Core Viewpoint - Kaizhong Co., Ltd. plans to acquire 60% equity of Anhui Tuosheng Automotive Parts Co., Ltd. through a combination of issuing shares and cash payment, which may constitute a significant asset restructuring [1][3]. Group 1: Acquisition Details - The acquisition involves signing a "Letter of Intent" with nine counterparties, with the transaction price based on an asset evaluation report from a qualified institution [3]. - Kaizhong intends to raise funds from no more than 35 specific investors to finance the acquisition, with all proceeds allocated for the transaction [3]. - The transaction is still in the planning stage, requiring approval from the board, shareholders, and regulatory authorities before implementation [3]. Group 2: Strategic Importance - The acquisition is seen as a strategic move for Kaizhong to address intense industry competition and integrate its supply chain [5]. - Kaizhong's main business focuses on automotive chassis suspension damping components, with a leading technology level and a second-place market share in China [5]. - The company has experienced a slowdown in growth, with a revenue of 564 million yuan and a net profit of approximately 58.29 million yuan for the first three quarters of 2025, reflecting a year-on-year decline of 5.12% [5]. Group 3: Market Potential - The NVH (Noise, Vibration, and Harshness) damping and sealing sector presents broader development opportunities compared to Kaizhong's current market [6]. - Anhui Tuosheng has an annual output value exceeding 500 million yuan, specializing in rubber-based NVH damping and sealing components [7]. - The merger is expected to enhance Kaizhong's product line, allowing it to transition from a single component supplier to a comprehensive system service provider, thereby increasing customer value and negotiation power [8][9].

【导读】凯众股份拟收购安徽拓盛60%股权 同时，凯众股份拟向不超过35名特定投资者发行股份募集配套资金，募集资金将全部用于支付本次交易对价。 经初步测算，本次交易可能构成重大资产重组，但不会导致公司实际控制人发生变更，不构成重组上市。 公告显示，安徽拓盛成立于2013年，注册资本为3000万元，法定代表人为朱成。公司主要从事影响汽车NVH性能的橡胶基弹性体减震、密封元件的研 发、生产和销售。 凯众股份提示，截至目前，本次交易仍处于筹划阶段，交易各方尚未签署正式的交易协议，具体交易方案仍在商讨论证中，尚存在不确定性。本次交易 尚需提交公司董事会、股东会审议，并经有权监管机构批准后方可正式实施，最终能否通过审批尚存在不确定性。 战略性切入NVH赛道 此次拟收购安徽拓盛控制权，对凯众股份来说，应是其应对行业激烈竞争，在产业链整合的关键一步。 11月21日晚间，凯众股份（证券代码：603037）公告称，正在筹划以发行股份及支付现金的方式收购安徽拓盛汽车零部件股份有限公司（以下简称安徽 拓盛）60%股权，并向不超过35名特定投资者发行股份募集配套资金。 经初步测算，本次交易可能构成重大资产重组。公司股票及可转债将自11 ...

【导读】凯众股份拟收购安徽拓盛 60% 股权 中国基金报记者 夏天 11 月 21 日晚间， 凯 众股 份（证券代码： 603037 ） 公告称，正在筹划以发行股份及支 付现金的方式收购安徽拓盛汽车零部件股份有限公司（以下简称 安 徽拓 盛） 6 0% 股 权， 并向不超过 35 名特定投资者发行股份募集配套资金。 经初步测算，本次交易可能构成重大资产重组。公司股票及可转债将自 11 月 24 日起停牌， 预计停牌时间不超过 5 个交易日。 拟收购 安 徽拓 盛 60% 股权 同时， 凯众股份 拟向不超过 35 名特定投资者发行股份募集配套资金，募集资金将全部用于 支付本次交易对价。 经初步测算，本次交易可能构成重大资产重组，但不会导致公司实际控制人发生变更，不构 成重组上市。 根据公告， 11 月 21 日， 凯众股份 与朱成、曾昭胜等 9 名交易对手签署了《收购意向协 议》，约定公司拟通过发行股份和支付现金方式购买 安徽拓盛 60% 股权，交易价格以公司 聘请的具有证券期货业务资格的评估机构出具的资产评估报告确认的评估值为基础，由各方 协商确定。 公告显示，安徽拓盛成立于 2013 年，注册资本为 300 ...

