□ 徐 明 随着资本市场改革的不断深入，一场由政策与市场共同驱动的并购重组浪潮正在上演，并购重组案例数 量、交易规模持续攀升。并购重组作为我国资本市场的重要功能之一，正与IPO形成功能互补，共同构 建多层次资本市场体系。未来并购重组市场会持续发展，其发展方向上应遵循市场规律、优化资源配 置、实行优胜劣汰，强调高质量和新质生产力。 一、政府积极推动，政策举措加码 近年来，一系列支持和推动并购重组的政策陆续出台。在中央层面，2024年国务院发布《关于加强监管 防范风险推动资本市场高质量发展的若干意见》（下称"新'国九条'"）。在监管层面，中国证监会2024 年发布《中国证监会关于深化科创板改革 服务科技创新和新质生产力发展的八条措施》（下称"科八 条"）、《关于深化上市公司并购重组市场改革的意见》（下称"并购六条"），2025年发布《关于修改 〈上市公司重大资产重组管理办法〉的决定》（下称"重组六条"）等。在地方层面，如《上海市支持上 市公司并购重组行动方案（2025—2027年）》等出台。 并购重组是资本市场的基本功能之一，对于市场统一、资源优化配置、体现优胜劣汰、推动企业做大做 优做强和科技创新、促进新质生产 ...

来源：寻瑕记 摩尔上市第五天，股价突破940元，总市值突破4400亿。 第一天，大家以为是历史大顶 昨天，大家都以为是对子大顶 今天，大家都后悔没有在第一天冲进去 之前说"一代人有一代人的中石油"，格局太小了，这个估值中石油都消化不了。 你以为的春季躁动：涨业绩，涨基本面，涨核心资产 实际上的春季躁动：炒次新，炒北交，炒超市，炒马年 海王，60岁临退休，你们说啥，耳聋眼花 以前的老登：地产白酒煤炭 现在的老登：易中天寒武纪 卖方老师说，一级的朋友们，永远不要低估二级的接盘能力，寒王走了五年的路，摩尔用一周就走完 了，这就是二级的宿命吗？ 二级的老师接盘一周，已经赚晕了，发行价114.28，盘中最低点556，拉到941，接近翻倍，这就是一级 的馈赠吗？ 不在摩尔县城的人被抽干了流动性，流通盘小，辨识度高，宏大叙事强，这就是科技的力量吗？ 摩尔，18岁的女大，青春洋溢，人见人爱 东芯，30岁的熟女，带刺玫瑰，成熟稳重 寒王，40岁的老登，没事钓鱼，有事躺尸 你感觉整个估值体系都被"千金马骨"撼动了，实则估值体系一直这样，市场永远有今天没明天，喝最烈 的酒，骑最快的马，上最有共识的逻辑，干最猛的票。 在小作文里体验 ...

Core Viewpoint - The construction of a financial system that adapts to the development of future industries is a complex system engineering task, requiring a balance between effective markets and proactive government intervention, while breaking path dependence and institutional barriers [1][22]. Group 1: Future Industry Characteristics - Future industries are characterized by the deep integration of technological and industrial innovation, representing a shift towards disruptive innovation driven by cutting-edge technologies [4]. - These industries face fundamental differences in financing needs compared to traditional industries, primarily due to their inherent uncertainty and the lack of established market applications [4][3]. - The rise of future industries necessitates a profound structural reform of the financial supply side to create a modern financial ecosystem that effectively accommodates their unique risk-return characteristics [3][4]. Group 2: Financial System Requirements - The financial system must develop mechanisms for prudent management of uncertainty, flexible operational mechanisms, inclusive development mechanisms, and transparent regulatory mechanisms to adapt to the uncertainties of future industries [4]. - There is a need for a financial infrastructure that can price and manage innovation-related uncertainties, utilizing financial technology for real-time risk monitoring and developing diversified investment tools [9][10]. Group 3: Capital Market Development - The capital market must evolve to support a modern industrial system, focusing on maintaining a reasonable proportion of manufacturing and enhancing the service capabilities of various market segments [5][7]. - A multi-layered capital market system should be established to enhance the service capabilities for specialized small and medium enterprises, particularly those with high intangible asset ratios [7][12]. Group 4: Investment and Financing Coordination - A seamless and complementary financing ecosystem is required to support the growth trajectory of future industries, necessitating a diverse "toolbox" of financing options tailored to different stages of enterprise development [12]. - The financial system should transition from a focus on collateral-based lending to a value discovery approach, emphasizing the importance of intangible assets and future growth potential [6][13]. Group 5: Innovation in Financial Products - Financial products must be innovated to align with the characteristics of future industries, including the development of green finance, digital finance, and inclusive finance to support various sectors of the economy [17][20]. - The establishment of a comprehensive financial service standard system is essential to support the growth of future industries and ensure that financial resources are effectively allocated [18][19]. Group 6: Regulatory Framework - A modern regulatory framework is necessary to ensure that financial resources are effectively directed towards innovation while managing risks, requiring a shift towards functional and penetrating regulation [21]. - The financial system must be equipped to handle systemic risks while promoting a culture of investment in innovative sectors, ensuring that financial resources are available for long-term projects [21].

