来源：瑞恩资本RyanbenCapital 2025年12月2日，中国证监会国际合作司发布关于国民技术股份有限公司(国民技术，300077.SZ)境外发 行上市备案通知书(国合函[2025]2146号)。 根据备案事项，国民技术可发行不超过约1.46亿股境外上市普通股并在香港联合交易所上市。 国民技术，于2025年6月26日递交招股书，中信证券独家保荐。 国民技术，成立于2000年，作为一家平台型集成电路设计公司，致力于为各类智能终端提供高安全性、 高可靠性、高集成度的控制芯片与系统解决方案，客户涵盖消费电子、工业控制和数字能源、智能家 居、汽车电子与医疗电子多个关键领域。除芯片业务外，国民技术亦同步发展锂电池负极材料业务，形 成「集成电路+新能源材料」双主业协同布局。根据灼识咨询的资料，于2024年按收入计，国民技术在 全球平台型MCU市场中，在中国企业中名列前五，而在全球32位平台型MCU市场中，在中国企业中名 列前三；于2024年按收入计，国民技术在内置商业密码算法模块的中国MCU市场中，排名第一，在如 储能BMS及智能家居控制等细分市场亦保持中国企业的领先地位。 版权声明：所有瑞恩资本Ryanben ...

Core Viewpoint - The restructuring plan for Shanshan Group has entered a new phase with the selection of new investors, with Fangda Carbon as a prominent participant aiming to leverage synergies in the negative electrode industry [1][3][2]. Group 1: Restructuring Process - Shanshan Group and its subsidiary Ningbo Pengze have initiated a new round of restructuring, following a previous failed attempt, with a selection process involving initial and final selections, as well as a creditors' committee vote [2]. - The new selection process has been optimized, extending the application period from 7 days to 18 days and allowing for a separate deadline for submitting investment proposals [8]. Group 2: Investor Participation - Fangda Carbon has publicly announced its participation as a strategic investor in the restructuring of Shanshan Group, aiming to enhance its own supply chain stability and competitive edge in the negative electrode market [3][4]. - The new round of investor selection includes both previous investors and new entrants like Fangda Carbon, with some past investors opting out [2]. Group 3: Financial Performance - Fangda Carbon has experienced a decline in its main business revenue, with total revenues dropping from 52.30 billion yuan in 2022 to an estimated 38.72 billion yuan in 2024, and a significant decrease in net profit [7]. - The company reported a net profit of only 1.13 billion yuan in the first three quarters of the current year, with a notable loss in its non-recurring profit [7]. Group 4: Asset Valuation - The restructuring plan highlights Shanshan Group's key assets, including a 23.32% stake in Shanshan Co., which is highly sought after by potential investors [9]. - The minimum bid price for shares in the new round of selection is set at 11.50 yuan, which is higher than the previous round's minimum of 8.65 yuan [8].

记者丨赵云帆 编辑丨朱益民 11月24日晚间，"方大系"旗下方大炭素（600516.SH）公告，同意公司作为产业协同方参与杉杉集团有 限公司及其全资子公司宁波朋泽贸易有限公司的实质合并重整投资人招募，同时授权公司管理层代表公 司拟定和提交重整投资的报名资料、签署尽职调查保密协议、开展尽职调查、提交《重整投资方案》等 各项工作。 疑似受到消息驱动，方大炭素11月25日收盘以涨停报收，报6.51元/股；杉杉集团旗下杉杉股份 （600884.SH）收涨5.74%。 另据21世纪经济报道获悉，目前杉杉集团及宁波朋泽已经开启新一轮重组，流程仍将按照初选，终选， 以及债权人委员会投票的方式决定。 继杉杉集团首次重组草案意外流产之后，重整计划的新重整投资人遴选已经悄然开始。第一个选择广而 告之的意向投资者，为长袖善舞的"方大系"。 "上周宁波方面组织召开了一个意向投资者的沟通会，方大炭素位列其中。"有接近重组的知情人士告诉 21世纪经济报道记者："其中方大炭素不是早一届遴选的意向投资者，而是这轮遴选的全新参与方。" 该人士还向记者透露，新一轮遴选参与的投资者有先前的一些投资者，也有像方大炭素一样的新意向投 资者，还有部分过 ...