Core Insights - The company, Shanghai Kaizhong Materials Technology Co., Ltd. (referred to as "Kaizhong"), reported a revenue of 215 million yuan for Q3 2025, marking a year-on-year increase of 13.73% [1] - The net profit attributable to shareholders for Q3 2025 was approximately 20.5 million yuan, reflecting a year-on-year growth of 21.50% [1] - For the first three quarters of 2025, Kaizhong achieved a total revenue of 564 million yuan, which is a 5.43% increase compared to the same period last year [1] - The net profit attributable to shareholders for the first three quarters was around 58.3 million yuan, with a non-recurring net profit of approximately 46.2 million yuan [1] - The net cash flow from operating activities reached 112 million yuan, showing a significant year-on-year increase of 97.73% [1] - As of September 30, 2025, the number of ordinary shareholders of Kaizhong was 20,600, a decrease of 15,700 shareholders or 43.14% since June 30, 2025 [1] Company Overview - Kaizhong operates in the automotive parts manufacturing industry, focusing on the design, research and development, production, and sales of chassis suspension system damping components and lightweight pedal assemblies for traditional, new energy, and intelligent driving vehicles [1] - The company also engages in the research, production, and sales of high-performance polyurethane load-bearing wheels and other specialty polyurethane elastomers outside the automotive sector [1]

Core Points - The stock price of Kaizhong Co., Ltd. decreased by 2.01% on October 27, trading at 14.16 CNY per share with a market capitalization of 3.796 billion CNY [1] - Year-to-date, the stock has increased by 46.52%, with a recent 5-day decline of 0.49%, a 20-day increase of 16.26%, and a 60-day increase of 12.92% [2] - The company reported a revenue of 349 million CNY for the first half of 2025, a year-on-year growth of 0.89%, while net profit attributable to shareholders decreased by 15.20% to 37.79 million CNY [2] Company Overview - Kaizhong Co., Ltd. was established on July 31, 2000, and went public on January 20, 2017. The company is located in the Pudong New District of Shanghai [2] - The main business activities include the research, production, and sales of special damping components for chassis suspension systems and lightweight pedal assemblies for control systems. The revenue composition is as follows: damping components 67.82%, pedal assemblies 26.26%, rubber wheels 4.14%, and others 1.77% [2] - As of June 30, the number of shareholders increased by 49.92% to 36,300, with an average of 7,342 circulating shares per person, a decrease of 6.62% [2] Financial Performance - Since its A-share listing, Kaizhong Co., Ltd. has distributed a total of 590 million CNY in dividends, with 198 million CNY distributed over the past three years [3]

Group 1 - The core viewpoint of the news is that Kaizhong Co., Ltd. has shown a significant increase in stock price and trading activity, indicating investor interest and market performance [1][2]. - As of September 26, Kaizhong's stock price rose by 2.03% to 13.60 CNY per share, with a total market capitalization of 3.646 billion CNY [1]. - Year-to-date, Kaizhong's stock price has increased by 40.73%, with a recent 5-day increase of 11.66% [2]. Group 2 - Kaizhong Co., Ltd. specializes in the research, production, and sales of special damping components for chassis suspension systems and lightweight pedal assemblies, with main business revenue composition being 67.82% from damping components and 26.26% from pedal assemblies [2]. - As of June 30, the number of shareholders increased by 49.92% to 36,300, while the average circulating shares per person decreased by 6.62% to 7,342 shares [2]. - For the first half of 2025, Kaizhong reported operating revenue of 349 million CNY, a year-on-year increase of 0.89%, while net profit attributable to the parent company was 37.79 million CNY, a decrease of 15.20% year-on-year [2]. Group 3 - Kaizhong has distributed a total of 590 million CNY in dividends since its A-share listing, with 198 million CNY distributed over the past three years [3].

