证券研究报告 | 投资策略研究*周报 2025 年 09 月 01 日 分析师 汪 毅 执业证书编号：S1070512120003 邮箱：yiw@cgws.com 分析师 王 正洁 执业证书编号：S1070524070004 邮箱：wazhjie@cgws.com 相关研究 投资策略研究 并购重组周报（2025/08/22-2025/08/28） 2025/08/22-2025/08/28 期间，新增并购重组的上市公司有 3家，分别 为得邦照明、东珠生态、南新制药，涉及的并购重组事件有 3个，涉及的上 市公司均为竞买方，本期间并购重组上市公司涉及的行业有家用电器、建筑 装饰、医药生物。 得邦照明：公司主要从事照明应用产品及相关业务的研发、生产和销售，涵 盖通用照明和车用照明两大核心产品板块，并涉及照明工程施工及其他辅助 业务。2024 年，公司营业收入达到 44.31 亿元，其中通用照明业务贡献最大， 实现收入 37.85 亿元，但同比下降 6.35%；而车载业务实现收入 5.96 亿元， 同比下降 4.43%。照明工程施工业务收入为 1.14 亿元，同比下降 36.48%。 从成本结构来看，材料成本占比较大 ...

新华财经北京9月1日电四大证券报内容精华摘要如下： 中国证券报 ·"科技叙事"迎业绩验证新质生产力稳步发展 工业富联市值突破万亿元、通信和电子行业单月涨幅超20%……刚刚结束的8月，A股市场科技类上市 公司表现引发投资者关注。从2025年上市公司半年报来看，多家科技类上市公司盈利表现亮眼，研发投 入持续加大的成效正在显现，不仅显示出今年以来资本市场"科技叙事"迎来业绩验证，更是新质生产力 发展壮大的生动写照。可以预见，在多方合力支持下，中国科技企业将持续夯实"技术根基"，以"硕果 盈枝"之态，绘就经济转型新图景。 ·近八成上市公司盈利多行业明显回暖 截至8月31日晚间，共有5424家A股上市公司对外披露半年报，合计实现营业收入约34.9万亿元，同比增 长0.03%；合计实现归属于上市公司股东的净利润约2.99万亿元，同比增长2.45%。今年上半年，2908家 上市公司实现净利润同比增长，占比约为53.61%；4178家上市公司净利润为正，占比约为77.03%。从 行业角度看，农林牧渔、钢铁、建筑材料、计算机、有色金属、传媒、电子、非银金融等行业上市公司 业绩回暖较为明显。 ·中央汇金6月底ETF持仓超1.28 ...

Core Viewpoint - The trend of mergers and acquisitions (M&A) focusing on core technologies is increasing, driven by companies' responses to innovation-driven development strategies and the need for industry structure optimization and upgrading [2][3]. Group 1: M&A Activity and Trends - Hunan Nanxin Pharmaceutical Co., Ltd. plans to acquire assets and intellectual property rights related to "multiple trace element injection solutions" for no more than 480 million yuan [1]. - There have been 21 M&A projects involving core technologies this year, with a total transaction value of 2.569 billion yuan, highlighting a significant increase in asset-oriented transactions [1][3]. - The number of M&A projects involving core technologies has risen by 50% compared to the same period last year, with 14 projects reported last year [3]. Group 2: Strategic Importance of Core Technologies - Companies are shifting their focus from "buying scale" to "grabbing technology," as mastering core technologies becomes essential for overcoming growth bottlenecks and building differentiated competitive advantages [5]. - Intellectual property (IP) such as patents, trademarks, and copyrights is increasingly recognized as a crucial intangible asset that constitutes core competitiveness and market barriers for companies [5]. Group 3: Sector-Specific Insights - The pharmaceutical manufacturing sector is particularly active in core technology M&A, with 6 out of 21 projects occurring in this field, accounting for nearly 30% of the total [3]. - The semiconductor and biomedicine sectors are highlighted as "bottleneck" areas that require M&A for technological breakthroughs, especially in the context of global industrial chain restructuring [4][6]. Group 4: Future Outlook - The logic of core technology M&A is expected to deepen and expand over the next three to five years, with companies prioritizing technology exclusivity over short-term scale expansion [7]. - This trend is anticipated to extend into more niche areas such as materials, high-end equipment, and software algorithms, driving the overall upgrade of high-tech industries [7].