Core Insights - The report emphasizes the concept of "bull market thinking," which has become a frequent topic among institutional investors, focusing on strategies derived from over 70,000 active equity fund quarterly reports from 2008 to 2021 [2][3] - The report identifies ten key thoughts that encapsulate the essence of "bull market thinking," including shifts in investment strategies, the role of leverage, and the importance of maintaining high positions during a bull market [2][3] Group 1: Investment Strategy - Investment strategies should shift from "conservative defense" to "aggressive offense," with flexible adjustments in positions and structures to capture market opportunities [3][4] - In the early stages of a bull market, valuation recovery drives the market, while profitability determines the sustainability and height of the bull market [5][6] - Maintaining a high position is more critical than timing the market during a bull market, as missing out on overall market gains poses a greater risk than potential pullbacks [9][10] Group 2: Leverage and Market Dynamics - Leverage funds act as both an "accelerator" for bull markets and a "risk amplifier," significantly impacting market volatility and dynamics [7][8] - Different types of incremental funds have profound effects on the valuation system during bull markets, with foreign capital and public funds influencing market trends and valuations [10][11] Group 3: Sector Focus and Market Trends - Identifying and focusing on the main industry lines during each bull market is crucial for achieving excess returns, as these lines reflect macro policies and economic transformations [11][12] - The distinction between "storytelling" and "performance" is essential, as different bull market drivers yield varying returns based on market conditions [13][14] Group 4: Market Adaptation and Valuation - Investors must respect market dynamics and be willing to adjust their strategies in response to changing conditions, emphasizing the importance of continuous decision optimization [15][16] - Bull markets can reshape valuation systems, but caution is advised against "pseudo-growth" stocks, with a focus on companies that demonstrate solid fundamentals [17][18] Group 5: Quality and Pricing - The definition of quality companies remains unchanged, but the requirements for "good prices" are increasingly stringent, necessitating a careful selection of stocks that offer both quality and reasonable valuations [19][20]

Summary of Mechanical Industry Research and Conference Call Industry Overview - The mechanical industry is characterized by high valuations, reflecting market expectations for growth. Investment requires in-depth analysis to identify companies with growth potential for value investment [1][2][3] - The industry can be categorized into long-cycle, short-cycle, and growth-oriented segments, each requiring different valuation methods such as PB, PE, or PS [1][3][5] Key Insights - **Midstream Equipment**: Historically focused on demand, but profit growth and elasticity are less than resource and consumer goods, limiting investment value. A return to supply-demand balance is necessary, with attention to competitive dynamics and overseas market expansion for revenue and profit growth [1][6][8] - **Production Elasticity**: The mechanical industry has high production elasticity, which limits price increase potential. In a competitive environment, market share is being redistributed, and the focus has shifted from new demand to stock renewal, particularly in the construction machinery sector [1][7][8] - **General Equipment**: Exhibits cyclical growth attributes, with higher investment success rates during upturns. A framework for tracking manufacturing includes macro (PMI, business investment) and mid-level data (forklift sales, Japanese machine tool orders) to assess manufacturing health [1][10][11] Valuation and Economic Indicators - Different sub-industries have distinct valuation approaches. Cyclical sub-industries typically follow PB or PE methods, while high-growth sectors like semiconductor equipment may use PS. Growth-oriented sectors rely on future profit forecasts [5][19] - Price adjustments for companies are influenced by exchange rate fluctuations and industrial gas prices, with oxygen prices serving as an economic barometer reflecting demand changes in steel and other industries [12][19] Competitive Landscape and Market Dynamics - The mechanical industry is experiencing changes in supply-demand relationships due to economic slowdowns, with a focus on competitive dynamics and market share stabilization. Overseas markets present significant growth opportunities, often two to three times larger than domestic markets [8][9][30] - The importance of large clients is emphasized, as they provide market recognition and can help companies break through market bottlenecks, enhancing performance certainty and valuation expectations [23][24] Sector-Specific Trends - **Engineering Machinery**: The sector's growth is driven by downstream demand from real estate, infrastructure, and urbanization. The shift from large projects to smaller, scattered projects is noted, with equipment renewal becoming a key driver [27][29] - **Data Analysis**: The engineering machinery sector can be analyzed using various data sources, including customs data and foreign financial reports, to understand market dynamics and risks [30][31] External Influences and Future Outlook - External factors such as national policies and demand from state-owned enterprises significantly influence company growth. Differentiated strategies can lead to rapid advancements in sectors like lithium batteries and laser technology [25][26] - The capacity ramp-up cycle affects profit release, with companies experiencing profit growth exceeding revenue growth during this phase [26] Conclusion - The mechanical industry presents a complex landscape with high growth potential, driven by technological advancements and changing market dynamics. Investors should focus on identifying companies with strong growth capabilities and adapting to evolving economic conditions to maximize investment value [20][21][37]

