自2024年9月24日"并购六条"政策启动实施，时间已悄然接近一年， 市场活跃度显著提升，并购重组作为资 本市场优化资源配置、服务实体经济的重要功能进一步凸显。 站在新的起点上，多家受访券商高管对未来并购重组市场发展充满信心，但也认为并购市场在审核效率、估值 包容性、投后整合、理性交易等方面仍有进一步优化空间。 在估值包容性方面，业内也有建言。徐春呼吁监管部门在估值包容性方面提供更多案例指引，特别是针对未盈 利的"硬科技"资产以及业绩承诺灵活性，以减少市场不确定性，提升项目预期。 杨雨松认为，对于非关联方之间的并购交易，建议在估值、对赌等方面更尊重买卖双方的商业谈判结果，若标 的估值方法合理、信息披露充分，不要过度干预估值高低；对于未设置业绩对赌的交易，若上市公司充分披露 风险，且标的具备核心竞争力，则应尊重市场谈判结果，无需强制要求对赌。 上市公司需避免短视行为 他们认为，需从监管、上市公司、投资机构三方协同发力，进一步优化政策环境、提升并购质量、防范市场风 险，推动并购市场实现健康可持续发展。 建言提升审核效率及包容性 并购重组审核的效率与包容性，直接关系到企业的并购意愿及市场活力。多名受访的券商人士向券 ...

证监会2024年9月24日实施"并购六条"至今，并购市场持续升温，券商投行在财务顾问业务中的参与深度与广 度不断提升。 与此同时，A股并购重组市场生态实现从"量"到"质"的转变，科创属性成为本轮并购潮中最鲜明的标签。 面对标的估值、产业协同、未盈利资产并购等新挑战，长期以首发（IPO）业务为主的投行，如今在复杂交易 执行、跨行业估值定价、投后整合管理等环节，面临新的考验。 "并购六条"政策即将满岁。 展现前所未有的活力 2024年9月24日"并购六条"出台以来，A股并购重组市场在变革中展现出前所未有的活力，券商投行并购业务 收入也迎来结构性增长。数据显示，2024年9月至2025年8月，上市公司首次披露的重大资产重组交易达163 起，交易总额超4724亿元，同比分别增长117.3%和172.9%。 国联民生证券副总裁、国联民生承销保荐公司董事长徐春向券商中国记者表示，政策支持带来新业务空间，并 购业务市场潜力巨大，属蓝海市场。随着中国经济从高速增长转向高质量发展，许多行业从"增量竞争"进 入"存量整合"阶段，并购是企业实现产业整合、升级转型、赛道转换、市值管理的重要途径和工具。相较IPO 业务，并购市场基本无 ...

Company Overview - Yanggu Huatai Chemical Co., Ltd. is located at 399 Qinghe West Road, Yanggu County, Shandong Province, established on March 23, 2000, and listed on September 17, 2010. The company specializes in the production, research, and sales of rubber additives [1][2]. Financial Performance - For the first half of 2025, Yanggu Huatai achieved operating revenue of 1.722 billion yuan, representing a year-on-year growth of 2.09%. However, the net profit attributable to shareholders decreased by 8.43% to 127 million yuan [2]. - The company has cumulatively distributed 941 million yuan in dividends since its A-share listing, with 296 million yuan distributed over the past three years [3]. Stock Performance - As of September 23, Yanggu Huatai's stock price increased by 2.02% to 16.20 yuan per share, with a total market capitalization of 7.271 billion yuan. The stock has risen by 36.32% year-to-date [1]. - The stock has seen a net inflow of 3.7894 million yuan from main funds, with significant buying activity in large orders [1]. Shareholder Information - As of September 10, the number of shareholders for Yanggu Huatai was 30,800, a decrease of 16.47% from the previous period. The average number of circulating shares per shareholder increased by 19.72% to 14,077 shares [2]. Business Segmentation - The company's main business revenue composition includes high-performance rubber additives at 56.52%, multifunctional rubber additives at 43.04%, and other products at 0.44% [1]. Industry Classification - Yanggu Huatai is classified under the basic chemical industry, specifically in rubber additives, and is associated with concepts such as semiconductor, new materials, and mergers and acquisitions [2].