继杉杉集团首次重组草案意外流产之后，重整计划的新重整投资人遴选已经悄然开始。第一个选择广而告之的意向投资者，为 长袖善舞的"方大系"。 11月24日晚间，"方大系"旗下方大炭素（600516）(600516.SH)公告，同意公司作为产业协同方参与杉杉集团有限公司及其全资 子公司宁波朋泽贸易有限公司的实质合并重整投资人招募，同时授权公司管理层代表公司拟定和提交重整投资的报名资料、签 署尽职调查保密协议、开展尽职调查、提交《重整投资方案》等各项工作。 疑似受到消息驱动，方大炭素11月25日收盘以涨停报收，报6.51元/股；杉杉集团旗下杉杉股份（600884）(600884.SH)收涨 5.74%。 另据21世纪经济报道获悉，目前杉杉集团及宁波朋泽已经开启新一轮重组，流程仍将按照初选，终选，以及债权人委员会投票 的方式决定。 "上周宁波方面组织召开了一个意向投资者的沟通会，方大炭素位列其中。"有接近重组的知情人士告诉21世纪经济报道记 者："其中方大炭素不是早一届遴选的意向投资者，而是这轮遴选的全新参与方。" 从经营层面来看，方大炭素的主业整体呈现明显萎缩态势。2022年至2024年，方大炭素分别实现营业总收入52 ...

Core Viewpoint - Fangda Carbon has agreed to participate as an industrial synergy partner in the substantive merger and restructuring of Shanshan Group and its wholly-owned subsidiary Ningbo Pengze, which has positively impacted its stock price and market capitalization [1] Group 1: Fangda Carbon's Involvement - Fangda Carbon's participation in the restructuring is aimed at accelerating its negative electrode industry layout, achieving industrial chain integration, and ensuring long-term stability and security of the supply chain [1] - The company aims to leverage synergies from its solid-state battery and other new energy sectors to enhance profitability and core competitiveness [1] Group 2: Shanshan Group's Background - Shanshan Group has faced significant challenges, including the sudden death of its founder in February 2023, leading to a power struggle between his son and widow [1] - The company has encountered debt default issues and has been sued by multiple financial institutions, resulting in the judicial marking and freezing of some of its shares [1] - In March 2023, a court ruled for the merger restructuring of Shanshan Group and its subsidiary Pengze [1] Group 3: Shanshan Group's Financial Performance - Shanshan Group's main assets include a 23.32% stake in Shanshan Co., bank shares, and various real estate and receivables [2] - Shanshan Co. reported a revenue of 14.809 billion yuan in the first three quarters of the year, a year-on-year increase of 11.48%, and a net profit of 284 million yuan, up 1121.72% [2] - Despite the positive performance, Shanshan Co. has a total debt of 21.968 billion yuan, with short-term loans of 5.293 billion yuan and long-term loans of 6.528 billion yuan, while cash on hand is only 3.15 billion yuan [2]

Core Viewpoint - The restructuring case of Sany Group and its subsidiary, Ningbo Pengze Trading, has encountered new potential rescuers after the initial plan was rejected by creditors, with Fangda Carbon announcing its intention to participate in the restructuring as an industrial synergy partner [1][2][3]. Group 1: Restructuring Developments - Fangda Carbon's board has agreed to participate in the recruitment of restructuring investors for Sany Group, but it remains uncertain whether they will become formal investors [3]. - The announcement from Fangda Carbon did not disclose specific details such as investment amount, participation methods, or future development plans for Sany Group [4]. - The restructuring journey of Sany Group has been tumultuous, with the Ningbo court accepting the bankruptcy restructuring case on February 25, 2023, and appointing joint administrators [5][6]. Group 2: Previous Restructuring Attempts - A consortium including New Yangzi Trade, New Yangzi Shipping, TCL Investment, and Oriental Asset Management was selected as the restructuring investors, planning to acquire control of Sany Group's shares for a total consideration of 3.284 billion yuan [7]. - The previous restructuring plan was rejected by creditors on November 3, 2023, due to lack of approval from key creditor groups, highlighting intense negotiations and doubts about the capabilities of the restructuring investors [8][9]. Group 3: Financial Performance - Despite the restructuring challenges, Sany Group's subsidiary, Sany Shares, reported a revenue of 14.809 billion yuan for the first three quarters of the year, a year-on-year increase of 11.48%, and a net profit of 284 million yuan, a staggering increase of 1121.72% [10]. - Sany Shares has established a dual technology engine development pattern with its anode materials and polarizer businesses, maintaining a leading position in global shipments [10]. - However, Sany Shares faces significant debt pressure, with total liabilities reaching 21.968 billion yuan and cash reserves of only 3.15 billion yuan as of the end of the third quarter [10].

