长江商报消息●长江商报记者 沈右荣 备受关注的半导体领域千亿重组案搁浅，引发市场高度关注。 12月9日晚，海光信息（688041.SH）与中科曙光（603019.SH）同时发布公告称，正式终止换股吸收合并中科曙 光的重大资产重组事项。 2025年5月，海光信息和中科曙光宣布双方联合重组，海光信息换股吸收合并中科曙光，交易金额约1159.67亿 元。 这在当时被解读为A股"算力航母"呼之欲出，市场充满期待。 时过半年，如此重磅重组为何突然终止？海光信息和中科曙光都表示，由于本次交易规模较大、涉及相关方较 多，方案论证历时较长，目前市场环境较本次交易筹划之初发生较大变化，实施重大资产重组的条件尚不成熟。 6月9日晚，海光信息和中科曙光又双双披露合并预案。海光信息拟以0.5525:1的换股比例吸收合并中科曙光，海 光信息换股价格为143.46元/股，中科曙光换股价格为79.26元/股。 当时的公告称，本次交易通过换股吸收合并的方式对海光信息和中科曙光进行战略重组，旨在实现海光信息在芯 片领域、中科曙光在整机和数据中心基础设施领域的优势技术积累、团队和资金能力、供应链和市场资源等资源 上的互补和深度融合，以资源融合反 ...

12月9日晚间，海光信息、中科曙光相继发布公告，宣布正式终止海光信息通过发行股份的方式换股吸 收合并中科曙光的重组事项。 对于终止原因，两家公司在公告中表示，由于此次交易规模大、涉及相关方多，方案论证历时较长，并 且目前市场环境较本次交易筹划之初发生较大变化，导致重大资产重组的条件尚不成熟，但终止不影响 双方后续的持续合作。 具体来看，此次重组始于今年5月。交易预案显示，海光信息拟通过向中科曙光全体A股股东发行股 票，以0.5525:1的换股比例吸收合并中科曙光，同时配套募集资金。其中，中科曙光换股价格为79.26 元/股，海光信息换股价格为143.46元/股，交易涉及总金额约1159.67亿元。 按照原计划，合并完成后中科曙光将终止上市，其全部资产、负债、业务、人员、合同及其他一切权利 与义务由海光信息承继。同时，通过此次重组优化从芯片到软件、系统的产业布局，汇聚信息产业链上 下游优质资源。 作为半导体行业两大龙头，双方的产业协同基础深厚。中科曙光在高端计算、存储、云计算等领域具有 深厚积累。海光信息专注于国产架构CPU、DCU等核心芯片设计，位于中科曙光产业链上游。 彼时受合并利好消息提振，海光信息和中科 ...

Group 1: Strategic Emerging Industries Development - The government work report emphasizes the promotion of integrated cluster development in strategic emerging industries, highlighting the formation of substantial industrial clusters in the Sci-Tech Innovation Board [1] - The Sci-Tech Innovation Board has 113 listed companies in the biopharmaceutical sector, focusing on treatments for cancer, AIDS, and hepatitis B, making it a major listing venue globally outside the US and Hong Kong [1] - In the integrated circuit sector, there are 119 companies, representing a significant portion of A-share listed companies, with a complete industrial chain from chip design to packaging and testing [1] Group 2: Biopharmaceutical Sector Innovations - The National Medical Products Administration approved 11 new drugs, with five from Sci-Tech Innovation Board companies, indicating a strong performance in drug innovation [2] - Eight new drugs have been approved for Sci-Tech Innovation Board innovative drug companies this year, with a total of 33 globally new class 1 drugs launched since 2018, accounting for 14% of domestic approvals [2] - The medical device sector has seen increased domestic production rates for high-end imaging equipment, with companies establishing resilient supply chains [2] Group 3: Integrated Circuit Industry Growth - The integrated circuit sector reported a net profit of 4.479 billion yuan in Q1, a 73% year-on-year increase, driven by domestic substitution and demand recovery [4] - Companies in the chip design and semiconductor equipment sectors have shown significant revenue and profit growth, with some companies like Hengxuan Technology achieving a 590.22% increase in net profit [4][5] - The production capacity and order status of wafer manufacturing companies remain strong, with major players like SMIC and Huahong maintaining high utilization rates [5] Group 4: Strategic Expansion and Internationalization - Companies in the Sci-Tech Innovation Board are exploring mergers and acquisitions to achieve external growth, with recent announcements of mergers such as Haiguang Information and Zhongke Shuguang [6] - The internationalization of biopharmaceutical companies is accelerating, with 11 companies granting overseas rights to their innovative drugs, marking a significant step towards global market entry [7] - The collaboration between domestic companies and global research institutions is increasing, with over 55 top research institutions engaged in partnerships, facilitating the global transformation of innovative results [7]