Group 1 - The A-share market is experiencing a surge in mergers and acquisitions, with several companies achieving significant stock price increases following their announcements [1] - A total of 26 A-share listed companies disclosed merger and acquisition progress this week, including notable firms such as Star Technology, Huijin Co., and Aier Eye Hospital [1] - Specific transactions include Wanchen Group's proposed acquisition of 49% of Nanjing Wanyou for 1.379 billion yuan and Jiebang Technology's acquisition of 51% of Sainuo Gaode for 408 million yuan, both achieving a 20% price limit increase [1] Group 2 - Star Technology plans to acquire a stake in a company for 214 million yuan, while Huijin Co. intends to cash purchase 20% of Cooper New Energy [2] - Aier Eye Hospital is set to acquire three medical facilities, and China National Nuclear Corporation plans to invest 9.375 billion yuan in a project [2] - Other companies like Tai Lingwei and Xinyuan Technology are also in the process of significant acquisitions, with Tai Lingwei aiming to acquire 100% of Panqi Micro for an undisclosed amount [5][6] Group 3 - Semiconductor company SMIC is planning to acquire a minority stake in its subsidiary, SMIC North, through the issuance of A-shares, with the transaction expected to involve 49% of the subsidiary [4] - Tai Lingwei is looking to enhance its market competitiveness by acquiring Panqi Micro, which operates in the low-power wireless IoT chip design sector [5] - Dongzhu Ecology is in the process of acquiring a controlling stake in Kairui Xingtong, a high-tech company involved in satellite communication technology [6]

Group 1 - The A-share market is experiencing a surge in mergers and acquisitions, with 26 companies disclosing progress in M&A activities this week [1][4] - Notable transactions include Wanchen Group's proposed acquisition of 49% stake in Nanjing Wanyou for 1.379 billion yuan and Jiebang Technology's acquisition of 51% stake in Sainuo Gaode for 408 million yuan, both achieving a 20% limit-up [1][2] - Other companies such as Youa Co. and Rongtai Co. also reached limit-up after announcing significant acquisitions [1][2] Group 2 - Companies involved in M&A announcements include Star Technology, Huijin Co., and Aier Eye Hospital, with various proposed acquisitions ranging from 120 million yuan to 15.8 billion yuan [2][3] - Noteworthy is the planned acquisition by China National Petroleum Corporation, which aims to invest 40 billion yuan in acquiring assets from its subsidiaries [3][4] - The market is seeing a trend where companies are leveraging M&A to enhance their competitive positions and expand their operational capabilities [5][6] Group 3 - Semiconductor industry players like SMIC are planning to acquire minority stakes in their subsidiaries, indicating a strategic move to consolidate control [4][5] - The acquisition of 100% stake in Pankiw Micro by Tailinwei is expected to enhance its market competitiveness in the low-power wireless IoT chip design sector [5][6] - The acquisition of Kai Rui Xing Tong by Dongzhu Ecology is aimed at strengthening capabilities in satellite communication technology [6][7]

Core Viewpoint - Nanjing Pharmaceutical (688189) has faced continuous losses for four consecutive years since its IPO, prompting the company to seek new profit growth through a planned restructuring [1][7]. Group 1: Restructuring and Acquisition - The company plans to acquire a group of assets from Future Medicine through a cash transaction, with an estimated total price not exceeding 480 million yuan [1][5]. - Following the announcement, Nanjing Pharmaceutical's stock surged by 20%, reaching a closing price of 16.98 yuan per share on August 27 [3]. - The acquisition includes products such as "Multiple Trace Element Injection (I)" and "Multiple Trace Element Injection (II)", which are listed under the national medical insurance category [3][4]. Group 2: Financial Implications - The total transaction price is expected to account for over 87% of the company's cash reserves, which stood at 550 million yuan as of the end of the first quarter [5]. - The company may need to consider debt financing, equity financing, or other fundraising methods to support the acquisition due to the significant financial pressure [5]. - The acquisition is seen as a potential self-rescue measure, as the products involved have already established market sales, which could provide immediate revenue and profit growth [8][9]. Group 3: Historical Performance - Nanjing Pharmaceutical has reported a decline in net profit for four consecutive years since its IPO, with revenues of approximately 744 million yuan, 699 million yuan, 720 million yuan, and 263 million yuan from 2021 to 2024, respectively [7]. - The company has faced challenges due to industry policy changes and increased market competition, leading to adjustments in sales strategies and price reductions for core products [8].

截至2025年一季度末，南新制药的货币资金为5.5亿元，此次购买资产将花费不超过4.8亿元，可谓掏空 家底。自上市至今，除了首年实现盈利，南新制药其余年份归母净利润均为负值，营收较上市之时更是 大幅缩水。此次，南新制药重金收购能否拯救业绩？ 南新制药是一家专注于流行性感冒等抗病毒、传染病防治药品，以及恶性肿瘤、心脑血管疾病、糖尿病 等其他重大疾病治疗药品研发、生产与销售的制药企业。其中，创新药帕拉米韦氯化钠注射液是我国首 个具有自主知识产权的抗流感药物，2013年上市后，经过多年产业化发展，逐渐成为南新制药的主要营 收来源。2020年，帕拉米韦的收入占营收的比例达到73.5%，此后，南新制药年报中未单独披露帕拉米 韦的销售收入。 不过，帕拉米韦氯化钠注射液的新药证书和药品生产批件的监测期于2018年届满，由于南新制药并未取 得药品化合物的专利，其他药企可以通过其他方法合成帕拉米韦。目前，国内已有多家竞争对手的帕拉 米韦注射液产品获批上市，国家药监局官网显示，帕拉米韦注射液的批文共38条。 收购短期可带来利润增长点 此次拟收购的资产组中，多种微量元素注射液（Ⅰ）为国家医保乙类品种，其适用于儿童的多种微量元 素静 ...

