12月12日，"中国EDA（电子设计自动化）第一股"概伦电子披露更新数据后的重组报告书草案，确 定于12月22日召开股东会审议本次交易。这意味着，其通过发行股份及现金收购锐成芯微、纳能微两家 半导体IP（知识产权）公司的交易又进一步。 "交易完成后，概伦电子将正式构建'EDA工具+半导体IP'双引擎发展模式，这对于提升国内EDA与 IP生态的自主可控能力，具有重要产业战略意义。"业内人士表示。 概伦电子的并购进程，正是科创板"硬科技"企业产业整合浪潮的生动缩影。在制度创新赋能、监管 机制优化、服务体系升级的多重利好驱动下，科创板并购重组市场正释放前所未有的生机与活力，以高 质量产业并购助推经济高质量发展。 上交所数据显示，自2024年6月《关于深化科创板改革 服务科技创新和新质生产力发展的八条措 施》（以下简称"科创板八条"）发布以来，科创板上市公司累计新披露并购交易156单，其中发股/可转 债类交易40单、现金重大类交易9单。今年以来，并购重组市场热度持续升温，新增披露并购交易95 单，含发股/可转债类29单、现金重大类7单，两项数据均较上年同期显著提升。从重大资产重组维度 看，2024年发布的17单交易， ...

Core Viewpoint - The restructuring report draft of Gekun Electronics (688206.SH), known as the "first EDA stock in China," has been updated, with a shareholder meeting scheduled for December 22 to review the acquisition of two IP companies, which will establish a dual-engine development model of "EDA tools + semiconductor IP" [1] Group 1: Mergers and Acquisitions Activity - Since the implementation of the "K8 Regulations" in June 2024, the STAR Market has disclosed a total of 156 merger and acquisition transactions, with 40 involving share issuance or convertible bonds and 9 major cash transactions [1] - In 2025, the market has seen a continued increase in activity, with 95 new disclosed M&A transactions, including 29 share issuance or convertible bond transactions and 7 major cash transactions, both significantly higher than the same period last year [1] - The number of major asset restructuring transactions in 2024 has reached 17, matching the total from 2019 to 2023, while 36 transactions have been published in 2025, surpassing the total for 2019 to 2024 [2] Group 2: Successful M&A Cases - Since the implementation of the "K8 Regulations," nearly 110 M&A transactions have been successfully completed, with an overall completion rate of 70%, and over 20 transactions are actively progressing [3] - Notable M&A transactions include the acquisition of ChipLink Integrated (688469.SH) by ChipLink Yuezhou, which was the first registered share issuance "loss-making" transaction post "K8 Regulations," and the acquisition by Huahai Chengke (688535.SH) using a combination of shares, convertible bonds, and cash [3] - The acquisition of Pengli Biological by Aopumai (688293.SH) is recognized as the first case in the market to implement installment payments for share consideration and the first to achieve "reverse linkage" with private equity funds [3] Group 3: Market Innovations in M&A - Non-major transactions have also seen market innovations, such as Shengxiang Biology (688289.SH) using an "Earn-out" mechanism for price adjustments based on performance, showcasing flexible valuation mechanisms [4] - Lingyun Optical (688400.SH) acquired Danish JAI Industrial Camera assets with cash and initiated refinancing to alleviate financial pressure, while Meai Technology (688376.SH) utilized a combination of "cash privatization + subsidiary share exchange" to achieve dual goals of integration and stable operations [4] - Other companies like Jiewate (688141.SH) and Fuchuang Precision (688409.SH) have advanced acquisitions through joint funds, demonstrating the flexibility and diversity of market-oriented M&A arrangements [4] Group 4: Challenges in M&A Transactions - Recent terminations of restructuring transactions, particularly in the semiconductor industry, have raised market concerns, primarily involving small and medium-sized private listed companies [5] - The core issues leading to transaction terminations often stem from disagreements on key terms such as transaction schemes, prices, and performance commitments [5] - The complexity of shareholder structures and diverse interests in the semiconductor sector have increased negotiation difficulties, while market fluctuations have made companies more cautious in pursuing acquisitions [7] Group 5: Investor Protection Measures - To protect investor interests, regulations have been established to enhance information disclosure, strengthen investor communication, and clarify "cooling-off periods" for restructurings [8] - Companies that terminate restructurings are required to disclose reasons and potential impacts, and they often hold investor meetings to address market concerns, which has led to an average stock price drop of about 4% following termination announcements [8] - The "M&A Six Regulations" aim to strictly regulate fraudulent restructurings and protect the rights of small investors, with the China Securities Regulatory Commission emphasizing the need for compliance in M&A activities [9]