Report Investment Rating - No industry investment rating is provided in the report. Core Viewpoints - The target price for the first - day of Kaizhong Convertible Bond is estimated to be between 134 and 139 yuan, and it is recommended to actively subscribe. The expected first - day conversion premium rate is in the range of 31% - 36%. The estimated first - day new - bond subscription winning rate is around 0.0023% - 0.0031% [3][21][22]. Summary by Directory 1. Kaizhong Convertible Bond New - Bond Subscription Analysis and Investment Suggestions 1.1 Convertible Bond Basic Terms Analysis - The issuance method of Kaizhong Convertible Bond is priority placement and online issuance. The bond and issuer ratings are AA-. The issuance scale is 308 million yuan, the initial conversion price is 12.7 yuan, the bond parity on August 15, 2025, is 102.36 yuan, the calculated pure bond value is 91.47 yuan. The conversion terms, redemption terms, and put - back terms are normal. The bond issuance scale is relatively low, with poor liquidity, a decent rating, and good bond floor protection. It's not difficult for institutions to include it in their portfolios, and there is no objection to primary participation [2][17]. 1.2 New - Bond Initial Listing Price Analysis - The company is mainly engaged in the R & D, production, and sales of shock - absorbing components for automobile chassis suspension systems and lightweight pedal assemblies for control systems, as well as the R & D, production, and sales of special polyurethane elastomers such as high - performance polyurethane load - bearing wheels in non - automotive parts fields. After deducting issuance fees, 218 million yuan of the raised funds is planned for the expansion project of the Nantong production base, and the remaining 90 million yuan is for supplementary working capital. The target price for the first - day of the convertible bond is estimated to be between 134 and 139 yuan [3][20][21]. 1.3 Convertible Bond New - Bond Subscription Winning Rate Analysis - The estimated first - day new - bond subscription winning rate is around 0.0023% - 0.0031%. As of the end of 2024, the top two shareholders held 19.75% of the shares in total, and the top ten shareholders held 46.70% in total. Assuming the old - shareholder placement ratio is 20% - 40%, the scale available for the market is 185 million - 247 million yuan. By referring to recent bond issuances, the winning rate is estimated at the above - mentioned level [4][22]. 2. Underlying Stock Fundamental Analysis 2.1 Company's Main Business and Upstream - Downstream Industry Situation - The company's main business is as described above. The upstream industries include those related to isocyanates, polyols, metal parts, etc., and the company has stable cooperation with upstream suppliers. The downstream is mainly passenger vehicle manufacturers [23][24]. 2.2 Company's Operating Conditions - From 2022 to Q1 2025, the company's operating income showed an upward trend, with year - on - year growth rates of 17.07%, 15.17%, 1.22%, and 1.59% respectively. The main business income mainly comes from the automotive parts business, with a proportion of over 95%. The comprehensive gross margin is generally stable, with fluctuations mainly caused by the power business. The company's period expenses, R & D expenses, and accounts receivable have all fluctuated in recent years. The accounts receivable amount has gradually increased, and the accounts receivable turnover rate has decreased. The net profit attributable to the parent company has fluctuated, and the profitability has also shown a fluctuating trend [26][28][30]. 2.3 Company's Equity Structure and Major Subsidiaries - As of the end of 2024, the company's equity structure was relatively dispersed, with no controlling shareholder. The top two shareholders held 19.75% of the shares in total, and the top ten shareholders held 46.70% in total. The company has 14 important subsidiaries [43]. 2.4 Company's Business Characteristics and Advantages - The company has advantages in personnel reserves, technical capabilities, and market foundation. It has a deep talent reserve in relevant fields, a strong technical foundation, and has established good cooperative relationships with many well - known domestic and international enterprises [46][47][48]. 2.5 Allocation of This Round of Raised Funds - The company plans to issue convertible bonds with a total raised funds of no more than 308 million yuan. After deducting issuance fees, 218 million yuan is for the expansion project of the Nantong production base, and 90 million yuan is for supplementary working capital. The Nantong project is expected to have an annual production capacity of 27 million polyurethane shock - absorbing components and 3.5 million lightweight pedal assemblies after completion [49].