记者丨彭新 编辑丨骆一帆 进入12月，筹划重大资产重组的国产算力龙头中科曙光（603019.SH）与海光信息（688041.SH）合并案、半导体IP第一股芯原股份 （688521.SH）并购芯来智融案相继宣布终止交易。 前者终结了旨在实现两家公司深度整合的"换股吸收合并"计划，后者则称因关键事项未达预期，放弃了对RISC-V独角兽芯来智融的发行股份 购买资产安排。 12月半导体行业领域并购密集"踩刹车"，从终止并购的原因来看，各家公告的理由不尽相同，有的称"市场环境变化"，有的则表示"核心条款 未达成一致"。 图片来源：IC photo 此外，思瑞浦（688536.SH）、帝奥微（688381.SH）等半导体企业也在12月相继宣告终止并购重组。 估值倒挂与监管趋严是主因 就海光信息终止吸收合并中科曙光一案来看，在投资者说明会上，海光信息董事、总经理沙超群解释称，本次重组交易方案披露以来，吸并双 方的二级市场股价变化较大。自今年6月10日本次重组预案披露至8月中旬，双方股价走势基本平稳，但自8月中旬以来，受国内国际环境变 化、A股市场整体走势、AI产业热度变化及市场预期等复杂因素影响，双方股价开始大幅上涨并呈现 ...

并购潮降温。 进入12月，筹划重大资产重组的国产算力龙头中科曙光（603019）（603019.SH）与海光信息 （688041.SH）合并案、半导体IP第一股芯原股份（688521.SH）并购芯来智融案相继宣布终止交易。 前者终结了旨在实现两家公司深度整合的"换股吸收合并"计划，后者则称因关键事项未达预期，放弃了 对RISC-V独角兽芯来智融的发行股份购买资产安排。 此外，思瑞浦（688536.SH）、帝奥微（688381.SH）等半导体企业也在12月相继宣告终止并购重组。 估值倒挂与监管趋严是主因 12月半导体行业领域并购密集"踩刹车"，从终止并购的原因来看，各家公告的理由不尽相同，有的 称"市场环境变化"，有的则表示"核心条款未达成一致"。 就海光信息终止吸收合并中科曙光一案来看，在投资者说明会上，海光信息董事、总经理沙超群解释 称，本次重组交易方案披露以来，吸并双方的二级市场股价变化较大。自今年6月10日本次重组预案披 露至8月中旬，双方股价走势基本平稳，但自8月中旬以来，受国内国际环境变化、A股市场整体走势、 AI产业热度变化及市场预期等复杂因素影响，双方股价开始大幅上涨并呈现较大波动。与合并预案公 ...

董事会"9票同意、0票反对"的表决结果看似一致，然而其中一行小字格外刺眼："董事范永武对本议案 投弃权票。" 作为海通证券背景的资方董事，范永武的弃权在A股董事会"一团和气"的生态中显得尤为突兀。这张弃 权票不仅是对近20亿元现金支出的无声质疑，更撕开了沃森生物在业绩承压之下，资本配置逻辑与公司 治理结构的深层裂缝。 01 资金困境 前三季度净利润仅1.63亿元的公司，却准备一次性支出近20亿元现金用于内部股权收购。 沃森生物计划分别向"汇祥越泰"支付16.39亿元、向"天津蓝沃"支付3.59亿元，合计动用自有资金约 19.98亿元，收购其控股子公司玉溪沃森13.78%的股权。 这意味着公司要花掉相当于其前三季度净利润12倍的现金，去购买一个已由其绝对控股（持股超78%） 的子公司少数股权。 交易前后，沃森生物对玉溪沃森均为绝对控股，合并报表范围未变。这20亿砸下去，既没有带来新产品 管线，也没有拓展新市场版图。 在经营性现金流并不宽裕的关口，抽调巨额资金用于非生产性股权收购，势必会挤占主业的研发与市场 投入。范永武的弃权或许正是基于对 "资金使用优先级" 的担忧。 尽管"天津蓝沃"被界定为无关联方，但在沃森 ...