Core Viewpoint - The restructuring of Shanshan Group and its subsidiary, Pengze Trading, faces new potential support from Fangda Carbon, which aims to participate as a strategic investor in the substantial merger restructuring process [1][3][12] Group 1: Restructuring Developments - Fangda Carbon announced its intention to participate in the restructuring of Shanshan Group, which has over 40 billion yuan in total liabilities, indicating a new possibility for the company's recovery [2][3] - The previous restructuring plan was rejected by creditors, highlighting the challenges faced in the process [8][9] - The restructuring has seen various players involved, with a consortium previously selected as investors, but their plan was not approved due to significant opposition from key creditor groups [7][9] Group 2: Financial Performance - Despite the restructuring challenges, Shanshan Co., the core asset of Shanshan Group, reported a revenue of 14.809 billion yuan for the first three quarters of the year, a year-on-year increase of 11.48%, and a net profit of 284 million yuan, a staggering increase of 1121.72% [11] - Shanshan Co. has established a dual technology engine development pattern with its anode materials and polarizer businesses, maintaining a leading position in both sectors [11] Group 3: Strategic Implications - Fangda Carbon's involvement is seen as a strategic move to leverage its advantages in the anode industry, aiming for integrated industrial chain development and long-term supply chain stability [4][12] - The collaboration is expected to enhance Fangda Carbon's profitability and core competitiveness, aligning with its strategic development goals [4][12]

Core Viewpoint - Binhai Energy has terminated its plan to acquire 100% equity of Cangzhou Xuyang Chemical Co., which was intended to alleviate the company's profitability pressure in its main business of lithium battery anode materials [1][4][5]. Group 1: Transaction Details - The board of Binhai Energy approved the termination of the proposal for issuing shares to purchase assets and related fundraising on November 14 [1]. - The acquisition was characterized as a "snake swallowing elephant" merger, with Cangzhou Xuyang's total assets exceeding Binhai Energy's by more than ten times as of Q1 2025 [4]. - The termination of the transaction also halts the planned change of controlling shareholder from Xuyang Holdings to Xuyang Group [4]. Group 2: Financial Performance - Binhai Energy has reported consecutive losses over the past three years, with net profits of -102 million, -18.11 million, and -28.13 million yuan from 2022 to 2024 [5]. - In the first three quarters of 2025, the company achieved revenue of 374 million yuan, a year-on-year increase of 2.03%, but still reported a net loss of -49.44 million yuan [5]. Group 3: Business Strategy - The company’s main business involves the research, production, and sales of lithium battery anode materials, which have faced increasing competition, leading to sustained pressure on profitability [5]. - The acquisition of Cangzhou Xuyang was seen as a potential second growth curve to alleviate profitability issues, as Cangzhou Xuyang is a leading player in the nylon new materials sector [5]. - Following the termination of the acquisition, Binhai Energy's efforts to establish a dual business model of "anode materials + nylon new materials" have been put on hold [5]. Group 4: Future Outlook - Binhai Energy stated that the termination of the transaction will not significantly impact its current operations and strategic development [6]. - The company is actively pursuing market expansion for anode materials and is working on several projects, including a 200,000-ton integrated anode materials project [6]. - Binhai Energy has committed to not planning any major asset restructuring for one month starting from November 15 [7].

Core Viewpoint - Yang Xuegang's capital ambitions are facing setbacks as recent attempts to acquire A-share company Yihua Tong and restructure Binhai Energy have failed, highlighting challenges in expanding his investment portfolio [1][7]. Group 1: Binhai Energy's Restructuring Attempts - Binhai Energy announced the termination of its major asset restructuring plan to acquire 100% of Cangzhou Xuyang Chemical Co., which was expected to significantly enhance its business scope and financial performance [3][4]. - The proposed acquisition was characterized as a "snake swallowing an elephant" deal, with Cangzhou Xuyang's total assets exceeding Binhai Energy's by over ten times, indicating a substantial disparity in scale [3]. - The termination was attributed to changes in market conditions and failure to reach consensus on commercial terms among the parties involved [4]. Group 2: Financial Performance and Challenges - Binhai Energy has been experiencing continuous losses since 2020, with net profits reported as approximately -102 million yuan, -18.1 million yuan, and -28.1 million yuan for the years 2022 to 2024, respectively [5]. - For the first three quarters of 2023, Binhai Energy reported revenues of about 374 million yuan, a year-on-year increase of 2.03%, but still posted a net loss of approximately -49.4 million yuan [5]. - The company's financial health is concerning, with a cash balance of only 26.5 million yuan against total assets of about 2 billion yuan and total liabilities of approximately 1.8 billion yuan, resulting in a high debt-to-asset ratio of 90.45% [5][6]. Group 3: Broader Capital Ambitions - In addition to Binhai Energy, Yang Xuegang's attempt to gain control of A-share company Yihua Tong also ended unsuccessfully in September 2023, as the parties could not agree on the final terms of the transaction [7][9]. - Yihua Tong has also faced financial difficulties, with revenues of approximately 629 million yuan, 738 million yuan, and 800 million yuan from 2021 to 2024, and net losses of around -162 million yuan, -167 million yuan, and -243 million yuan during the same period [9].

