证券研究报告 并购重组跟踪（三十二） 证券分析师：陈刚 执业证书编号：S0600523040001 邮箱：cheng@dwzq.com.cn 研究助理：孔思迈 执业证书编号：S0600124070019 邮箱：kongsm@dwzq.com.cn 2025年8月18日 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 目录 1、上周并购动态回顾 2、风险提示 2 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 1. 上周并购动态回顾 注：上周为8.11-8.17，（如无特殊说明）后文同 3 注：本报告所涉及个股/公司仅代表与产业或交易热点有关联，所引述资讯/数据/观点仅以展示为目的，不构成投资建议，个股层面请参照东吴证券研究所各行业组所推荐标的。 一：政策更新 ✓ 8月14日，海南省人民政府发布《海南省关于进一步支持医药产业高质量发展的若干政策措施》，鼓励省 内外企业依法兼并重组本省医药企业 ...

Group 1 - The securities industry is experiencing a continuous recovery in its prosperity, with the trading volume of the Shanghai and Shenzhen markets surpassing 20 trillion [1] - The sector's price-to-book (PB) ratio is at 1.53X, indicating potential for further recovery [1] - The investment value of brokerage firms is gradually being confirmed against the backdrop of an upward trend in the capital market and increased risk appetite, with undervalued quality brokerages still having allocation value [1] Group 2 - The Securities ETF (512880) tracks the Securities Company Index (399975), which selects listed companies involved in securities brokerage, underwriting, and sponsorship from the Shanghai and Shenzhen markets [1] - The index reflects the overall performance of listed companies in the securities industry and covers major enterprises, demonstrating strong market representation and industry characteristics [1] - The index aims to capture cyclical fluctuations in the securities market and changes in the industry under policy influences [1]

宋志平做企业40年，在中国建材集团和国药集团任职期间，有18年上市公司董事长的经验，在他从上市 公司"运动员"转身成为"教练员"，任职中国上市公司协会会长6年多来，调研了500多家上市公司，100 多家非上市公司。 ▲宋志平，著名经营管理专家、中国上市公司协会会长、总裁读书会全国领读者联 他把近些年对众多企业的观察、思考、与企业家的交流体会，以及自己做企业的经验融汇一炉，写就出 了现在的这本新书《硬道理》。 ...

Group 1 - The peak period for the disclosure of semi-annual reports for listed companies is underway, with public funds revealing their layouts for high-performing stocks [1] - Over 500 A-share listed companies have released their semi-annual reports as of August 15, with nine companies reporting net profits exceeding 10 billion yuan, and China Mobile leading with a net profit of 842.35 billion yuan [2] - Institutional investors are focusing on high-performing stocks, with 87 fund companies holding shares in China Mobile, and 128 and 139 fund companies holding shares in Kweichow Moutai and CATL, respectively [2] Group 2 - Some companies with significant profit growth have received early layouts from public funds, such as Zhimin Da, which reported a net profit of 38.29 million yuan, a year-on-year increase of 2147.93% [3] - The stock price of Zhimin Da has increased by over 90% this year, while Shijia Photon reported a net profit of 217 million yuan, a year-on-year increase of 1712.00%, with its stock price rising over 240% this year [3] - Semi-annual reports serve as an important tool for institutional investors to research listed companies, with a focus on sectors like biomedicine, communications, electronics, and financial services [4] Group 3 - The investment outlook for the second half of the year is positive, supported by favorable changes in the funding environment, with expectations of continuous inflow of external funds and rising markets [5] - Recommended investment directions include high-prosperity sectors such as AI, innovative pharmaceuticals, and military industry, as well as major financial sectors benefiting from market activity [5]

