2025 年 09 月 03 日 科创板高质量并购潮集中涌现 ——从微观案例看本轮并购趋势之三 研究支持 王雪蓉 A0230523070003 wangxr@swsresearch.com 联系人 王雪蓉 (8621)23297818× wangxr@swsresearch.com 相关研究 证券分析师 陆灏川 A0230520080001 luhc@swsresearch.com 王雪蓉 A0230523070003 wangxr@swsresearch.com 牟瑾瑾 A0230524100002 mujj@swsresearch.com 王胜 A0230511060001 wangsheng@swsresearch.com 本研究报告仅通过邮件提供给 中庚基金 使用。1 请务必仔细阅读正文之后的各项信息披露与声明 研 究 证 券 研 究 报 告 策 略 A 股 策 略 - ⚫ 近期科创板并购动作密集，停牌公告密集发布，引发市场高度关注。仅 2025 年 8 月单月，科创板 就已出现 7 起重大资产重组或定增收购案例，数量持平 25Q2 全季度。其中，半导体领域成为绝对 主力，在 7 起案例中占据 5 起 ...

Core Insights - The semiconductor industry is experiencing a significant wave of mergers and acquisitions (M&A), driven by the need for technological integration and market expansion in a competitive global landscape [1][2][6] - As of July 11, 2025, there have been nearly 270 M&A cases in the semiconductor sector from 2020 to 2025, with a record high of over 60 cases in 2024 alone [2][3] - The trend indicates a shift in the competitive landscape, with Chinese semiconductor companies actively seeking to adapt and innovate through strategic mergers [1][6] M&A Activity - The semiconductor M&A activity is characterized by horizontal integration, with over 30% of cases from 2022 to 2025 falling into this category [2] - In 2025, strategic cooperation M&A cases have increased to over 10%, a significant rise from the previous year [2] - Major restructuring events in 2025 include seven companies involved in seven significant M&A cases, marking a new high since 2020 [2][3] Company Performance - The average market capitalization of semiconductor companies involved in M&A in 2025 exceeds 52 billion yuan, nearly three times the previous year's average [3] - The average price-to-earnings (P/E) ratio for these companies is close to 88 times, a significant decrease of over 70% from the previous year [3] - Revenue and net profit growth rates for these companies have improved, with average revenue growth nearing 20% and net profit growth at 16.4% [3] Post-M&A Outcomes - Companies that have completed M&A transactions have shown significant performance improvements, such as Changchuan Technology, which reported a revenue of 3.642 billion yuan in 2024, a historical high [4] - The stock prices of semiconductor companies involved in M&A have generally outperformed the Shanghai and Shenzhen 300 Index, with an average increase of nearly 10% since 2020 [5] Challenges and Market Dynamics - Despite the M&A boom, there have been 11 publicly disclosed terminated M&A cases in the semiconductor sector in the first half of 2025, primarily due to disagreements on core transaction terms [5] - The ongoing M&A trend is driven by the urgent need for global competition and industrial upgrades, despite challenges such as integration risks and regulatory uncertainties [5][6] Policy Support - The release of the "Six Merger Guidelines" in September 2024 has been a significant factor in promoting M&A activities in the semiconductor industry, encouraging companies to pursue strategic acquisitions [8] - The guidelines aim to enhance operational efficiency and profitability in the industry by reducing homogenized competition [8] Future Outlook - The semiconductor industry is in a phase of accelerated integration, with a focus on achieving quality improvements alongside scale expansion [7] - The domestic semiconductor sector is expected to play a crucial role in reshaping the global semiconductor landscape, driven by advancements in technology and increased collaboration across various segments [7]