Core Viewpoint - Zhongke Shuguang's stock has shown significant growth this year, with a year-to-date increase of 66.38% and a recent surge of 7.53% over the past five trading days [1] Company Overview - Zhongke Shuguang, established on March 7, 2006, and listed on November 6, 2014, is based in Haidian District, Beijing. The company specializes in high-performance computing, general servers, and storage products, along with software development, system integration, and technical services [1] - The company's revenue composition is as follows: IT equipment accounts for 88.79%, software development, system integration, and technical services make up 11.15%, while other sources contribute 0.06% [1] Financial Performance - For the first half of 2025, Zhongke Shuguang reported revenue of 5.85 billion yuan, reflecting a year-on-year growth of 2.41%. The net profit attributable to shareholders was 729 million yuan, marking a significant increase of 29.39% [2] - Since its A-share listing, Zhongke Shuguang has distributed a total of 1.922 billion yuan in dividends, with 1.083 billion yuan distributed over the past three years [3] Shareholder Information - As of June 30, 2025, Zhongke Shuguang had 358,900 shareholders, an increase of 2.99% from the previous period. The average number of tradable shares per shareholder decreased by 2.91% to 4,075 shares [2] - The top ten circulating shareholders include Hong Kong Central Clearing Limited as the second-largest shareholder with 44.2271 million shares, an increase of 18.7149 million shares from the previous period [3]

Core Viewpoint - Chuangyuan Xinke announced a major asset restructuring plan, intending to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. for a total price not exceeding 900 million yuan, with shares to be issued and cash paid to 14 trading parties [1][3]. Group 1: Transaction Details - The transaction involves issuing shares at a price of 18.88 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [3]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency, as the auditing and evaluation work for the target assets is still ongoing [4][6]. - The transaction is expected to meet the standards for a major asset restructuring as defined by the restructuring management measures [3][4]. Group 2: Company Background - Chuangyuan Xinke, established in 2005, is recognized as a national-level "little giant" enterprise focusing on the new generation of broadband wireless communication networks [5]. - The target company, Weiyu Tiandao, founded in 2015, specializes in satellite navigation testing technology and is also a national-level "little giant" enterprise [5][6]. - Weiyu Tiandao's main business includes developing satellite navigation simulation testing instruments and providing a range of products and solutions related to satellite navigation and positioning [5][6]. Group 3: Industry Context - The restructuring plan is part of the North Exchange's efforts to implement policies aimed at enhancing the merger and acquisition landscape, which is expected to facilitate more high-quality projects in the future [2][8]. - The North Exchange has introduced mechanisms such as "small and fast" review processes and simplified review procedures for restructuring, which are designed to support innovative small and medium-sized enterprises in optimizing resource allocation [8].

他们认为，需从监管、上市公司、投资机构三方协同发力，进一步优化政策环境、提升并购质量、防范 市场风险，推动并购市场实现健康可持续发展。 站在新的起点上，多家受访券商高管对未来并购重组市场发展充满信心，但也认为并购市场在审核效 率、估值包容性、投后整合、理性交易等方面仍有进一步优化空间。 人民财讯9月23日电，"并购六条"政策实施一年来，市场活跃度显著提升，并购重组作为资本市场优化 资源配置、服务实体经济的重要功能进一步凸显。 ...

Group 1 - The core point of the news is that Chuangyuan Xinke plans to acquire 100% equity of Shanghai Weiyu Tiandao Technology Co., Ltd. for a total price not exceeding 900 million yuan, marking a significant asset restructuring event [1][2] - The share issuance price for the acquisition is set at 18.88 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [2] - Chuangyuan Xinke is recognized as a national-level "specialized, refined, and innovative" small giant enterprise, primarily serving the strategic direction of the new generation of broadband wireless communication networks [3] Group 2 - Shanghai Weiyu Tiandao, established in 2015, is also a national-level "specialized, refined, and innovative" small giant enterprise focusing on satellite navigation testing technology [3] - The merger aims to integrate communication testing systems with navigation testing systems, providing comprehensive testing solutions covering "ground-low altitude-satellite" and enhancing the company's core competitiveness [6] - The transaction is part of the North Exchange's efforts to implement policies related to mergers and acquisitions, indicating a growing trend of high-quality mergers and acquisitions in the market [1][9]

