【免责声明】本文仅代表作者本人观点，与和讯网无关。和讯网站对文中陈述、观点判断保持中立，不对所包含内容 的准确性、可靠性或完整性提供任何明示或暗示的保证。请读者仅作参考，并请自行承担全部责任。邮箱： news_center@staff.hexun.com 浙商证券研报指出，核芯系半导体公司拟获得上市公司控制权，长龄液压有望开启第二增长曲线。 长龄液压是国内中央回转接头和张紧装置龙头，业务覆盖工程机械（营收占比超50%）、精密铸造和光 伏（23年收购江阴尚驰70%股权后切入）三大板块。核芯系半导体公司拟通过股份协转+要约收购取得 上市公司控制权。核芯互联成立于2018年，主攻数模混合信号链芯片的研发应用。2024年获得国家级专 精特新"重点"小巨人称号，如今公司产品型号已超1600种。工程机械行业拐点已现，多重需求共振释放 红利。公司前五大客户销售占比约80%，深度绑定三一、徐工、卡特彼勒等国内外头部企业，连续多年 获评优秀供应商，拥有百项专利，产品达到3000小时国外装机考核标准。此外，光伏跟踪支架渗透率有 望提升，打开公司增量空间。首次覆盖，给予"买入"评级。 （责任编辑：刘畅 ） ...

Core Insights - The company "探路者" (Trekking) is making a significant move into the semiconductor industry by investing nearly 700 million yuan to acquire 51% stakes in two chip companies, indicating a strategic shift from its traditional outdoor equipment business [1][2] - The semiconductor business has shown promising growth, with projected revenue reaching 222 million yuan in 2024, accounting for nearly 14% of total revenue, a notable increase from 133 million yuan in 2023 [2] Group 1: Company Strategy - Trekking has initiated a dual business strategy focusing on both outdoor equipment and semiconductor products, which is clearly outlined by its recent acquisitions and fundraising efforts [1] - The company previously acquired Beijing Chip Energy for 260 million yuan in 2021 and invested 378 million yuan in Jiangsu Dingmo for touch control chips and infrared imaging [2] Group 2: Leadership and Management - The transition into the semiconductor sector is led by a seasoned industry professional, who has held significant positions in major chip companies, bringing both technical and managerial expertise to Trekking [2] - Under this leadership, the company has successfully turned around its financial performance, moving from long-term losses to profitability in the semiconductor segment [2] Group 3: Market Context - The semiconductor industry is characterized by high costs and long development cycles, suggesting that not all companies can successfully navigate this transition without substantial expertise and resources [2] - The current trend of various companies entering the semiconductor space highlights a competitive landscape, where only those with solid foundations and strategic planning are likely to succeed [2]

Core Viewpoint - The outdoor products leader, Tanshan (300005.SZ), unexpectedly saw its stock price drop by 12.07% after announcing a plan to acquire two chip companies for a total of 678 million yuan, raising concerns about high premiums and future performance [1][4]. Group 1: Acquisition Details - Tanshan plans to acquire 51% stakes in Shenzhen Betel Electronic Technology Co., Ltd. for 321 million yuan and Shanghai Tongtu Semiconductor Technology Co., Ltd. for 357 million yuan [2]. - Both target companies are profitable, with Betel focusing on mixed-signal chain chips and Shanghai Tongtu specializing in IP technology licensing and chip design [2][3]. Group 2: Financial Implications - The acquisition involves high premiums, with Betel's 100% equity valued at approximately 651 million yuan (a 363.26% increase) and Shanghai Tongtu's at 703 million yuan (a 2119.65% increase) [4]. - Tanshan's financial health may be impacted, as it had 764 million yuan in cash and 186 million yuan in trading financial assets against 155 million yuan in interest-bearing liabilities as of September 2025 [4]. Group 3: Performance Challenges - Tanshan's revenue for the first three quarters of 2025 was 953 million yuan, a year-on-year decline of 13.98%, with net profit dropping nearly 68% to 33.03 million yuan [1][6]. - The decline in outdoor business sales is attributed to market conditions and product iteration cycles, while the chip business is facing challenges from exchange rate fluctuations [6]. Group 4: Future Outlook - The two target companies have committed to achieving a combined net profit of no less than 300 million yuan over the next three years [7]. - The success of the acquisition in helping Tanshan achieve a turnaround remains uncertain, given the high premiums and the need for the acquired companies to meet performance expectations [4][7].