Core Viewpoint - The largest-scale restructuring in the domestic computing power industry has made significant progress with the merger of Haiguang Information and Zhongke Shuguang, which will be conducted through a share exchange ratio of 1:0.5525 [1] Group 1: Company Merger Details - Haiguang Information will issue A-shares to all shareholders of Zhongke Shuguang to absorb the latter, with Zhongke Shuguang's market value at approximately 90.5 billion yuan and its corresponding value in Haiguang Information shares at about 88.5 billion yuan [1] - The transaction values Zhongke Shuguang at approximately 27.4 billion yuan, with its net assets projected to be 20.4 billion yuan in 2024 [1] Group 2: Industry Implications - The restructuring is expected to optimize the industrial layout from chips to software and systems, gathering quality resources from both upstream and downstream of the information industry chain [2] - The merger aligns with regulatory requirements and is supported by favorable policies, which will enhance the complementary advantages in technology reserves and product development between the two companies [2] - The restructuring case is seen as a model for capital markets serving the real economy, promoting the ability of capital markets to support high-quality development [2]

Group 1 - The market for major asset restructuring in the Sci-Tech Innovation Board is experiencing strong growth, with 105 major restructuring plans disclosed since the implementation of the "Eight Policies" [1] - As of 2025, there have been 44 new major asset restructuring plans, indicating high market participation [1] Group 2 - Several companies on the Sci-Tech Innovation Board are actively pursuing business synergy through major asset restructuring, such as Aopumai's acquisition of 100% equity in Pengli Bio, enhancing their customer resources and product promotion capabilities [3] - Rapid progress is also seen in Jingyuexing's restructuring efforts, with plans to acquire 100% equity in Jiazhi Hong, reflecting a proactive attitude towards external expansion [3] Group 3 - Significant transactions are drawing market attention, such as the planned stock swap merger between Haiguang Information and Zhongke Shuguang, with market capitalizations of approximately 316.4 billion and 90.6 billion respectively [4] - This merger is expected to achieve deep integration of the industrial chain, enhancing overall competitiveness and impacting the information industry landscape [4] - The fast-paced technology updates and intense market competition in emerging sectors like semiconductors and biomedicine are driving companies to utilize mergers and acquisitions for resource integration and competitive advantage [4]

Core Viewpoint - The merger proposal between Haiguang Information and Zhongke Shuguang aims to create a comprehensive integration of resources in the domestic information industry, enhancing competitiveness in the computing power sector and aligning with national strategies for self-sufficiency in technology [1][2]. Group 1: Merger Details - Haiguang Information plans to absorb Zhongke Shuguang through a share exchange ratio of 0.5525:1, meaning each share of Zhongke Shuguang will be exchanged for 0.5525 shares of Haiguang Information [2]. - The merger will allow Haiguang Information to inherit all assets, liabilities, and rights of Zhongke Shuguang, with Zhongke Shuguang's listing being terminated post-merger [1]. Group 2: Strategic Implications - The merger is expected to create a synergy between Haiguang Information's strengths in chip design and Zhongke Shuguang's expertise in high-end computing and data center infrastructure, promoting technological breakthroughs and enhancing supply chain resilience [1][2]. - This transaction marks the first absorption merger following the revision of the "Major Asset Restructuring Management Measures" on May 16, indicating a significant step in the consolidation of the computing power industry in China [2]. Group 3: Market Impact - Analysts believe that the merger will enhance the overall competitiveness of domestic computing power and align with the national strategy for self-sufficiency, potentially leading to increased attention on technology and merger integration in the market [2][3]. - The merger is anticipated to accelerate the application of domestic chips across various sectors, including government, communication, finance, and energy, thereby promoting healthy development in the information industry [3].

Group 1 - The core point of the news is the strategic merger between Zhongke Shuguang and Haiguang Information, marking the first absorption merger between listed companies under the new merger and acquisition regulations in China [1] - The merger aims to enhance technological synergy and strengthen ecological advantages, with Zhongke Shuguang's expertise in high-end computing, storage, and cloud computing complementing Haiguang Information's focus on domestic architecture CPUs and core chip design [1] - The merger is expected to optimize the industrial layout from chips to software and systems, consolidating high-quality resources across the information industry chain and leveraging the leading role of the merged entity [1] Group 2 - During the suspension of trading, related ETFs have attracted attention, with significant capital inflow, such as over 15 million yuan into the Information Technology ETF (562560) [2] - The ETF tracks the CSI All-Share Information Index, where Haiguang Information and Zhongke Shuguang rank as the 5th and 9th largest constituent stocks, respectively, accounting for nearly 5% of the index [2] - The merger signals a substantial phase in the consolidation of China's computing power industry chain, with expectations for increased focus on technology and merger integration in the market [2]