近期，科创板部分重组交易宣告终止，尤其半导体行业相关案例引发市场关注。 对此，半导体行业人士分析，近期该行业并购终止案例较多，主要存在披露案例基数大、谈判难度高等 两方面客观原因。同时，行业需求波动与市场环境变化，也促使上市公司在推进并购时更加审慎。 事实上，科创板"硬科技"企业产业整合浪潮方兴未艾，"科八条"以来超七成交易顺利完成。具体来看， 自2024年6月"科八条"发布以来，科创板上市公司累计新披露并购交易156单，其中发股/可转债类交易 40单、现金重大类交易9单。2025年以来，市场热度持续升温，新增披露并购交易95单，含发股/可转债 类29单、现金重大类7单，两项数据均较上年同期显著提升。 近日，"中国EDA第一股"科创板公司概伦电子披露更新数据后的重组报告书草案，同时确定于12月22日 召开股东会审议本次交易。此次公司发行股份及现金收购锐成芯微、纳能微两家IP公司的交易又前进了 重要一步，交易完成后，概伦电子将正式构建"EDA工具+半导体IP"双引擎发展模式，这对于提升国内 EDA与IP生态的自主可控能力，具有重要的产业战略意义。 概伦电子的并购进程，是科创板"硬科技"企业产业整合浪潮的生动缩影 ...

从重大资产重组维度看，科创板2024年全年发布的17单交易，已追平2019—2023年五年合计数；2025年 以来发布的交易已达36单，远超2024年全年水平，并超过2019—2024年六年总和，增长势头迅猛。 制度包容性和创新性的典型并购案例密集落地 "科八条"实施以来，已有近110单并购交易顺利完成，整体完成率达七成，另有20余单正积极推进。从 交易结构看，现金非重大交易由于金额较小、程序简单，实施周期更短；同时，多单发行股份购买资产 或现金重大交易也取得实质性进展。随着多个"首单"创新案例接连落地，资本市场制度的包容性与适应 性得到充分彰显。 重大资产重组交易亮点纷呈：今年7月获得注册的芯联集成收购芯联越州，成为"科八条"后首单注册生 效的发股类"亏收亏"交易，为科创板公司收购优质未盈利资产明确了估值与审核预期；9月注册通过的 华海诚科收购衡所华威，是科创板首单综合运用股份、可转债、现金的多元支付案例；12月上交所审核 通过的奥浦迈收购澎立生物，不仅是全市场首单股份对价分期支付案例，也是首单实现私募基金"反向 挂钩"的并购项目。这些案例的落地，标志着"科八条""并购六条"等创新制度已快速转化为市场实效。 ...

芯原股份（688521.SH）收购事项传来新消息。 长江商报消息 ●长江商报记者 江楚雅 12月12日晚间，芯原股份披露了两项并购的新进展，公司终止发行股份及支付现金购买芯来智融 97.0070%股权并募集配套资金事宜；与此同时，公司已与天遂芯愿、共同投资方签署《增资协议》和 《股东协议》等交易文件，以天遂芯愿为收购主体收购逐点半导体的控制权。 对于终止收购芯来智融，芯原股份表示，不会改变公司核心发展战略，未来将持续深化RISC-V领域布 局。 芯原股份曾被誉为"中国半导体IP第一股"，截至12月12日收盘，公司2025年以来股价累计涨幅高达 184%，最新市值为783.74亿元。 聚焦RISC-V生态布局 芯原股份的重大资产重组进程迎来转折。公司公告显示，近日收到芯来智融管理层及交易对方的终止通 知后，已同意终止本次股权收购交易。回溯交易历程，芯原股份于2025年8月与芯来智融交易对方签署 《股权收购意向协议》，9月董事会审议通过相关议案并签订正式收购协议，彼时公司曾表示，交易将 完善"核心处理器IP+CPU IP"全栈式异构计算版图，强化AI ASIC设计能力。 作为中国本土首批RISC-V CPU IP ...