1. Report Industry Investment Rating - Not provided in the given content 2. Core Viewpoints of the Report - The market fluctuated upward this week, with major broad - based indices and convertible bond indices showing a mild recovery. The market's main line is still unclear, and it is waiting for incremental information. The convertible bond market resonated with the equity market, with increased trading activity and a continued differentiation in the valuation structure. The focus of capital allocation has shifted from extreme elasticity to high certainty, and a "stable allocation + selective elasticity" dual - wheel drive strategy is maintained. In the bond market, the pressure of maturing inter - bank certificates of deposit in the next three weeks is still large, and the pressure on cross - quarter liquidity cannot be ignored. It is difficult to see a smooth decline in interest rates in June [1][2]. - In the equity market, under the dual background of the adjustment of the public fund assessment mechanism and the phased easing of Sino - US tariffs, the main line is still unclear, and the style is differentiated. The dividend style has attracted wide attention, and the growth style is gradually recovering. The market value structure is biased towards small - cap growth. In terms of strategy, it is necessary to optimize strategies by combining new productive forces, institutional dividends, and the dynamic evolution of the valuation system. In terms of allocation, attention should be paid to the dividend, technology growth, and large - consumption sectors [8]. - For the convertible bond market, it is recommended to use a framework of "neutral position, bond selection as the foundation". The dumbbell strategy will still be dominant. In terms of allocation, focus on three directions: concentrating positions on high - rating, low - premium blue - chip convertible bonds; selecting medium - and high - priced thematic growth bonds; and conducting refined management in combination with clause events and credit marginal changes [2][9]. 3. Summary by Relevant Catalogs 3.1 Market Observation - In the past week (from June 2nd to June 6th), major broad - based indices and convertible bond indices fluctuated upward, but the market style was still differentiated. The convertible bond information technology index, AA - and below index, convertible bond high - price index, and small - cap convertible bond index led the gains. In the bond market, the pressure of maturing inter - bank certificates of deposit in the next three weeks is large, and it is difficult to see a smooth decline in interest rates in June [7]. - In the equity market, the main line is unclear, and the style is differentiated. The dividend style is popular, and the growth style is recovering. The market value structure is biased towards small - cap growth. Attention should be paid to the dividend, technology growth, and large - consumption sectors [8]. - The convertible bond market resonated with the equity market, showing a mild recovery, with increased trading activity and a continued differentiation in the valuation structure. A "stable allocation + selective elasticity" strategy is maintained, and a "neutral position, bond selection as the foundation" framework is recommended [9]. 3.2 Convertible Bond Market Tracking 3.2.1 Convertible Bond Market Conditions - The report provides the performance data of various convertible bond indices in different time periods, such as the one - week, two - week, 3 - month - since, one - month, two - month, half - year, and one - year changes of the Wind Convertible Bond Energy Index, Wind Convertible Bond Materials Index, etc. [10] 3.2.2 Convertible Bond Individual Bonds - The report shows the top five and bottom five individual bonds in terms of weekly price changes and the top five and bottom five underlying stocks of individual bonds in terms of weekly price changes, but specific bond names are not provided [13][25] 3.2.3 Convertible Bond Valuation - The report presents the valuation trends of bond - type, balanced, and equity - type convertible bonds, as well as the conversion premium rate valuation trends of convertible bonds with par values in different ranges (90 - 100, 100 - 110, 110 - 120) [19][21][31] 3.2.4 Convertible Bond Prices - The report shows the trends of the proportion of high - price bonds, low - price bonds, the proportion of bonds falling below the bond floor, and the median price of the convertible bond market [29][33]