Core Viewpoint - The semiconductor industry is experiencing a wave of mergers and acquisitions driven by policy support and industry demand, becoming a new norm for development in the sector [1]. Group 1: Mergers and Acquisitions - Ankai Microelectronics announced plans to acquire 85.79% of Sice Technology for 326 million yuan, focusing on low-power IoT chip design [1]. - The acquisition will enhance Ankai Micro's product offerings in various applications, including smart wearables and industrial instruments, while integrating Sice's core technologies [2]. - Tanshan announced two acquisitions: 51% of Better Life for 321 million yuan and 51% of Shanghai Tongtu for 357 million yuan, expanding its reach into consumer electronics and industrial control markets [3]. Group 2: Industry Trends - Mergers in the semiconductor sector are categorized into horizontal, vertical, and cross-industry types, with horizontal mergers focusing on complementary technologies [3]. - The competition in the semiconductor industry has shifted from single-point technology to ecosystem integration, necessitating mergers to address technological gaps and ensure supply chain control [3]. - The efficiency of technology transfer and team culture integration post-merger is critical, with companies encouraged to innovate talent incentive mechanisms and build cross-departmental collaboration systems [3].

Core Viewpoint - The company, Explorer (探路者), has experienced a significant drop in stock price, falling 12.07% on December 2, 2023, which resulted in its market capitalization dropping below 10 billion yuan to 9.208 billion yuan. This decline follows the announcement of a major acquisition in the chip sector, which raised concerns among investors about the high premium and performance commitments associated with the deal [2][4]. Acquisition Details - Explorer announced plans to invest 678 million yuan to acquire 51% stakes in two companies: Shenzhen Betelgeuse Electronics Technology Co., Ltd. and Shanghai Tongtu Semiconductor Technology Co., Ltd. The acquisition aims to strengthen the company's position in the chip industry [2][4]. - The acquisition of Betelgeuse includes performance commitments, with the seller promising net profits of no less than 33.7 million yuan, 47.7 million yuan, and 68.6 million yuan for the years 2026, 2027, and 2028, respectively [7][8]. Financial Performance - Explorer's chip business revenue has shown a steady increase, with projected revenues of approximately 8.43 million yuan in 2022, 133 million yuan in 2023, and 222 million yuan in 2024, representing 0.74%, 9.6%, and 13.97% of total revenue, respectively [5]. - Despite the growth in the chip sector, the company's overall performance has been mixed, with a reported revenue decline of 13.98% year-on-year to approximately 953 million yuan and a net profit drop of 67.53% to about 33.037 million yuan in the first three quarters of the current year [6]. Market Reaction - Following the acquisition announcement, Explorer's stock price fell sharply, with a high opening followed by a significant drop, indicating investor skepticism regarding the acquisition's potential benefits and the company's financial health [4][6]. - The company's market capitalization had previously exceeded 10 billion yuan on November 28 and December 1, but the recent decline has raised concerns about its valuation and future prospects [4]. Ownership Structure Concerns - The acquisition of Shanghai Tongtu involves complexities related to shareholding, including shareholding by proxy, which may pose regulatory risks. The company is primarily engaged in chip design and development [9]. - The ownership structure of Shanghai Tongtu shows that key individuals hold significant stakes, with potential implications for governance and operational clarity [9].

Core Viewpoint - The acquisition of semiconductor assets by the outdoor equipment giant, Explorer (探路者), highlights the growing trend of A-share companies entering the semiconductor industry, with a focus on high-premium mergers and acquisitions [1][2]. Group 1: Acquisition Details - Explorer plans to invest a total of 678 million yuan to acquire 51% stakes in two semiconductor companies: Shenzhen Betel Electronics Technology Co., Ltd. and Shanghai Tongtu Semiconductor Technology Co., Ltd. [1][2] - The acquisition involves a high premium, with Shanghai Tongtu's valuation increasing by 2119.65% [1][2]. - The transaction does not constitute a related party transaction or a major asset restructuring, and it can be implemented after board approval [2]. Group 2: Company Profiles - Betel is a leading design company in the mixed-signal signal chain chip sector, ranking first in the smart lock fingerprint recognition field and holding strong positions in various other sectors [2]. - Shanghai Tongtu specializes in video compression, AMOLED display driving, and video processing technologies, with its IP successfully licensed to over 20 medium to large chip companies [3]. Group 3: Strategic Intent - The core purpose of the acquisition is to create a deep complementarity and comprehensive reinforcement with Explorer's existing chip business, enhancing its product range and customer base in the analog and mixed-signal chip market [5]. - The integration of Betel's technology and Shanghai Tongtu's IP resources is expected to accelerate technological upgrades and market expansion in Explorer's chip business [5]. Group 4: Financial Performance - Explorer's chip business revenue has shown an upward trend, with projected revenues of approximately 842.72 million yuan, 1.33 billion yuan, and 2.22 billion yuan from 2022 to 2024, representing 0.74%, 9.6%, and 13.97% of total revenue, respectively [4]. - In the first half of 2025, Explorer reported approximately 5.38 billion yuan in outdoor business revenue and about 1.15 billion yuan in chip business revenue [4]. Group 5: Market Context - The trend of A-share companies acquiring semiconductor assets is driven by policy support, industry cycles, technological integration needs, and strong market expectations for emerging technologies [3]. - The semiconductor IP-related industry is currently in a golden development period, characterized by technological innovation and market demand [3].