Core Viewpoint - The company, Hunan Heshun Petroleum Co., Ltd., plans to acquire at least 34% of the equity in Shanghai Kuixin Integrated Circuit Design Co., Ltd. to gain control over the company, aiming to diversify its business into the semiconductor industry, which is seen as having significant growth potential [2][3]. Group 1: Acquisition Details - The acquisition will allow the company to control 51% of the voting rights in Kuixin Technology, enabling it to influence operational, personnel, and financial decisions [2]. - The total valuation of Kuixin Technology is capped at 1.588 billion yuan, with the expected transaction amount not exceeding 540 million yuan [2]. - The final transaction price will be determined based on an assessment by a qualified asset evaluation agency as per the Securities Law of the People's Republic of China [2][9]. Group 2: Strategic Intent - The management believes that the semiconductor IP sector has promising development prospects and aims to find new growth points for the company's future sustainability [3]. - Kuixin Technology, established in 2021, focuses on high-speed interface IP and Chiplet solutions, filling a domestic gap and gradually breaking foreign monopolies [3][4]. Group 3: Kuixin Technology's Capabilities - Kuixin Technology is one of the few companies in China that can provide a complete Chiplet solution, enhancing computing performance and reducing latency through its UCIe protocol [4]. - The company has developed a strategic cooperation network with international foundries like TSMC and Samsung, covering process nodes from 5nm to 55nm, and its products are widely used in data centers, AI, automotive electronics, and consumer electronics [3][4]. Group 4: Product and Service Offerings - Kuixin Technology has delivered multiple IP products to over 60 clients, including major players in the AI and data center sectors, with a strong emphasis on high performance, low power consumption, and compatibility [5]. - The business model includes providing semiconductor IP to chip design companies and foundries, offering ASIC/Design services, and Chiplet solutions through various commercial arrangements [6].

Group 1: Acquisition and Financial Details - Chipone Technology plans to acquire 97.0070% equity of Chiplet Technology through a combination of issuing shares and cash payment, with the stock resuming trading on September 12 [1] - The proposed issuance price is set at 106.66 yuan per share, which is 81.11% of the average stock price over the last 20 trading days and 69.71% of the closing price before the suspension [1] - The acquisition price is significantly higher than the previous fundraising price of 72.68 yuan per share in June and slightly above the transfer price of 105.21 yuan per share in August, indicating confidence in the long-term value of Chipone Technology [1] Group 2: Order and Revenue Growth - As of the end of Q2 2025, Chipone Technology has a backlog of orders amounting to 3.025 billion yuan, maintaining a high level for seven consecutive quarters [2] - New orders signed from July 1 to September 11, 2025, reached 1.205 billion yuan, representing a substantial increase of 85.88% compared to the same period last year, with AI computing-related orders accounting for approximately 64% [2] Group 3: Chiplet Technology Overview - Chiplet Technology, established in 2018, is a leading provider of RISC-V CPU IP in China, with a workforce of 111 employees, 75.68% of whom are in R&D [3] - The company has developed over 70 IP products, including more than 20 RISC-V IPs, and has authorized over 300 global clients, making it one of the largest RISC-V IP suppliers in China [3] - Chiplet Technology achieved ISO26262 ASIL-D certification for automotive functional safety in July 2023, and its RISC-V IP business revenue ranks among the top in China [3] Group 4: Chipone Technology's Market Position - Chipone Technology is recognized as a leader in the AI ASIC sector, leveraging its extensive IP and chip customization capabilities to provide comprehensive chip design services [4] - In the first half of 2025, AI computing-related revenue accounted for approximately 52% of the company's chip design business [4] Group 5: RISC-V Industry Development - Chipone Technology has been actively involved in the RISC-V industry for over seven years, founding the China RISC-V Industry Alliance in 2018, which now has 204 member units [5] - The company has organized multiple RISC-V industry forums, promoting over 40 domestic RISC-V chip products [5] Group 6: Future Prospects and Strategic Goals - The acquisition of Chiplet Technology will enhance Chipone Technology's capabilities in RISC-V, allowing for a more comprehensive heterogeneous computing IP platform [7] - The integration of Chiplet Technology's RISC-V IP will enable Chipone Technology to offer differentiated and competitive chip solutions for AI ASIC applications [7] - The transaction is expected to boost Chipone Technology's total assets and revenue, enhancing its market competitiveness and industry influence [8]

Summary of Key Points Core Viewpoint - A total of 501 listed companies in the Shanghai and Shenzhen markets have undergone institutional research this week, with the machinery, electronics, and power equipment sectors receiving the highest frequency of attention from institutions [1]. Industry Analysis - The top three industries by the number of companies receiving institutional research are: - Machinery Equipment: 81 companies - Electronics: 53 companies - Power Equipment: 41 companies - Other notable industries include: - Basic Chemicals: 39 companies - Computers: 35 companies - Pharmaceuticals: 27 companies - Automotive: 27 companies - Non-ferrous Metals: 19 companies - Defense and Military: 19 companies - Food and Beverage: 14 companies [2]. Detailed Sector Insights - Within the secondary industry classification, the most researched sectors are: - Specialized Equipment: 31 companies - General Equipment: 26 companies - Semiconductors: 24 companies - Automotive Parts: 21 companies - Chemical Products: 20 companies - IT Services: 17 companies - Automation Equipment: 14 companies - Power: 11 companies - Military Electronics: 10 companies - Computer Equipment: 10 companies [3]. Company-Specific Highlights - Bo Shi Jie has the highest number of institutional research visits, totaling 4 times. - The top three companies by institutional visit reception are: - Jing Sheng Ji Dian: 237 visits - Lian Chuang Guang Dian: 66 visits - Wu Shang Group: 49 visits [3][5]. Market Performance - The domestic chip concept stocks have shown active performance this week, with Xin Yuan Co. announcing collaborations with several leading RISC-V companies. As of June 2025, the company’s semiconductor IP has been adopted by over 10 major chip suppliers and is entering mass production [5][6]. - Jiang Bo Long reported significant recognition for its enterprise-level storage products, ranking third in total capacity for enterprise-level SATA SSDs in China, and first among domestic brands [8]. - Zhong Wei Han has focused on developing automotive-grade resource chips and AI chips, with plans for market launch next year [10]. - Shanghai Xin Yang has become a baseline material provider for a significant number of integrated circuit production lines in China, with substantial production capacity planned [11]. - Longxin Zhongke is preparing to deliver its first GPGPU chip, which is expected to have a low cost and significant computing power [12].

