7月4日，浓缩果汁龙头国投中鲁抛出重磅重组预案：拟发行股份收购电子院100%股份，而公司股票自6月24日起停牌，将于7月7日起正式复牌。这一系列动 作，标志着国投中鲁将跨界进军电子工程领域。 国投中鲁表示，目前电子院的审计、评估工作尚未完成，具体交易价格尚未确定，相关财务数据、评估结果及最终价格将在后续重组报告书中披露。 预计此次交易将推动国投中鲁业务发生显著转型。交易前，国投中鲁主营浓缩果蔬汁（浆）生产销售，以浓缩苹果汁为核心产品，稳居全球行业龙头；交易 完成后，其业务范围将在原有基础上新增产业化咨询、工艺设计、工程建设、智能工厂解决方案等，切入电子工程领域。 对国投中鲁而言，这一资产注入是优化产业布局、提升国有资产证券化率的关键动作——通过将电子院这一优质资产注入，既能实现资源合理配置，增强自 身实力，也能进一步提升公司在资本市场的影响力。 从行业维度看，此次重组还将助力国投中鲁从竞争激烈、增长空间有限的果汁行业，跨越至技术壁垒高、发展前景广阔的电子工程领域，有望重塑其资本市 场定位与核心竞争力。 公告显示，交易完成后，国投中鲁的资产规模、营业收入和归属于母公司股东的净利润等主要财务指标预计将得到提升。 ...

Core Viewpoint - Guotou Zhonglu Juice Co., Ltd. plans a major asset restructuring by acquiring the controlling stake of China Electronic Engineering Design Institute from its parent company, Guotou Group, while raising matching funds. This transaction is classified as a significant asset restructuring but will not change the controlling shareholder or actual controller of the company [1][8]. Group 1: Company Overview - Guotou Zhonglu's main business is the production and sale of concentrated fruit and vegetable juices, with concentrated apple juice accounting for over 75% of its products. More than 80% of its products are exported, primarily to markets in the US, Japan, Europe, Australia, Canada, and Russia [5]. - The China Electronic Engineering Design Institute, established in 1953, focuses on electronic information industry and smart city sectors, providing a range of engineering technical services and solutions [4]. Group 2: Financial Performance - Guotou Zhonglu has faced weak profitability, with significant borrowing to maintain operations. Revenue from 2020 to 2024 was 1.148 billion, 1.450 billion, 1.727 billion, 1.487 billion, and 1.987 billion respectively, while net profits were -121 million, -8 million, 10 million, 6.7 million, and 3.8 million respectively [9]. - Despite overall revenue growth, net profit has not followed the same trend, with a 49.75% decrease in net profit in 2024 compared to the previous year, attributed to declining product prices and increased costs [10]. Group 3: Strategic Implications - The acquisition represents a cross-industry move for Guotou Zhonglu, potentially allowing it to enter the semiconductor industry and improve asset quality and profitability [6][8]. - This is the first major acquisition attempt by Guotou Zhonglu in nearly a decade, with the last significant restructuring attempt dating back to 2014, which ultimately failed [10].

Core Viewpoint - Guotou Zhonglu plans to issue shares to acquire controlling stake in China Electronic Engineering Design Institute, marking a strategic shift into the engineering design sector [1][4]. Group 1: Major Asset Restructuring - Guotou Zhonglu announced a major asset restructuring plan involving the issuance of shares to acquire equity in the target company, with specific details to be finalized in a formal agreement [4]. - The transaction is expected to be classified as a major asset restructuring and related party transaction, but it will not change the company's controlling shareholder or actual controller [4]. Group 2: Financial Performance - In 2024, Guotou Zhonglu reported a revenue of 1.987 billion yuan, a year-on-year increase of 33.65%, but a net profit of 29.25 million yuan, a decline of 49.75% [5]. - In Q1 2025, the company saw a significant rebound with revenue of 573 million yuan, up 58.03%, and a net profit of 27.01 million yuan, an increase of 217.54% [5]. Group 3: Company Background - Guotou Zhonglu, controlled by Guotou Group, was listed on the Shanghai Stock Exchange in 2004 and is the first state-owned enterprise in the concentrated apple juice industry to be listed on the domestic main board [7]. - The company primarily produces and sells concentrated fruit and vegetable juices, with concentrated apple juice accounting for over 75% of its total product volume [7].

