载41分分 音增双 高品 2025 年 09 月 29 日 审核节奏放缓,申购热度延续 -定增市场双周报 2025.09.14-2025.09.28 本期投资提示: 请务必仔细阅读正文之后的各项信息披露与声明 相关研究 证券分析师 彭文玉 A0230517080001 penawv@swsresearch.com 朱敏 A0230524050004 zhumin@swsresearch.com 任奕璇 A0230525050002 renyx2@swsresearch.com 联系人 朱敏 (8621)23297818× zhumin@swsresearch.com 申万宏源研究微信服务 新增节奏企稳，过会注册节奏放缓。截至 2025 年 9 月 28 日，上两周新增 17 宗定增项目 (其中竞价 11 宗) ，环比增加 1 宗;终止 10 宗(其中竞价 5 宗) ，环比增加 4 宗; 发审 委通过３宗（其中竞价２宗），环比减少８宗；证监会通过１１宗（其中竞价 ７宗），环比 减少 9 宗;处于正常待审阶段的定增项目共 628 个,其中已获发审委审核通过和证监会注 册的待发项目有 65 宗，环比减少 8 宗。 ...

Core Insights - The recent surge in mergers and acquisitions (M&A) among companies listed on the STAR Market is driven by favorable policies and market dynamics, with 73 new M&A transactions disclosed since 2025, including 24 involving share issuance or convertible bonds [2][3] Group 1: M&A Activity - Notable M&A activities include the acquisition of 97.50% of Huali Micro by Huahong, which aims to strengthen its position in the semiconductor industry, adding a monthly capacity of 38,000 wafers [3][5] - SMIC plans to acquire the remaining 49% stake in SMIC North, enhancing its control over integrated circuit technology and services, with SMIC North reporting a revenue of 12.979 billion yuan in 2024, a 12.12% increase year-on-year [4][5] - Other companies like Tailin Micro and Chipway Technology are also engaging in M&A to expand their product offerings and market competitiveness in low-power wireless IoT chip design and automotive electronics, respectively [5][6] Group 2: Policy Impact - The implementation of policies such as the "STAR Market Eight Articles" and "M&A Six Articles" has significantly stimulated the M&A market, leading to a notable increase in transaction volume and innovative financing methods [6][7] - A total of 134 M&A transactions have been disclosed since the introduction of these policies, with 80 successfully completed, showcasing the effectiveness of these initiatives in building market confidence [6][7] - The trend of acquiring unprofitable assets is emerging, with companies like Chiplink Integrated acquiring a 72.33% stake in Xinyuezhou, reflecting a shift towards valuing technology and potential over immediate profitability [6][7]

Core Viewpoint - The recent surge in mergers and acquisitions (M&A) among companies listed on the Sci-Tech Innovation Board (STAR Market) reflects the positive impact of regulatory measures aimed at enhancing technological innovation and productivity in the sector [1][4]. Group 1: M&A Activity and Trends - As of 2025, there have been 73 newly disclosed M&A transactions this year, with 24 involving share issuance or convertible bonds and 7 being cash transactions [1]. - In August alone, 15 new M&A projects were disclosed, with a total transaction value exceeding 2.4 billion yuan, half of which were significant asset restructurings involving share issuance or cash [2]. - Notable transactions include Huahong Semiconductor's proposed acquisition of 97.4988% of Shanghai Huahong Microelectronics, which aims to enhance production capacity by 38,000 wafers per month [2]. Group 2: Successful Transactions and Market Confidence - Since the implementation of the "Eight Measures," 134 M&A transactions have been initiated on the STAR Market, with 80 successfully completed, including two involving share issuance [4]. - The acquisition of 72.33% of ChipLink by ChipLink Integrated Circuit Manufacturing is highlighted as a landmark case for acquiring unprofitable assets, showcasing innovative valuation methods [4]. - Jiangsu Huahai Chengke New Materials' acquisition of 70% of Hengsuo Huawai Electronics is expected to boost annual production capacity in semiconductor encapsulation materials to over 25,000 tons, positioning the company as a global leader [5]. Group 3: Strategic Implications of M&A - The acquisition of 49% of Zhongxin North Integrated Circuit Manufacturing by SMIC aims for full control and is projected to generate 12.979 billion yuan in revenue in 2024, reflecting a 12.12% year-on-year growth [3]. - The merger between TaiLing Microelectronics and Shanghai Panqi Microelectronics is intended to enhance competitive advantages in low-power wireless IoT chip design [3]. - The upcoming review of Shanghai Silicon Industry Group's project is another example of a "loss-making" acquisition, aimed at controlling the entire 300mm silicon wafer production chain [5].