Core Viewpoint - The disclosure of semi-annual reports by listed companies has peaked, leading to public funds' strategic positioning in high-performing stocks, with expectations for a positive market cycle in the second half of the year [1][3]. Group 1: Performance of Listed Companies - Over 500 A-share listed companies have released their semi-annual reports, with nine companies reporting net profits exceeding 10 billion yuan, the highest being China Mobile at 842.35 billion yuan [1]. - Guizhou Moutai and CATL followed China Mobile in net profit, reporting 454.03 billion yuan and 304.85 billion yuan respectively [2]. - Zhimin Da achieved a staggering net profit growth of 2147.93%, reaching 38.298 million yuan in the first half of the year [1][3]. Group 2: Institutional Investment Trends - Institutional investors have shown significant interest in high-performing stocks, with 87 fund companies holding shares in China Mobile and 128 in Guizhou Moutai [2]. - Zhimin Da saw a substantial increase in institutional holdings, with 16 fund companies investing in it, despite a projected 80% decline in net profit for 2024 [3]. - Shijia Photon reported a net profit of 21.7 million yuan, marking a 1712% increase, with 35 fund companies holding its shares [3]. Group 3: Market Outlook - The semi-annual reports serve as a crucial tool for institutional investors to validate and adjust their stock selection logic, with a focus on sectors like biomedicine, communications, electronics, and financial services [3]. - Positive changes in market liquidity are expected to support a favorable market outlook in the second half of the year, with a potential influx of external funds [3]. - Investment strategies should focus on high-growth sectors such as AI, innovative pharmaceuticals, and military industries, as well as financial sectors benefiting from market activity [3].

Core Viewpoint - The article emphasizes the importance of enhancing technological innovation capabilities among listed companies in China as a key driver for high-quality development and market valuation improvement [1][2]. Group 1: Technological Innovation and Market Impact - Technological innovation is identified as the core driving force for high-quality development and market valuation of listed companies [1]. - The enhancement of innovation capabilities not only increases profits for companies but also promotes the diffusion of technological achievements across society, leading to overall industry profitability [2]. - A virtuous cycle is established where technological innovation boosts market valuation, which in turn facilitates increased funding for research and development [2]. Group 2: R&D Investment Growth - Listed companies are projected to invest 1.88 trillion yuan in R&D by 2024, accounting for over 50% of the total social R&D expenditure [3]. - As of August 15, 2023, A-share companies reported a total R&D investment of 85.04 billion yuan, reflecting a year-on-year increase of 4.52% [3]. - The number of patents held by A-share companies reached 2.2616 million, a growth of 5.32% compared to the end of 2024 [3]. Group 3: Mergers and Acquisitions - Mergers and acquisitions (M&A) are highlighted as a crucial method for listed companies to foster new industries and enhance competitiveness [5]. - As of August 15, 2023, 118 A-share companies disclosed significant asset restructurings, marking a year-on-year increase of 103.45% [5]. - M&A activities are particularly prominent in sectors such as electronics, automotive, computing, and biomedicine, aligning with policy directions [5][6]. Group 4: Talent Incentives - Stock incentives are recognized as a vital tool for attracting and retaining talent within companies [7]. - By August 15, 2023, 353 A-share companies had disclosed 398 stock incentive plans, with a significant portion (60.8%) from the Sci-Tech Innovation Board and Growth Enterprise Market [7]. - The focus on optimizing stock incentive mechanisms is expected to enhance the flexibility and effectiveness of talent retention strategies [7]. Group 5: Value of Enhancing Innovation Capabilities - Enhancing innovation capabilities among listed companies supports national strategic goals and contributes to global technological competitiveness [8]. - The capital market plays a role in directing resources towards high-growth technology enterprises, thereby improving market efficiency [8]. - Strong innovation capabilities in listed companies are likely to attract long-term investment, fostering market stability and growth [8].

Group 1 - China Shenhua Energy Co., Ltd. (China Shenhua) has resumed trading of its A-shares on August 18, following the announcement of a restructuring plan on August 15, which involves acquiring equity stakes from its controlling shareholder, China Energy Investment Corporation, and related companies, covering 13 firms with total assets of 258.36 billion yuan and net assets of 93.89 billion yuan by the end of 2024 [1] - The restructuring is part of a broader trend of increasing mergers and acquisitions (M&A) among state-owned enterprises (SOEs), with 636 SOEs disclosing M&A plans in 2023, marking a 10.29% year-on-year increase, and 32 of these being significant asset restructurings, up 68.42% [1][4] - The integration of resources is expected to enhance the core business capacity of China Shenhua and improve its profitability, while also addressing long-standing issues of competition within the coal sector [2][3] Group 2 - The acquisition of 13 core coal and related industry assets is seen as an effective measure to resolve competition issues between China Shenhua and China Energy Group, optimizing resource allocation and reducing redundant investments [2][3] - The restructuring is anticipated to create a strategic synergy effect, enhancing the overall competitiveness of the state-owned capital and boosting market confidence [2][3] - The trend of full industry chain integration is becoming mainstream among SOEs, with a focus on flexible payment methods and clear division of responsibilities between central and local enterprises [7][8] Group 3 - The efficiency of M&A approvals has improved significantly, with major asset restructuring projects averaging only 141 days from acceptance to registration, indicating a more favorable regulatory environment [8] - The focus of future M&A activities is expected to shift towards emerging strategic sectors such as renewable energy, high-end equipment, and biomedicine, as well as addressing issues of competition among SOEs [8][9] - The restructuring efforts are aligned with national strategies aimed at achieving high-quality economic development, emphasizing the importance of balancing short-term gains with long-term strategic goals [9]

