行 业 及 产 业 金黎丹 A0230525060004 jinld@swsresearch.com 非银金融/ 证券Ⅱ 2025 年 11 月 20 日 行 业 研 究 / 行 业 点 评 相关研究 - 研 究 报 告 证券分析师 罗钻辉 A0230523090004 luozh@swsresearch.com 金黎丹 A0230525060004 jinld@swsresearch.com 联系人 重申看好并购重组投资主线！ 看好 ——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 本研究报告仅通过邮件提供给 中庚基金 使用。1 证 券 ⚫ 重申看好 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 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。 ...

Group 1: Company Overview - Shenzhen Textile (Group) Co., Ltd. (referred to as "Shenzhen Textile A") participated in the "2025 Shenzhen Listed Companies Investor Online Reception Day" on November 20, engaging with online investors through the investor relations interactive platform [1] Group 2: Raw Material Localization - The company addressed concerns regarding reliance on Japanese suppliers, stating that while raw material supply is primarily from imports, it has made progress in localizing key materials such as release films and protective films [2] Group 3: Mergers and Acquisitions - In response to inquiries about potential acquisitions or business optimization, the company indicated it will follow Shenzhen's "20+8" strategic emerging industries policy and explore opportunities in the polarizer sector, aiming for long-term development and value enhancement [3] Group 4: Business Transformation - The company clarified its transition from a textile background to focusing on high-tech products, specifically liquid crystal display polarizers, while phasing out traditional textile and apparel operations [4] Group 5: Investor Communication - The investor reception day is part of an initiative to enhance communication between the company and investors, with a commitment to using platforms to address market concerns and ensure investor rights to information [5]

尊敬的投资者，您好！根据监管要求及信息披露规则，公司 季度业绩数据需经财务核算与审计程序后，通过定期报告正式披 露。截至目前，2025 年第四季度尚未结束，相关财务数据仍在 统计核算中，暂无法提供具体利润预测。公司第四季度利润情况， 将严格按照《证券法》等法律法规及交易所规定，在 2026 年 4 月 30 日前披露的公司 2025 年年度报告中显示，敬请您关注公 司后续公告。感谢您的关注！ 8、股东减持情况如何 证券代码： 300621 证券简称：维业股份 维业建设集团股份有限公司 投资者关系活动记录表 编号：2025-004 | 投资者关系活动 | □特定对象调研 □ 分析师会议 | | --- | --- | | 类别 □ | 媒体采访 业绩说明会 □ | | □ | 新闻发布会 路演活动 □ | | □ | 现场参观 | | ☑ | 其他 （2025 年度深圳辖区上市公司投资者网上集体接待日 | | | 活动） | | 参与单位名称及 | 通过"全景网"投资者关系互动平台参与本次活动的广大投资 | | 人员姓名 者 | | | 时间 | 年 月 日 (周四) 下午 2025 11 20 14:30~1 ...

Core Viewpoint - The meeting of the China Listed Companies Association emphasized the importance of improving the quality of listed companies for the healthy development of the capital market and the overall high-quality economic development of the country. The association proposed five recommendations to enhance the quality of listed companies [1]. Group 1: Governance and Compliance - Strengthening governance foundations and enhancing compliance effectiveness is crucial. The revised Corporate Governance Code marks a shift from "formal compliance" to "substantive effectiveness." Companies should build a governance structure that is "well-structured, efficient in operation, and appropriately checks power" [2]. - Companies are encouraged to review their governance structures, enhance board decision-making functions, and improve the supervision mechanism of the audit committee to ensure that all governance bodies fulfill their responsibilities [2]. Group 2: Focus on Core Business - Companies should focus on their main responsibilities and cultivate new productive forces. This involves upgrading core business areas and identifying technological breakthroughs and new growth points [3]. - Companies are advised to avoid blind expansion and instead leverage their strengths to drive innovation and invest in research and development [3]. Group 3: Resource Allocation and Mergers - Optimizing core resource allocation and cautiously advancing mergers and acquisitions is essential. The introduction of measures like the "Six Guidelines for Mergers" has improved the inclusiveness and convenience of restructuring reviews [4]. - Mergers should align with the overall development strategy of the company, ensuring compliance and focusing on integration to achieve synergistic effects [4]. Group 4: Shareholder Returns - Companies should adopt a prudent approach to enhance shareholder return awareness, which reflects stable operations and financial health [5]. - A tailored return policy should be developed based on the company's development stage, industry characteristics, and financial status, utilizing methods like cash dividends and share buybacks [5]. Group 5: Risk Management - Companies must adopt a bottom-line thinking approach to establish a robust risk prevention system. The revised Corporate Governance Code focuses on regulating key minority behaviors and enhancing governance transparency [6]. - A comprehensive risk prevention system should be established, with a strong emphasis on internal controls and the responsibilities of the board of directors in risk management [6].

