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].

公告显示，本次交易采用收益法和资产基础法两种方法对碧橙数字100%股权进行评估，并选用收益法 评估结果作为最终评估结论。根据收益法评估结果，截至2024年底，碧橙数字100%股权的评估值为 13.12亿元，评估增值率164.91%。在扣除碧橙数字评估基准日后的现金分红3000万元后，各方协商后确 定的最终交易价格为12.80亿元。 此外，本次交易拟募集配套资金不超过8.3亿元，扣除发行费用后的募集资金净额拟用于支付本次交易 的合并对价及补充上市公司的流动资金。 值得关注的是，因是否承担业绩补偿义务不同，此次交易还采取了差异化的定价安排。其中，承担业绩 补偿义务的碧橙数字实际控制人刘宏斌、冯星、杭州橙祥企业管理合伙企业（有限合伙）（以下简 称"杭州橙祥"）、杭州橙灵企业管理合伙企业（有限合伙）（以下简称"杭州橙灵"）所持股份对应碧橙 数字现金分红后的整体估值为13.84亿元，其余交易对方所持股份对应碧橙数字现金分红后的整体估值 为11.20亿元。 公告显示，承担业绩补偿义务的碧橙数字实际控制人刘宏斌、冯星，杭州橙祥、杭州橙灵因本次交易取 得的梦网科技股份将根据标的公司业绩实现情况或补偿义务履行情况逐年解锁。补偿 ...

Core Viewpoint - The company is planning to issue shares and pay cash to acquire 99% of Anhui Yigao Optoelectronics Technology Co., Ltd. and raise matching funds, which constitutes a related party transaction but does not trigger major asset restructuring regulations [1][3][11] Group 1: Suspension of Trading - The company's stock will be suspended from trading starting June 30, 2025, for a period not exceeding 10 trading days due to the ongoing planning of the transaction [2] - The suspension aims to ensure fair information disclosure and protect investor interests, preventing abnormal stock price fluctuations [2] Group 2: Transaction Details - The target company, Anhui Yigao Optoelectronics Technology Co., Ltd., was established on August 25, 2020, with a registered capital of 68.621534 million RMB, focusing on the R&D, production, and sales of touch screens and vacuum coating products [3][11] - The transaction involves issuing shares and paying cash to acquire 99% of Yigao's shares, with the specific transaction details and counterparties still under discussion [10][11] Group 3: Related Party Transaction - The transaction is expected to constitute a related party transaction as it may lead to the counterparties holding more than 5% of the company's total shares [10] - The final transaction price will be based on an independent third-party asset evaluation [11]

例如，2024年9月份出台的"并购六条"明确提出，"鼓励上市公司综合运用股份、定向可转债、现金等支付工具实施并购重 组，增加交易弹性"，为企业境外并购提供了更灵活的操作空间。此外，今年4月份，中国人民银行、国家金融监督管理总局、 国家外汇局、上海市人民政府联合印发的《上海国际金融中心进一步提升跨境金融服务便利化行动方案》提出，"支持具备条 件的银行参照国际惯例，探索研究在上海自贸试验区为'走出去'企业提供非居民并购贷款服务，贷款金额不高于并购交易价款 80%，贷款期限不超过10年"，这一举措有效解决了企业境外并购的资金难题，为企业开展并购提供了坚实的金融支持。 另一方面，企业内生动力增强，驱动企业加速"购全球"。 近年来，A股上市公司以创新驱动为核心，扎实推进产业升级，以稳健经营应对风险挑战，以深化改革激发内生动力，发 展质量和投资价值持续提升。 中国上市公司协会最新数据显示，去年全市场上市公司实现营业收入71.98万亿元，四季度营收同比增长1.46%，环比增长 8.11%，上市公司业绩边际向好，近六成公司实现营收正增长；实现净利润5.22万亿元，4036家公司盈利，其中2194家公司盈 利正增长，553家公 ...