Market Overview - A total of 75 stocks in the A-share market hit the daily limit, with 67 stocks hitting the limit after excluding 8 ST stocks, resulting in an overall limit-up rate of 74.26% [1] Stock Performance - Chip Original Co. (芯原股份) had the highest limit-up order volume, exceeding 9 billion yuan, followed by Dongzhu Ecology, Rongsheng Development, and Qingshan Paper with order volumes of 5.26 billion yuan, 5.04 billion yuan, and 5.01 billion yuan respectively [2] - *ST Asia Pacific (维权) achieved a five-day limit-up streak, while Suning Universal and Chunzong Technology had four consecutive limit-ups [2] Company Announcements - Chip Original Co. announced plans to acquire 97.0070% of Chip Technology through a combination of share issuance and cash payment, which will make Chip Technology a wholly-owned subsidiary [2][3] - The transaction aims to leverage Chip Original's semiconductor IP and chip customization platform to enhance its market influence and technical barriers in the RISC-V field [3] Industry Highlights Non-ferrous Metals - Notable limit-up stocks include Northern Copper, Shengda Resources, Hunan Silver, and others, with Northern Copper producing 21,700 tons of copper concentrate and 137,000 tons of electrolytic copper in the first half of the year [4] Computing Power - Key limit-up stocks in this sector include Kehua Data, TeFa Information (维权), and Runjian Co. Kehua Data is a pioneer in the liquid cooling field, offering full lifecycle services for liquid cooling data centers [5][6] Film and Entertainment - Limit-up stocks include Golden Screen Cinemas and China Film. Golden Screen Cinemas plans to upgrade older cinema projects to enhance customer experience [7] - China Film is involved in producing several films, including "Nanjing Photo Studio" and "The Cat and the Mouse: Starry Adventure" [8] Institutional Activity - The net purchase by deep stock connect exceeded 1 billion yuan for Yinghe Technology (维权), with significant net buying also seen in other stocks like Jin Xin Nuo and Fangzheng Technology [9]

Market Overview - On September 12, A-shares experienced a rise and then a pullback, with the Shanghai Composite Index reaching a peak of 3892.74 points, surpassing the previous high of 3888.6 points, marking a new stage high [2] - By midday, the Shanghai Composite Index closed at 3884.71 points, up 0.24%, while the Shenzhen Component Index rose 0.15%, and the ChiNext Index fell 0.52% [2] - The trading volume in the Shanghai and Shenzhen markets reached 164.87 billion yuan, an increase of 152.6 billion yuan compared to the same period the previous trading day [2] Real Estate Sector - The real estate sector showed strong performance early in the session, with New Dazheng hitting the daily limit within one minute of opening [5] - Other notable stocks in the real estate sector included Suning Universal, which achieved a four-day limit-up streak, and several others like Xiangjiang Holdings and Rongsheng Development also reached their daily limits [5][7] - The Central Committee and State Council recently issued opinions on promoting high-quality urban development, emphasizing the construction of "good houses" and complete communities to better meet diverse housing needs [7][8] Semiconductor Sector - Chip Origin Technology resumed trading and saw its stock price surge by 20%, reaching a historical high of 183.6 yuan per share [4][10] - The company announced plans to acquire a 97.0070% stake in Chip Technology, which will become a wholly-owned subsidiary, enhancing its capabilities in the RISC-V field [10] - Chip Origin reported a record high in new orders, amounting to 3.025 billion yuan, with AI-related orders making up approximately 64% of the total [10][11] Robotics Sector - The robotics sector remained active, with Shoukai Co. achieving a remarkable performance of seven limit-ups in eight days [12][13] - The market anticipates significant growth in the humanoid robot sector, driven by Tesla's advancements and supportive domestic policies, with projections indicating a tenfold increase in domestic robot shipments by 2026 [15][16]