Core Viewpoint - Increasing numbers of government investment funds are transitioning from Limited Partners (LP) to General Partners (GP), focusing on direct investments and seeking new investment opportunities in both emerging industries and existing markets [1][2]. Group 1: Transition to Direct Investment - Since the release of the "Guiding Opinions on Promoting the High-Quality Development of Government Investment Funds" (referred to as "Guoban No. 1 Document"), local government investment funds have shifted their strategy to include direct investment, with a notable increase in direct investment projects [2][4]. - The scale of direct investments has reached nearly 100 million yuan in the first half of the year, indicating a significant commitment to this approach [2]. - The overall management scale of China's mother fund industry has decreased by 23.7% compared to the end of 2024, with government-guided funds seeing a 24.0% decline [4][5]. Group 2: New Types of GP Collaboration - Government investment funds are now collaborating with new types of GPs to create ecosystems and enhance industrial capabilities, moving beyond merely fulfilling return tasks [8]. - A local investment platform has made angel investments in innovative technology companies, focusing on high thermal conductivity aluminum nitride ceramic products, which are crucial for advanced industries like AI and 5G [8][9]. - The establishment of a pilot platform for material innovation teams has been initiated to facilitate the transition from research to market, addressing a critical gap in the technology transfer process [9]. Group 3: Exploring Existing Market Opportunities - A local state-owned fund in a second-tier city has recognized its limited capital strength and is focusing on finding investment opportunities within the existing market, particularly in traditional industries [12]. - Despite low profit margins in many local enterprises, some companies have shown promising financial performance, with gross margins reaching 40-50% and net profit margins around 20% [13]. - The fund plans to empower these well-performing companies through mergers and acquisitions, aiming to integrate them into the broader industrial chain and explore international market opportunities [13].

Core Insights - Mergers and acquisitions (M&A) are becoming a key driver for high-quality development among listed companies, with opportunities arising from policy benefits and industrial upgrades [1][7] - The M&A market is expected to see "total growth and structural optimization" over the next year, with trends towards deeper industrial integration, cross-sector M&A improvements, and diversified valuation systems [1] Group 1: Current M&A Landscape - Since the implementation of the "Six M&A Guidelines" in September last year, over 200 major asset restructuring transactions have been recorded in the market [2] - The main drivers of A-share M&A transactions include strategic transformation, industry chain extension, and the cultivation of second growth curves through the injection of quality assets [2] - Small and medium-sized enterprises (SMEs) with market capitalizations between 2 billion and 12 billion yuan are particularly active in M&A due to their expansion needs and flexible decision-making [2] Group 2: Buyer Preferences and Asset Characteristics - The most sought-after assets for buyers are in advanced manufacturing sectors such as high-tech equipment, semiconductors, and new energy [3] - M&A transactions are primarily focused on small-scale acquisitions under 1 billion yuan, which align with the financial capabilities of SMEs and reduce integration difficulties [3] - Buyers prioritize growth potential and valuation alignment over merely seeking undervalued assets, often offering reasonable premiums for targets with core technologies [3] Group 3: Challenges in Cross-Sector M&A - Cross-sector M&A faces significant challenges, including a lack of industry understanding, misaligned valuation logic, and insufficient integration capabilities [4] - The transaction cycle reveals risks in both the initial matching phase and the subsequent integration phase, with cultural conflicts and unmet expectations being common issues [4] - Effective risk control can be achieved through multi-party collaboration and preemptive measures, such as thorough due diligence and pilot collaborations before formal acquisitions [4] Group 4: Market Dynamics and Valuation Issues - The primary market is experiencing a structural alleviation of valuation discrepancies, although some sectors, particularly technology, still face challenges due to high R&D costs and strong growth expectations [5] - Bridging valuation gaps requires a combination of policy tools and market mechanisms, such as installment payments and performance-based agreements [5] Group 5: Future M&A Opportunities - Future M&A opportunities are expected to concentrate in four key areas: high-end manufacturing import substitution, green economy supply chain integration, digital economy data asset acquisitions, and biopharmaceutical technology platform mergers [8] - The participation of private equity funds in listed company M&A is anticipated to increase significantly as market conditions improve [8]