Core Viewpoint - The strategic restructuring between Zhongke Shuguang and Haiguang Information signifies a fundamental shift in the development model of China's semiconductor industry, moving from a technology catch-up approach to a value competition model through industry integration [1][3][5]. Group 1: Industry Transformation - The semiconductor industry is at a critical juncture, driven by an AI-powered computing revolution and geopolitical risks that are catalyzing the localization of supply chains [1][3]. - The traditional technology catch-up model, which relied on cost advantages and incremental improvements, is becoming increasingly inadequate as the complexity of technology rises [2][4]. - The restructuring reflects a strategic response to these challenges, aiming to create a comprehensive capability that integrates chip design, system integration, and application optimization [3][5]. Group 2: Value Creation and Competitive Advantage - The merger aims to establish an "end-to-end" value creation capability, allowing the new entity to shift from cost competition to value competition based on technological differentiation and system performance advantages [3][5]. - Predictions indicate that the combined entity could reduce AI training computing costs by 40% and shorten inference latency by 50% within three years through a comprehensive optimization of the "chip-algorithm-heat dissipation" link [3]. - The new company will serve as a core platform in the computing ecosystem, facilitating deep collaboration across various technological modules, which is expected to exponentially enhance overall system value creation [5][6]. Group 3: Ecosystem and Innovation - The restructuring exemplifies the trend of moving from fragmented competition to platform collaboration, highlighting the importance of strategic partnerships in achieving competitive advantages [4][5]. - A complete and controllable industrial ecosystem is essential not only for risk management but also for building innovation capabilities and creating value [5][6]. - The future success of China's semiconductor industry will depend on constructing a globally competitive innovation ecosystem that combines both hard and soft strengths in technological and model innovation [6].

Group 1: Core Insights - The merger between Haiguang Information and Zhongke Shuguang is seen as a strategic move to enhance China's computing power industry, aiming to integrate resources and fill gaps in the sector [2][3] - Haiguang Information focuses on domestic architecture CPUs and has a market capitalization exceeding 310 billion, while Zhongke Shuguang specializes in high-end computing and has a market cap over 900 billion [2] - The semiconductor industry is experiencing intense competition, and mergers are becoming a trend for innovation and resource optimization [2] Group 2: Market Reactions - Following the announcement of the merger, the Kexin Chip 50 ETF (588750) saw a capital inflow of over 17 million, indicating strong investor interest in the semiconductor sector [3] - The Kexin Chip 50 ETF has been a vehicle for investors to gain exposure to the semiconductor sector, with a notable increase in investment over the past ten days, totaling over 50 million [1][3] Group 3: Financial Performance - Haiguang Information reported a revenue of 2.4 billion for Q1 2025, reflecting a year-on-year growth of 50.76%, and a net profit of 506 million, up 75.33% year-on-year [2] - The Kexin Chip Index is projected to have a net profit growth rate of 70% for Q1 2025, significantly outperforming other indices in the semiconductor sector [12] Group 4: Industry Trends - The global semiconductor market is expected to grow by 17% in 2024, driven by increasing demand for AI and cloud infrastructure investments, with major companies planning to invest between 110 billion to 120 billion annually over the next three years [6] - The domestic semiconductor industry is witnessing a rise in localization, with the domestic production rate expected to increase from 16.7% to 21.2% by 2026 [6]

Group 1 - The core point of the news is the planned absorption merger between HaiGuang Information and ZhongKe Shuguang, marking the first absorption merger transaction following the new restructuring regulations [1][2] - Both companies have announced a suspension of their A-share stocks starting from May 26, with the suspension expected to last no more than 10 trading days [1] - The merger is expected to enhance resource concentration and strengthen synergy in key areas, particularly in the context of accelerating AI computing infrastructure development [3] Group 2 - In terms of financial performance, HaiGuang Information reported a revenue of 9.162 billion yuan in the previous year, a year-on-year increase of 52.4%, with a net profit of 1.931 billion yuan, up 52.87% [2] - ZhongKe Shuguang achieved a revenue of 13.148 billion yuan last year, a year-on-year decline of 8.4%, while its net profit was 1.911 billion yuan, an increase of 4.1% [2] - In the first quarter of this year, HaiGuang Information's revenue reached 2.4 billion yuan, a year-on-year growth of 50.76%, with a net profit of 506 million yuan, up 75.33% [2]