Share Transfer and Integration - Previous share transfers of asset management companies (AMCs) to Central Huijin have paved the way for this merger, reducing internal integration difficulties. If successful, Central Huijin will have six brokerages under its umbrella [3]. Post-Merger Financial Metrics - If the merger proceeds smoothly, total assets will increase to 1,009.6 billion, elevating the industry ranking from 6th to 4th. The net profit is expected to rise to 9.5 billion, moving from 10th to 6th place in the industry [4]. Business Enhancement Opportunities - The merger will enhance capabilities in special asset investment banking and regional wealth management. Cinda Securities, as a leader in the non-performing asset sector, will provide unique advantages in asset management and debt restructuring. Dongxing Securities will leverage its strong bond financing foundation to create a differentiated asset management brokerage [5].

证券代码：002736 证券简称：国信证券 1 | | 注公司在指定媒体发布的有关业绩公告信息。 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 二、公司有没有考虑H股上市？ | | | | | | | | 答：夯实资本硬实力是公司发展战略规划中的"两 | | | | | | | | 翼驱动"之一，即公司要积极扩大资本规模和境内外 | | | | | | | | 影响力，为实现公司行业地位的跨越提供坚实支撑。 | | | | | | | | 未来，公司将综合研判相关政策及市场形势，统筹利 | | | | | | | | 用境内境外两个市场融资渠道，进一步扩充资本实力。 | | | | | | | | 三、请问贵司是否有并购重组的计划？ | | | | | | | | 答：今年9月，公司完成了发行股份收购万和证券 | | | | | | | | 相关资产过户及新股发行上市工作。目前，公司暂无 | | | | | | | | 下一步收购的明确计划。有关信息请您以公司在指定 | | | | | | | | 媒体发布的公告信息为准。 | | | ...

Group 1 - The core viewpoint of the article highlights a significant increase in merger and acquisition (M&A) activities in 2023, driven by regulatory policies, with the number of companies approved for M&A nearly doubling compared to the entire previous year [1][2] - The M&A cases this year predominantly focus on upstream and downstream integration within industries, particularly in "hard technology" sectors such as information technology, semiconductors, and biomedicine, indicating a shift towards quality enhancement in M&A activities [1][2] - The payment methods for M&A transactions have diversified, including options like private placements, convertible bonds, and cash, reflecting a more flexible approach in deal structuring [1] Group 2 - Notable M&A cases this year include classic strategies such as reverse mergers and absorption mergers, with many transactions occurring within the same industry or along the supply chain [2] - The majority of M&A targets are concentrated in "hard technology" sectors, with specific examples including acquisitions by companies like Hongchuang Holdings and Huahai Chengke, which are focused on enhancing technological capabilities [2] - The trend of acquiring unprofitable assets is evident, with several companies pursuing such acquisitions, indicating a growing acceptance of these types of investments in emerging industries [2]

证券分析师 罗钻辉 A0230523090004 luozh@swsresearch.com 金黎丹 A0230525060004 jinld@swsresearch.com 联系人 非银会融/ 证券■ 时玩人分析 2025 年 11 月 20 日 相关研究 金黎丹 A0230525060004 jinld@swsresearch.com 重申看好并购重组投资主线! ――中金公司拟换股吸收（中金公司 A 股）合并东兴证 券、信达证券点评 事件: 11 月 19 日，中金公司发布关于筹划重大资产重组的停牌公告，中金公司拟换股吸收（中金公司 A 股）合并东兴证券、信达证券，预计停牌时间不超过 25 个交易日。 请务必仔细阅读正文之后的各项信息披露与声明 申万宏源研究微信服务号 童申看好 2026 年并购重组行业投资主线。我们 2026 年度策略提示 "并购重组仍是中期主线"之 o 一，总结 4 种投资思路：1）同一实际控制人旗下券商整合、2) 解决一参一控同业竞争、3) 区域 特色券商做大做强诉求、4）国资整合民营券商。本次中金公司拟整合信达证券、东兴证券可归属 于第 1 种思路。后续建议持续关注同一实控人下券商 ...