Core Viewpoint - The semiconductor materials and equipment sector is experiencing significant growth, driven by strategic acquisitions and increasing demand for domestic alternatives in the semiconductor industry [1][2]. Group 1: Company Developments - Huahai Chengke's stock rose by 6.31% following the announcement of a plan to acquire 70% of Hengsuo Huawai Electronics for a transaction price of 1.12 billion yuan [1]. - Upon completion of the acquisition, Huahai Chengke will hold 100% of Hengsuo Huawai, which is expected to increase its annual production capacity of semiconductor epoxy molding compounds to over 25,000 tons, positioning it as the second-largest globally in terms of shipment volume [2]. Group 2: Industry Insights - The semiconductor equipment and materials sector is identified as a crucial area for domestic substitution, characterized by low domestic production rates and high potential for domestic replacement [2]. - The demand for semiconductors is expanding due to the AI revolution, technological restructuring, and advancements in lithography technology, which are expected to benefit the semiconductor materials and equipment industry [2].

Group 1 - The ongoing 2025 Lujiazui Forum highlights "mergers and acquisitions" as a key topic, with national financial authorities signaling support for reforms in this area [1] - Since the release of the "Six Guidelines for Mergers and Acquisitions" nine months ago, the activity in Jiangsu's capital market has significantly increased, with 185 new disclosed M&A transactions and a total completion amount exceeding 58 billion yuan, accounting for over 12% of the national total [1] - Jiangsu companies are increasingly integrating quality industrial resources, with M&A becoming a vital strategy for innovation and transformation [1] Group 2 - The current wave of mergers and acquisitions transcends mere scale expansion, focusing on optimizing layouts and enhancing competitiveness through collaboration and integration [2] - The merger between Guolian Securities and Minsheng Securities is a benchmark case in Jiangsu's M&A market, showcasing complementary advantages and potential to rank among the top ten in core business indicators [2] - The "New Suhao Group" exemplifies the use of M&A to deepen state-owned enterprise reform and strengthen state capital through horizontal integration projects [2] Group 3 - Jiangsu has introduced the "Fiscal and Financial Coordination 20 Measures," expected to leverage over 600 billion yuan in financial resources annually, supporting M&A activities [3] - New industrial funds have been established in Suzhou and Wuxi to provide robust backing for M&A and restructuring efforts [3] Group 4 - Among the 104 completed M&A cases in Jiangsu, technology companies are enhancing their industrial chain layouts, while traditional firms seek new growth avenues through acquisitions [4] - Suzhou Naxin Microelectronics reported a revenue of 717 million yuan in Q1, a 97.82% year-on-year increase, attributed to its acquisition of a magnetic sensor company [4] - Huahai Chengke's planned acquisition of the remaining 70% stake in Hengsuo Huawai aims to significantly boost its production capacity in the semiconductor packaging sector [4] Group 5 - Vertical integration is focused on strengthening control over the industrial chain and enhancing technological barriers, as seen in Changdian Technology's acquisition of a subsidiary of Western Digital [5] - Since the introduction of the "Six Guidelines," Jiangsu's integrated circuit companies have completed 15 M&A transactions, achieving technological and market synergies [5] Group 6 - The growing M&A market is supported by a robust market ecosystem and risk prevention framework, emphasizing the need for capable entities, effective markets, proactive government involvement, and strong regulation [6] - Jiangsu's regulatory body has conducted extensive outreach to over 600 company executives to ensure precise policy implementation and enhance operational capabilities [7] Group 7 - Various cities in Jiangsu are competing to promote high-quality M&A development, with initiatives to support regulatory frameworks and financial backing [7] - Wuxi has launched a "one-stop service platform" for M&A, gathering nearly 300 users and addressing information asymmetry in the market [7] Group 8 - Jiangsu's regulatory body maintains a balance between risk prevention and market development, implementing a classification supervision mechanism to address complex transactions and combat fraudulent activities [8]