Core Viewpoint - The implementation of the "merger and acquisition six guidelines" has significantly increased market activity, highlighting the importance of M&A in optimizing resource allocation and serving the real economy [1] Group 1: Market Confidence and Future Development - Multiple interviewed brokerage executives express confidence in the future development of the M&A market, while acknowledging the need for improvements in review efficiency, valuation inclusivity, post-merger integration, and rational transactions [1] - A collaborative effort among regulators, listed companies, and investment institutions is deemed necessary to optimize the policy environment, enhance M&A quality, and mitigate market risks for sustainable development [1] Group 2: Suggestions for Improving Review Efficiency and Inclusivity - There is a call for enhanced review efficiency and inclusivity in M&A processes, with suggestions for establishing fast-track review channels for small asset acquisitions by large companies, which typically have strong business synergies and lower risks [2] - Recommendations include optimizing the classification review mechanism to allow for some tolerance of non-critical internal control flaws in target companies, thereby improving review efficiency [2] - The industry advocates for more case guidance from regulators regarding valuation inclusivity, especially for unprofitable "hard tech" assets, to reduce market uncertainty and enhance project expectations [2] Group 3: Valuation and Negotiation Respect - For non-related party M&A transactions, it is suggested that the valuation and negotiation outcomes between buyers and sellers should be respected, provided that the valuation methods are reasonable and information disclosure is adequate [3] - In transactions without performance guarantees, if the listed company adequately discloses risks and the target possesses core competitiveness, market negotiation results should be honored without mandatory performance guarantees [3] Group 4: Long-term Strategic Thinking for Listed Companies - The success of M&A depends not only on passing regulatory reviews but also on the effectiveness of post-merger integration, necessitating a shift from short-term thinking to long-term strategic planning by listed companies [4] - Listed companies are encouraged to focus on "industry empowerment" rather than chasing trends, with a clear strategy for identifying targets and a dedicated integration management office to respect the target company's culture and retain talent [4] - Enhancing the professional capabilities of M&A participants is seen as a way to address issues such as unscientific decision-making and inadequate pricing during M&A processes [4] Group 5: Rational Expectations from Private Equity Funds - Private equity funds are urged to maintain rational expectations regarding valuations and exit mechanisms, playing a critical role in transaction negotiations [6] - It is noted that discrepancies in valuation among shareholders can complicate negotiations, and private equity investors should manage their expectations while valuing the M&A exit mechanism [6] - Institutional investors are encouraged to actively engage in professional judgment rather than simply voting for or against M&A proposals, especially in cases of seemingly high premiums or unclear logic [6]

证券时报记者谭楚丹许盈 "并购六条"政策实施一年来，市场活跃度显著提升，并购重组作为资本市场优化资源配置、服务实体经 济的重要功能进一步凸显。 站在新的起点上，多家受访券商高管对未来并购重组市场发展充满信心，但也认为并购市场在审核效 率、估值包容性、投后整合、理性交易等方面仍有进一步优化空间。 他们认为，需从监管、上市公司、投资机构三方协同发力，进一步优化政策环境、提升并购质量、防范 市场风险，推动并购市场实现健康可持续发展。 建言提升 审核效率及包容性 并购重组审核的效率与包容性，直接关系到企业的并购意愿及市场活力。多名受访的券商人士向证券时 报记者表示，希望审核效率与包容度进一步提升。 西南证券总裁杨雨松建议，继续提升中小型产业整合项目及大市值上市公司并购小标的资产的审核速 度，为这类项目设立快速审核通道，简化审核材料、缩短审核周期。在他看来，上述项目通常业务协同 性强、风险低，快速审核可提升市场效率，激发企业并购意愿。 私募基金 需对估值有理性预期 作为并购交易中的重要参与方，私募基金等投资机构在交易谈判、退出机制等方面扮演关键角色。多位 业内人士呼吁，机构应更理性看待估值与退出，发挥专业监督作用。 徐 ...

Core Insights - The implementation of the "Six Merger and Acquisition Guidelines" by the China Securities Regulatory Commission (CSRC) has led to a significant increase in the A-share merger and acquisition (M&A) market, with a notable shift from quantity to quality in M&A activities [1][2] - The M&A market is characterized by a strong focus on industrial integration, particularly in "hard technology" sectors, as companies transition from growth competition to stock integration [2][3] Group 1: Market Dynamics - From September 2024 to August 2025, there were 163 major asset restructuring transactions disclosed by listed companies, with a total transaction value exceeding 472.4 billion, representing year-on-year increases of 117.3% and 172.9% respectively [2] - The current M&A landscape shows that over 75% of transactions are industrial mergers, a significant increase of nearly 30 percentage points compared to 2023 [3] - Emerging industries such as semiconductors, biomedicine, and high-end manufacturing are the primary focus for M&A targets, with valuations generally at a discount compared to the primary market, maintaining a dynamic price-to-earnings ratio in the range of 8 to 12 times [3] Group 2: Challenges in M&A - The complexity of M&A transactions requires a high level of capability from brokerage firms, including cultural integration, personnel adjustments, and business coordination post-transaction [4] - The lack of a market-oriented fee structure for M&A services poses challenges, as various entities, including financial advisory firms, compete with brokerages, emphasizing the need for brokerages to enhance their matching capabilities [4][5] - The rise in transactions involving unprofitable assets has tested the valuation, risk identification, and compliance capabilities of brokerages, with market-driven negotiations becoming more common [7][8] Group 3: Strategies for Success - Brokerages are advised to enhance their understanding of emerging industries and technologies, improve valuation capabilities, and strengthen resource integration and transaction facilitation skills [5] - In evaluating unprofitable assets, brokerages focus on three key areas: technological capability, market potential, and sustainable operational capacity [8]