Core Insights - The A-share market is experiencing a surge in mergers and acquisitions (M&A), with 257 significant restructuring events disclosed as of November 18, including 223 major asset restructurings [1] - The "M&A Six Guidelines" issued by the China Securities Regulatory Commission (CSRC) on September 24, 2024, has significantly boosted the activity in the M&A market, particularly in strategic emerging industries like semiconductors and biomedicine [1][4] Group 1: M&A Activity - In November, M&A activities among listed companies have been flourishing, serving as an accelerator for transformation and high-quality development [2] - Fudan Microelectronics Group announced a share transfer to Guosheng Investment, which will make Guosheng the largest shareholder without affecting the company's management [2] - Xiamen Jiarong Technology is planning to acquire control of Hangzhou Lanran, indicating a significant asset restructuring [3] - Zhu Mian Group plans to transfer 100% equity of Gree Real Estate for 5.518 billion yuan, marking a strategic shift towards a focus on the duty-free business [3] Group 2: Policy Support - The "M&A Six Guidelines" have led to over 1,000 disclosed M&A transactions in the Shanghai market, with a 138% year-on-year increase in major asset restructurings [4] - Local governments, including Beijing and Shenzhen, have introduced supportive policies to encourage M&A activities, focusing on strategic emerging industries and enhancing market efficiency [6][7] - The policies aim to optimize resource allocation and promote industrial upgrades, indicating a strong governmental push towards a more active M&A market [7]

Core Viewpoint - The merger and acquisition activity among China International Capital Corporation (CICC), Dongxing Securities, and Xinda Securities aims to create a leading investment bank, enhancing the quality of financial services and supporting national economic strategies [1][2]. Group 1: Merger Details - CICC is planning to absorb Dongxing Securities and Xinda Securities through a share swap, with trading suspension expected to last no more than 25 trading days [1]. - The merger is expected to achieve economies of scale and synergies, improving shareholder returns and service quality [1][2]. Group 2: Industry Context - The new "National Nine Articles" and the China Securities Regulatory Commission's guidelines emphasize supporting leading institutions through mergers to enhance core competitiveness, aiming to establish 2-3 internationally competitive investment banks by 2035 [2]. - The integration of these three firms aligns with the central financial work conference's spirit, focusing on resource optimization and enhancing risk management capabilities [2]. Group 3: Company Performance - CICC reported a revenue of 20.76 billion yuan, a year-on-year increase of approximately 54%, and a net profit of 6.57 billion yuan, up 130% year-on-year for the first three quarters [2]. - Dongxing Securities achieved a revenue of 3.61 billion yuan and a net profit of 1.6 billion yuan, reflecting a 70% increase year-on-year [3]. - Xinda Securities recorded a total revenue of 3.02 billion yuan and a net profit of 1.35 billion yuan, with a year-on-year growth of 28% and 53% respectively [3]. Group 4: Strategic Advantages - The merger will leverage the complementary strengths of CICC's investment banking capabilities with Dongxing and Xinda's extensive client networks and capital resources [5]. - The integration is expected to enhance CICC's service offerings in debt restructuring and risk management, expanding its investment banking capabilities [5]. - Post-merger, CICC will strengthen its capital base and consolidate client resources, further solidifying its leading position in the securities industry [5].

Core Viewpoint - The merger and restructuring among China International Capital Corporation (CICC), Dongxing Securities, and Xinda Securities is a strategic move aimed at resource integration and enhancing competitiveness in the securities industry, potentially leading to a new industry landscape focused on concentration and differentiation [1][2]. Group 1: Merger Announcement and Process - CICC, Dongxing Securities, and Xinda Securities announced a suspension of trading on November 20, 2025, as they plan a significant asset restructuring involving a share swap to absorb both Dongxing and Xinda [2]. - The restructuring involves both A-share and H-share listed companies, indicating a complex process that is expected to take no more than 25 trading days for completion [2]. Group 2: Strategic Importance and Goals - The merger is aligned with the central government's financial work meeting directives, emphasizing the importance of functional integration and resource optimization to better serve national strategies and the real economy [2][3]. - The integration aims to create a stronger financial service platform with enhanced capital strength, professional capabilities, and a robust risk control system, supporting the construction of a modern financial system in China [2]. Group 3: Business Synergies and Performance - CICC specializes in cross-border investment banking and high-end wealth management, while Xinda Securities excels in special asset investment banking and wealth management, and Dongxing Securities offers a comprehensive financial service system [4]. - The combined entity will have a full-service capability, addressing diverse client needs from individual investors to institutional clients [4]. - For the first three quarters of 2025, CICC reported revenues of 20.76 billion yuan, a 54% increase year-on-year, and a net profit of 6.57 billion yuan, up 130% [4]. Dongxing Securities achieved revenues of 3.61 billion yuan and a net profit of 1.6 billion yuan, reflecting a 70% growth [4]. Xinda Securities reported total revenues of 3.02 billion yuan, with a 28% year-on-year increase in net profit to 1.35 billion yuan [4]. Group 4: Market Position and Future Outlook - As of September 2025, CICC's net capital stood at 46 billion yuan, while Dongxing and Xinda Securities have substantial capital reserves, with a combined market value exceeding 100 billion yuan [5]. - The merger is expected to position the combined entity as the third-largest in terms of branch offices in the industry, enhancing its competitive edge [5]. - Post-merger, CICC is anticipated to strengthen its market position through capital integration and resource consolidation, driving revenue growth and improving service capabilities [6].