Core Viewpoint - The perception of Pre-IPO projects as highly desirable investments has shifted, with significant valuation declines observed following regulatory changes and market conditions [2][3]. Group 1: Valuation Changes - A specific Pre-IPO project saw its valuation drop from 60 billion to under 9 billion, representing an 85% decrease after the Shenzhen Stock Exchange halted its IPO review [2]. - The phenomenon of valuation inversion is common, where the latest financing round's valuation is lower than previous rounds or the expected IPO valuation [2][3]. Group 2: Causes of Valuation Inversion - Market environment changes, including macroeconomic fluctuations and industry competition, impact investor expectations and lower valuations [3]. - Internal issues within Pre-IPO companies, such as inadequate profitability and unstable management teams, contribute to decreased investor confidence and valuation [3]. - Stricter IPO review standards by regulatory bodies increase uncertainty for Pre-IPO projects, further affecting their valuations [3]. Group 3: Investment Caution - Investors must conduct thorough research on the fundamentals of Pre-IPO companies, including business models, core competencies, financial health, and market prospects, rather than being swayed by high valuations and IPO expectations [3]. - Consideration of market and policy changes is essential for assessing potential impacts on company valuations, necessitating effective risk assessment and mitigation strategies [3].

Group 1 - The core discussion at the 2025 Global Investor Conference focused on the progress of the M&A market, including topics such as valuation discrepancies, investor expectations, and challenges in deal design and cross-industry integration [1][2] - The Shenzhen Stock Exchange has implemented measures to enhance the efficiency of M&A reviews, with a reported average time reduction of 20% for major asset restructurings from 2022 to 2024 [2][3] - The number of disclosed restructuring projects has approached 800, with significant growth in major asset restructurings, which increased by over 200% year-on-year [2][3] Group 2 - The current M&A market is characterized by a notable gap between valuations in M&A transactions and IPO valuations, which poses challenges for both buyers and sellers [4][5] - The average static P/E ratio for major asset purchases by listed companies from 2022 to 2024 is reported to be between 13x and 16x, significantly lower than IPO valuations [5][6] - The semiconductor industry has seen a shift in seller sentiment, with sellers becoming more willing to accept lower valuations due to changing market conditions and regulatory clarity [6][7] Group 3 - Cross-industry mergers are facing challenges, including the complexity of integrating unrelated businesses and the difficulty in reaching consensus on key terms [7][8] - Regulatory support for cross-industry mergers is conditional, requiring that the acquiring company is of good quality and that the target company has strong competitive advantages in its niche market [8]

Group 1: M&A Market Trends - The current M&A market is experiencing significant activity, with nearly 800 disclosed restructuring projects, and major asset restructurings exceeding 90, representing a year-on-year increase of over 200% [2] - The Shenzhen Stock Exchange is enhancing review efficiency, aiming to reduce the average time for major asset restructurings by 20% from 2022 to 2024 [2][3] - Many small and medium-sized enterprises are seeking acquisitions by listed companies due to pressures from slow IPO reviews and limited financing options [2] Group 2: Valuation Challenges - There is a notable discrepancy between M&A valuations and IPO valuations, with the average static P/E ratio for major asset purchases between 13x and 16x, significantly lower than IPO valuations [5] - The market is witnessing a phenomenon of price inversion, where sellers are becoming more willing to accept lower valuations, with some indicating a willingness to accept a 50% reduction [6][5] - Regulatory bodies are increasingly recognizing the need for valuation flexibility to facilitate reasonable transaction pricing between parties [6] Group 3: Cross-Industry M&A Challenges - Cross-industry mergers face significant challenges, including complex integration processes and differing corporate cultures, which can lead to high failure risks [7] - Successful cross-industry acquisitions require a strong competitive position for the target company and a willingness from the acquiring company to adapt and integrate new capabilities [8] - Regulatory support for cross-industry mergers is conditional, emphasizing the need for quality in both the acquiring and target companies [8]