Core Insights - The report highlights four newly disclosed mergers and acquisitions involving listed companies during the period from August 8 to August 14, 2025, across various industries including light industry manufacturing, biomedicine, food and beverage, and computer technology [1][9]. Company Summaries Yongji Co., Ltd. - Yongji Co., Ltd. specializes in the design, research and development, production, and sales of packaging printing products, focusing on high-quality packaging solutions for tobacco and alcoholic beverages. The company plans to acquire control of Nanjing Tenafly Electronic Technology Co., Ltd. through a combination of issuing shares and cash payment [2][9]. *ST Biology - *ST Biology operates in the dual sectors of biomedicine and energy conservation. The company plans to acquire a 51% stake in Hunan Huize Biomedical Technology Co., Ltd., which focuses on drug research and clinical evaluation services. This acquisition aims to enhance the company's capabilities in drug development and clinical evaluation, thereby improving overall profitability and risk resistance [3][10]. Wancheng Group - Wancheng Group is engaged in the research, cultivation, and sales of fresh edible mushrooms, as well as the retail of snacks. The company intends to purchase a 49% stake in Nanjing Wanyou Commercial Management Co., Ltd. for approximately 1.379 billion yuan, aiming to strengthen its market competitiveness in the snack retail sector [4][11]. Kaipu Cloud - Kaipu Cloud focuses on artificial intelligence technology, offering a comprehensive AI product system. The company plans to acquire control of Shenzhen Jintaike Semiconductor Co., Ltd. or its storage business assets, which specializes in the research, production, and sales of electronic storage products [6][12].

Core Viewpoint - China Shenhua (601088) announced a restructuring plan involving the acquisition of multiple subsidiaries from its controlling shareholder, China Energy Group, which will enhance its resource reserves and operational capabilities [1][3]. Group 1: Transaction Details - The restructuring involves the acquisition of 13 target companies across coal, coal power, coal chemical, and logistics sectors, with total assets of CNY 258.36 billion and net assets of CNY 93.89 billion as of the end of 2024 [2]. - The expected revenue for the acquired assets in 2024 is CNY 125.996 billion, with a net profit of CNY 8.005 billion, and a non-GAAP net profit of CNY 9.811 billion after excluding long-term asset impairment losses [2]. Group 2: Strategic Implications - The transaction will allow China Shenhua to integrate its coal mining, coal power, coal chemical, and logistics services, significantly enhancing its resource reserve scale and core business capacity [3]. - This integration aims to optimize the entire industry chain layout, reduce operational costs, and improve sustainable profitability, creating a strategic value greater than the sum of its parts [3]. - Post-transaction, the company is expected to see significant increases in total assets, net assets, and revenue, thereby improving asset quality and profitability [3]. Group 3: Financial Outlook - China Shenhua plans to distribute at least 75% of its net profit attributable to shareholders for the first half of 2025, with an estimated profit range of CNY 23.6 billion to CNY 25.6 billion [3]. - Prior to the suspension, the company's A-share price was CNY 37.56, with a total market capitalization of CNY 746.3 billion [4].

Group 1 - China Shenhua plans to acquire 100% equity stakes in multiple companies from the State Energy Group, including Guoyuan Power, Xinjiang Energy, and others, through a combination of issuing A-shares and cash payments [2][3] - The transaction involves 13 target companies across various sectors, including coal, coal power, and coal chemical industries, with total assets amounting to 258.36 billion yuan and net assets of 93.89 billion yuan as of the end of 2024 [4] - The acquisition aims to enhance the company's integrated operational advantages, expand its main business scale, and improve overall asset quality and profitability [6] Group 2 - The company anticipates a mid-year profit distribution in 2025, amounting to at least 75% of the net profit attributable to shareholders for the first half of 2025 [7] - The projected net profit for the first half of 2025 is estimated to be between 23.6 billion yuan and 25.6 billion yuan [8] - Prior to the suspension of trading, the company's A-share price was 37.56 yuan per share, with a total market capitalization of 746.3 billion yuan [11]