【导读】国投中鲁拟发行股份收购电子院控股权，或跨界进军工程设计领域 见习记者 杨晨 6 月 23 日晚间，以果汁生产为主业的国投中鲁（证券代码： 600962 ）披露停牌公告，宣 布正在筹划重大资产重组事项。 公告称，国投中鲁近日收到控股股东国家开发投资集团有限公司（以下简称国投集团）的通 知，拟筹划与公司有关的重大资产重组事项。公司拟向国投集团等相关方发行股份购买中国 电子工程设计院股份有限公司（以下简称电子院）控股权，同时，向不超过 35 名符合条件的 特定对象发行股份募集配套资金。 根据相关规定，国投中鲁于 6 月 24 日开市起继续停牌，预计合计停牌时间不超过 10 个交 易日。此前，据上交所网站消息，国投中鲁于 6 月 23 日起停牌，停牌原因为重要事项未公 告。 构成重大资产重组 6 月 22 日，国投中鲁与国投集团签署《发行股份购买资产框架协议》，约定公司通过发行股 份的方式购买标的公司若干股权，具体交易对方及标的资产的具体范围、对价支付方式等由 交易各方另行签署正式协议予以约定。 经初步测算，预计本次交易构成 重大资产重组 ，构成关联交易；但不会导致公司控股股东、 实际控制人发生变更，亦不构成 ...

Group 1 - The major change in "Guotou System" involves Guotou Zhonglu Juice Co., Ltd. planning to issue shares to acquire controlling interest in China Electronic Engineering Design Institute Co., Ltd. and raise matching funds from up to 35 qualified investors [1] - The transaction is expected to constitute a significant asset restructuring but will not lead to a change in the controlling shareholder or actual controller, nor will it constitute a restructuring listing [1] - Guotou Zhonglu's main business remains unchanged, focusing on the production and sales of concentrated fruit and vegetable juices, with concentrated apple juice as the leading product [1] Group 2 - In Q1 2025, Guotou Zhonglu achieved revenue of 573 million yuan and a net profit attributable to shareholders of 27.01 million yuan [1] - The company has a strong export presence in concentrated apple juice, ranking among the top globally, with a stable customer base including well-known beverage and food companies [1] - Recent management changes include the appointment of Wang Wei as a non-independent director and the resignation of Chen Hao as general manager, with a total of 7 executive changes in the past year [2] Group 3 - The Electronic Engineering Design Institute focuses on the electronic information industry and smart city sectors, possessing leading core technology advantages in electronic engineering [3] - The institute has advanced capabilities in engineering construction, digital twin technology, and overall solutions for the industrial internet, as well as intelligent building design and operation in the smart city domain [3]

Group 1 - The core point of the article is that Guotou Zhonglu Juice Co., Ltd. plans to acquire a controlling stake in China Electronic Engineering Design Institute through a share issuance, marking a significant asset restructuring and an attempt to diversify its business beyond traditional juice production [1][2] - The acquisition is expected to create synergies in business, resources, and technology between Guotou Zhonglu and the Electronic Institute, potentially enhancing production efficiency and product quality in juice manufacturing [3][4] - The move is seen as a strategic initiative to reduce reliance on a single agricultural business and inject technological attributes into Guotou Zhonglu's operations, reflecting a broader trend of traditional manufacturing companies seeking transformation through mergers and acquisitions [3][4] Group 2 - Guotou Zhonglu's main business remains the production and sale of concentrated fruit and vegetable juices, with concentrated apple juice as its leading product, primarily focused on exports [2] - The Electronic Institute specializes in electronic engineering and smart city solutions, possessing advanced capabilities in engineering construction and digital twin technology, which could benefit Guotou Zhonglu's operational efficiency [2][4] - Successful integration of the two companies could lead to a unique competitive advantage characterized by state-owned background, listed company capital, and core electronic engineering technology, potentially reshaping the competitive landscape of the electronic design industry [3][4]