Core Viewpoint - The merger between China Shipbuilding Industry Co., Ltd. and China Shipbuilding Heavy Industry Co., Ltd. aims to enhance operational quality, core competitiveness, and shareholder value through the integration of their shipbuilding and repair businesses, aligning with national reforms in state-owned enterprises [9][10][15]. Summary by Sections Merger Overview - The transaction involves a share swap merger where China Shipbuilding will issue A-shares to the shareholders of China Shipbuilding Heavy Industry, effectively absorbing the latter [9][10]. - Post-merger, China Shipbuilding will inherit all assets, liabilities, and operations of China Shipbuilding Heavy Industry, leading to the latter's delisting [10][11]. Financial Implications - The merger is expected to significantly increase total assets from approximately 18.20 billion to 40.36 billion RMB and total liabilities from about 12.67 billion to 26.41 billion RMB [25]. - The operating revenue is projected to rise from 7.86 billion to 13.34 billion RMB, enhancing the scale and operational efficiency of the combined entity [25]. Shareholder Structure - Before the merger, China Shipbuilding had a total share capital of 447,242.88 million shares, while China Shipbuilding Heavy Industry had 2,280,203.53 million shares. Post-merger, the total share capital will increase to 751,650.05 million shares [18][24]. - The controlling shareholder, China Shipbuilding Group, will maintain a significant stake of approximately 49.29% in the merged entity [18][24]. Strategic Goals - The merger aims to eliminate intra-industry competition, consolidate resources, and enhance the core functions of the surviving company, focusing on high-end, green, and intelligent shipbuilding [15][17]. - The combined company will leverage synergies to improve production efficiency and market competitiveness, positioning itself as a leading global shipbuilding enterprise [17][18]. Market Context - The shipbuilding industry in China is experiencing growth, with increasing international market share and improved economic performance, which the merger is expected to capitalize on [17]. - The transaction aligns with the industry's shift towards high-quality, low-carbon production, responding to rising global demand for new shipbuilding capacity [17].

Financial Data and Key Metrics Changes - Net sales increased by 4.6% to $346.6 million, primarily driven by $22 million of inorganic sales from the acquisition of UW Solutions [12] - Adjusted EBITDA margin decreased to 9.9%, primarily due to a less favorable mix and higher aluminum costs [13] - Adjusted diluted EPS declined to $0.56, driven by lower adjusted EBITDA, higher interest expense, and a higher adjusted effective tax rate [13] Business Line Data and Key Metrics Changes - Metals segment net sales declined by 3.4%, with adjusted EBITDA margin decreasing to 7.3% due to a less favorable mix and higher aluminum costs [13] - Services segment achieved a 7.6% increase in net sales, marking its fifth consecutive quarter of growth, although adjusted EBITDA margin decreased to 5.7% due to higher tariff expenses [14] - Glass segment net sales declined, with adjusted EBITDA margin moderating from elevated levels due to reduced volume from lower end market demand [14] - Performance Surfaces segment saw increased net sales driven by inorganic contributions from UW Solutions, with adjusted EBITDA margin declining to 18.8% [14] Market Data and Key Metrics Changes - The revenue pipeline for Glass is improving, positioning the segment for growth beginning in Q3 and into Q4 [8] - Metals showed solid sequential improvement from Q4, with expectations for continued improvement in Q2 [8][41] Company Strategy and Development Direction - The company is focusing on operational improvements and tariff mitigation efforts, with aggressive actions under Project Fortify expected to drive annualized savings of $13 million to $15 million [7][10] - The company is actively pursuing M&A opportunities to diversify its business mix and enhance growth prospects [11][18] Management's Comments on Operating Environment and Future Outlook - Management raised the fiscal year outlook for net sales and adjusted diluted EPS, expecting a strong second half driven by Performance Surfaces and improved glass results [11][19] - Management acknowledged ongoing market challenges but emphasized a focus on controllable factors to improve outlook [10] Other Important Information - The company expects net sales for the fiscal year to be in the range of $1.4 billion to $1.44 billion, with adjusted diluted EPS between $3.8 and $4.2 [16] - The unfavorable EPS impact from tariffs is estimated to be $0.35 to $0.45, primarily affecting the first half of the fiscal year [16] Q&A Session Summary Question: Can you elaborate on the glass business and the revenue pipeline? - Management noted good visibility six months out and mentioned a pivot to smaller jobs to fill gaps in market softness, with increasing confidence in quote activity and award rates [24][25] Question: What are the segment margin targets for different business groups? - Management indicated that metals and services face headwinds from tariffs, and while they may struggle to reach the bottom of their target ranges, they expect improvement in the second half [30][31] Question: What is driving the sequential improvement in the metals segment? - Management highlighted operational improvements and regaining customer confidence as key factors driving month-to-month sequential improvement [41][43] Question: What is the status of Project Fortify Phase two? - Management confirmed minimal savings in Q1, with more significant savings expected to materialize in Q2 [48] Question: Can you quantify the EPS impact from tariffs in Q1? - Management stated that the impact was initially estimated at $0.45 to $0.55, but has been revised to $0.35 to $0.45 for the full year, with favorable trends noted in Q1 [49][50]