Core Viewpoint - Nanjing Pharmaceutical (688189) has faced continuous losses for four years since its IPO and is now planning a restructuring to seek new profit growth points [1][8] Group 1: Restructuring and Acquisition - Nanjing Pharmaceutical intends to acquire a group of assets from Future Medicine through cash, with a total estimated transaction price not exceeding 480 million yuan [1][6] - The acquisition includes products such as "Multiple Trace Element Injection (I)" and "Multiple Trace Element Injection (II)", which are listed under the national medical insurance category [3][4] - The acquisition is expected to enhance the company's product pipeline and align with its "health management" strategy [5][9] Group 2: Financial Performance - Nanjing Pharmaceutical has reported continuous net losses since its IPO, with net profits of approximately -162 million yuan, -79 million yuan, -11 million yuan, and -357 million yuan from 2021 to 2024 [8] - The company's revenue for the same period was approximately 744 million yuan, 699 million yuan, 720 million yuan, and 263 million yuan [8] - The company has acknowledged that its main business has been affected by industry policies and increased market competition, leading to adjustments in sales strategies and price reductions [9] Group 3: Market Reaction - Following the announcement of the restructuring, Nanjing Pharmaceutical's stock price surged by 20%, reaching a closing price of 16.98 yuan per share on August 27 [2][3] - The trading volume on that day was 418 million yuan, with a turnover rate of 9.32% and a total market capitalization of 4.659 billion yuan [3]

Core Viewpoint - Nanjing Pharmaceutical (688189) has faced continuous losses for four consecutive years since its IPO, prompting the company to plan a restructuring to seek new profit growth points [2][11]. Group 1: Restructuring and Acquisition - The company intends to acquire the asset group held by Tibet Future Biopharmaceutical Co., Ltd., Xuchang Future Pharmaceutical Co., Ltd., and Hefei Future Drug Development Co., Ltd. for a cash consideration not exceeding 480 million yuan [2][6]. - Following the announcement, Nanjing Pharmaceutical's stock surged by 20%, reaching a closing price of 16.98 yuan per share on August 27 [6]. - The acquisition is expected to significantly impact the company's cash reserves, as the transaction price could exceed 87% of its cash balance of 550 million yuan [9][12]. Group 2: Financial Performance - Nanjing Pharmaceutical has reported a decline in net profit for four consecutive years, with losses of approximately 162 million yuan, 79 million yuan, 11 million yuan, and 357 million yuan from 2021 to 2024 [11]. - The company's revenue for the same period was approximately 744 million yuan, 699 million yuan, 720 million yuan, and 263 million yuan, indicating a downward trend in financial performance [11]. - The company attributes its losses to industry policy changes, increased market competition, and a decrease in sales prices for core products [12]. Group 3: Product Pipeline and Market Strategy - The acquisition includes products such as "Multiple Trace Element Injection (I)" and "Multiple Trace Element Injection (II)," which are classified as Category B in the national medical insurance [7][8]. - The company aims to enhance its product pipeline and align with its "health management" strategy by acquiring these assets, which are expected to provide immediate revenue and profit growth opportunities [8][12]. - Nanjing Pharmaceutical plans to leverage the established sales channels and academic promotion systems of the acquired assets to expand market access for its products, particularly in the pediatric flu medication segment [12].

Core Viewpoint - Nanjing Pharmaceutical plans to acquire assets from Future Pharmaceutical for up to 480 million yuan, which includes both listed and in-development products related to microelement injection solutions [1][2]. Group 1: Acquisition Details - The acquisition involves cash payment not exceeding 480 million yuan for a set of assets, including "Microelement Injection (I)", "Microelement Injection (II)", and the in-development "Microelement Injection (III)" [1]. - The transaction is expected to constitute a significant asset restructuring as per regulations, but it is still in the planning stage and subject to further negotiations and approvals [1][2]. Group 2: Financial Implications - As of March 2025, Nanjing Pharmaceutical's cash reserves were only 550 million yuan, meaning the acquisition would leave them with just 70 million yuan post-transaction [2]. - The projected sales for the microelement injections in 2024 are approximately 1.769 billion yuan, with Future Pharmaceutical's products contributing around 522 million yuan, accounting for about 29.5% of the total sales [3]. Group 3: Market Dynamics - The key variable affecting the acquisition's value is the success of the in-development "Microelement Injection (III)" and its market performance post-launch [3]. - "Microelement Injection (I)" is specifically for children and has been included in the national medical insurance directory since 2009, while "Microelement Injection (II)" serves adults and is also part of the insurance directory [6][9]. - The adult market for microelement injections is larger but faces intense competition, particularly from second-generation products that have been optimized for better efficacy [9][14].