Group 1: Industry Overview - The lithium battery anode material industry showed a positive growth trend in the first three quarters of 2025, with most listed companies reporting significant revenue increases, except for Shanhe Intelligent, which experienced a decline [2][5] - The fastest revenue growth among listed companies was recorded by Shangtai Technology, with a year-on-year increase of 52.09% [2][5] - The overall net profit of the lithium battery anode industry increased significantly, with over half of the listed companies turning from negative to positive net profit, except for Xiangfenghua, which saw a decline [5][6] Group 2: Company Performance Beiterui - Beiterui achieved a revenue of 123.8 billion yuan in the first three quarters of 2025, a year-on-year increase of 20.6%, with a net profit of 7.68 billion yuan, up 14.37% [12][13] - The gross margin decreased by 0.59 percentage points, while the net margin increased by 1.2 percentage points [12][13] Singshan Co., Ltd. - Singshan reported a revenue of 148.1 billion yuan, a year-on-year increase of 11.48%, and a net profit of 2.84 billion yuan, up 1121.72% [15][16] - Both gross and net margins improved, with gross margin rising by 1.42 percentage points and net margin by 1.83 percentage points [15][16] Putailai (Zicheng Technology) - Putailai achieved a revenue of 108.3 billion yuan, a year-on-year increase of 10.06%, and a net profit of 17 billion yuan, up 37.25% [20][21] - The gross margin increased by 3.36 percentage points, and the net margin rose by 2.59 percentage points [20][21] Zhongke Electric (Zhongke Xingcheng) - Zhongke Electric reported a revenue of 59.04 billion yuan, a year-on-year increase of 52.03%, and a net profit of 4.02 billion yuan, up 118.85% [24][25] - The gross margin decreased by 0.93 percentage points, while the net margin increased by 2.12 percentage points [24][25] Shangtai Technology - Shangtai Technology achieved a revenue of 55.06 billion yuan, a year-on-year increase of 52.09%, and a net profit of 7.11 billion yuan, up 23.08% [28][29] - Both gross and net margins showed a downward trend, with gross margin decreasing by 2.73 percentage points and net margin by 3.04 percentage points [28][29] Xiangfenghua - Xiangfenghua reported a revenue of 11.31 billion yuan, a year-on-year increase of 8.16%, but a net profit decline of 64.64%, amounting to 0.2 billion yuan [33][34] - Both gross and net margins decreased, with gross margin down by 7.38 percentage points and net margin down by 3.62 percentage points [33][34] Yicheng New Energy - Yicheng New Energy achieved a revenue of 30.10 billion yuan, a year-on-year increase of 12.79%, but reported a net loss of 2.65 billion yuan, although this was a 55.2% improvement from the previous year [36][37] - Both gross and net margins improved, with gross margin up by 1.71 percentage points and net margin up by 16.1 percentage points [36][37] Suotong Development - Suotong Development reported a revenue of 127.6 billion yuan, a year-on-year increase of 28.66%, and a net profit of 6.54 billion yuan, up 201.81% [39][40] - Both gross and net margins increased, with gross margin up by 4.84 percentage points and net margin up by 3.49 percentage points [39][40] Shanhe Intelligent - Shanhe Intelligent achieved a revenue of 50.57 billion yuan, a year-on-year decrease of 2.08%, but a significant net profit increase of 177.57%, amounting to 0.97 billion yuan [41][42] - The gross margin decreased by 0.41 percentage points, while the net margin increased by 1.09 percentage points [41][42] Guomin Technology - Guomin Technology reported a revenue of 9.58 billion yuan, a year-on-year increase of 16.73%, but a net loss of 0.74 billion yuan, although this represented a 50.63% reduction in losses [44][45] - Both gross and net margins improved, with gross margin up by 0.03 percentage points and net margin up by 12.32 percentage points [44][45]