Group 1 - The core idea emphasizes the gap between knowledge and action in investing, highlighting that theoretical understanding alone is insufficient for success in investment [1] - The article references Warren Buffett's quote about the rarity of wealthy economists who profit from securities, indicating a disconnect between academic knowledge and practical investment success [1] - It discusses the high failure rate of startups founded by university professors, suggesting that theoretical knowledge does not guarantee practical success [1] Group 2 - The article outlines the fundamental logic of value investing, which is based on the principle of acting contrary to market emotions, focusing on intrinsic value rather than short-term market noise [3] - It describes "greed periods" as times when value is overestimated and "fear periods" as times of irrational selling, emphasizing the importance of thorough research and valuation to identify investment opportunities [3] Group 3 - Various emotional indicators are discussed, including the VIX index, which is considered a key measure of investor sentiment and market volatility [4] - The VIX index is defined as a measure of expected volatility over the next 30 days, often referred to as the "fear index" [4] - The article notes that a VIX below 15 indicates excessive optimism in the market, while a VIX above 40 suggests extreme pessimism, providing potential signals for investment decisions [5] Group 4 - Historical data shows that when the VIX exceeds 40, it often signals market bottoms, with a 92% probability of stock market gains in the following six months [5] - The article cites specific instances where the VIX spiked, such as during the 2008 financial crisis and the COVID-19 pandemic, leading to significant market recoveries [5][8] Group 5 - The importance of combining emotional indicators with valuation systems is emphasized to avoid false signals during market downturns [10] - The article suggests using both absolute and relative valuation methods to assess intrinsic value and avoid "value traps" [10] Group 6 - A systematic investment strategy is proposed, which involves tracking quality companies and ETFs, setting buy/sell targets based on market sentiment, and validating fundamentals before making investment decisions [11] - The strategy includes a phased approach to buying during high VIX and low valuation signals, and gradually selling during low VIX and high valuation signals [12] Group 7 - The article concludes that a deep understanding of market psychology and the use of tools like the VIX index, combined with solid valuation methods, can transform investment principles into tangible financial gains [12]

Core Viewpoint - The article discusses the valuation and growth potential of Bull Group, emphasizing the importance of long-term return on equity (ROE) and the company's ability to maintain high profitability despite current growth rates showing a decline [2][6]. Group 1: Valuation Insights - The current PE ratio of Bull Group is 21, which may require downward adjustment due to declining growth rates, with projected revenue growth of 7.24% and net profit growth of 1.04% for 2024 [2]. - The author suggests that the valuation tolerance for Bull Group could be raised to around 20 times PE, given its average ROE of over 25% [6]. - Historical data shows that Bull Group has maintained a high ROE of 28.17% since its listing, indicating strong financial health and competitive positioning [5][6]. Group 2: Competitive Positioning - Bull Group is characterized as a cash cow with low debt and capital expenditure, possessing strong brand influence and channel control, with no significant competitors in its space [5]. - The company's high net profit margins are attributed to effective cost control rather than high gross margins, which hover around 40% [6]. - The article draws parallels between Bull Group and Midea, highlighting that both companies achieve substantial profits through rigorous expense management rather than exorbitant product pricing [6]. Group 3: Market Timing and Investment Strategy - The lowest valuation for Bull Group during the recent bear market was 18.67 times PE, presenting a potential buying opportunity [7]. - The article emphasizes that timing the market to buy at the lowest point is often more about luck than skill, suggesting that investors may need to accept higher prices in practice [7]. Group 4: Long-term Investment Philosophy - The article references the three thresholds for valuation as proposed by Graham, indicating that companies with strong competitive advantages can justify higher PE ratios [3][4]. - The long-term return on equity is a critical factor in determining the potential returns from holding a stock, as noted by Charlie Munger [6].