Key Points - 合富中国's stock will resume trading on November 20 after completing an investigation into unusual trading fluctuations, confirming normal business operations and no undisclosed significant matters [1] - 中金公司 plans to merge with 东兴证券 and 信达证券, leading to a suspension of its A-shares starting November 20 due to uncertainties surrounding the merger [1] - 大为股份 is progressing with the transition from exploration to mining rights for its lithium battery project in Hunan, having received necessary approvals [1] - 燕东微's major shareholders plan to reduce their stakes by up to 2.5% through block trades or centralized bidding from December 11, 2025, to March 11, 2026 [2] - 中水渔业's major shareholder reduced its stake to 5% after selling 258.88 million shares [3] - 韵达股份 reported a slight decline in express service revenue for October 2025, totaling 4.495 billion yuan, a year-on-year decrease of 0.88% [4] - 倍杰特 intends to acquire a 55% stake in 大豪矿业 for 224.8 million yuan [4] - 辰奕智能 plans to acquire a 55% stake in 华泽电子 through cash [4] - 赣粤高速's actual controller will change from the provincial transportation department to the provincial state-owned assets supervision and administration commission [5] - 东软集团 received a notification for a 4.2 billion yuan contract for intelligent cockpit controllers from a major domestic automotive manufacturer [5] - 海正药业's subsidiary plans to invest in a pet prescription food project [5] - 龙利得's controlling shareholder plans to increase its stake by at least 56 million yuan [6] - 新兴装备's shareholders plan to reduce their stakes by up to 3.13% [6] - 普洛药业 plans to repurchase shares worth between 180 million and 360 million yuan [6]

Group 1 - The core point of the news is the planned major asset restructuring involving China International Capital Corporation (CICC), Dongxing Securities, and Xinda Securities, aimed at creating a leading investment bank and enhancing the quality of the securities industry [1][2][6] - The restructuring is expected to accelerate the construction of a first-class investment bank, supporting financial market reforms and the high-quality development of the securities industry [1][2] - The integration of resources and capabilities among the three companies aims to achieve economies of scale and synergies, improving service quality and shareholder returns [1][2][6] Group 2 - The restructuring aligns with national policies and strategies, focusing on serving the real economy and enhancing the core competitiveness of leading financial institutions through mergers and acquisitions [2][3] - CICC has maintained a leading position in investment banking, successfully completing several large IPOs and supporting financing needs for "hard technology" enterprises [3][4] - Dongxing Securities and Xinda Securities have shown strong financial performance, with Dongxing achieving a revenue of 36.1 billion and a net profit of 16.0 billion, while Xinda reported a revenue of 30.2 billion and a net profit of 13.5 billion for the first three quarters of 2025 [4][5] Group 3 - The merger will enhance CICC's capital strength and integrate customer resources, further solidifying its leading position in the securities industry [5][6] - The combined entity will benefit from the complementary strengths of CICC's comprehensive investment banking services and the retail brokerage and proprietary trading focus of Dongxing and Xinda [5][6] - The restructuring is expected to create new growth opportunities by deepening capabilities in debt restructuring, risk resolution, and industrial investment banking [5][6]

Core Viewpoint - Tianyi Ma is pursuing a strategic acquisition of 98.5632% of Guangdong Xingyun Kaiwu Technology Co., Ltd. to address ongoing operational pressures and declining profits since its IPO in 2021 [2][5]. Group 1: Acquisition Details - The acquisition involves a total valuation of 1.21 billion yuan for 100% of Xingyun Kaiwu, representing a premium of over 6 times its net asset value [2][3]. - The transaction structure includes a combination of cash and stock payments, with 50.2672% of the shares purchased in cash and 48.2960% through stock issuance [3]. - The acquisition is expected to add approximately 1.049 billion yuan in goodwill to Tianyi Ma's balance sheet, which constitutes 78% of the company's net assets [2][9]. Group 2: Financial Performance and Projections - Tianyi Ma's net profits have declined for three consecutive years, with projected losses of 49.55 million yuan in 2024 [5]. - Xingyun Kaiwu is projected to achieve net profits of no less than 90 million yuan, 95 million yuan, and 105 million yuan for the years 2025 to 2027, totaling at least 290 million yuan [4]. - Post-acquisition, Tianyi Ma's revenue is expected to increase significantly, with projections showing a rise from 146 million yuan to 394 million yuan in the first half of 2025, marking a 170% increase [8]. Group 3: Strategic Rationale - The acquisition is part of Tianyi Ma's broader strategy to transform and enhance its business model, focusing on capital operations and optimizing its industry layout [7]. - The merger aims to create a comprehensive industry layout from government information systems to consumer IoT, leveraging both companies' strengths in technology [8]. - Xingyun Kaiwu's strong technical capabilities and extensive patent portfolio (217 patents and 199 software copyrights) are expected to complement Tianyi Ma's existing offerings [7].