Core Viewpoint - The company, Explorer, is making a significant move into the semiconductor industry by acquiring stakes in two semiconductor firms, aiming to enhance its chip business and capitalize on the growing market demand for semiconductor technologies [1][3][11]. Acquisition Details - Explorer plans to invest a total of 678 million yuan to acquire 51% stakes in Shenzhen Betel Electronic Technology Co., Ltd. and Shanghai Tongtu Semiconductor Technology Co., Ltd. [1][3] - The acquisition involves high premium valuations, with Shanghai Tongtu's valuation showing an increase of 2119.65% [1][8]. Financial Performance and Projections - As of the end of Q3 this year, Explorer had approximately 764 million yuan in cash [4]. - Betel is projected to achieve revenues of approximately 179 million yuan and a net loss of 25.19 million yuan in 2024, but is expected to turn profitable in the first eight months of 2025 [8][9]. - Shanghai Tongtu is expected to generate revenues of about 56.06 million yuan and 105 million yuan in 2024 and the first eight months of 2025, respectively [9]. Strategic Rationale - The acquisitions are intended to complement Explorer's existing chip business, enhancing its product offerings in the analog and mixed-signal chip markets [11]. - The integration of Betel's signal chain technology and Shanghai Tongtu's IP resources is expected to strengthen the company's competitive edge in display driving and video processing technologies [11]. Market Context - The trend of A-share companies acquiring semiconductor assets is on the rise, driven by policy support, industry cycles, and strong market expectations for emerging technologies [6]. - The semiconductor IP sector is currently experiencing a golden development period, characterized by technological innovation and market demand [7].

Core Viewpoint - The recent ownership change of Changling Hydraulic has progressed, with the completion of the share transfer process, leading to a new control structure involving significant players in the semiconductor industry and state-owned enterprises [1][3][6]. Group 1: Ownership Change Details - On November 15, Changling Hydraulic announced the completion of the share transfer, with Hu Kangqiao and state-owned enterprises acquiring a combined 41.99% stake [1][3]. - The total transaction amount for the ownership change is approximately 20.88 billion yuan, with Hu Kangqiao's group contributing around 14.68 billion yuan for 29.99% of the shares [2][5][6]. - Following the transaction, the actual controllers of the company will include the Jiangyin High-tech Zone State-owned Assets Office, Hu Kangqiao, and Xu Lantao [2][6]. Group 2: Background of New Controllers - Hu Kangqiao, the new key figure, has a strong background in semiconductor design, having founded Corelink Interconnect and raised over 600 million yuan in funding from top investment firms [2][8][9]. - Corelink Interconnect specializes in mixed-signal chip design and has been recognized as a national-level "little giant" enterprise, indicating its significant role in the semiconductor industry [9][10]. Group 3: Financial Performance of Changling Hydraulic - Changling Hydraulic has faced declining financial performance since its IPO in 2021, with revenue fluctuating between 806 million yuan and 907 million yuan and net profit decreasing from 202 million yuan to 95 million yuan [12][13]. - Despite the financial struggles, the company has maintained a high dividend payout ratio, distributing 94 million yuan and 61 million yuan in cash dividends for 2024 and 2025, respectively [14].

Core Viewpoint - Jiangsu Changling Hydraulic Co., Ltd. has completed its ownership change, with the new controlling party being Hu Kangqiao and his associates from Qingdao, who will invest 2.113 billion yuan to acquire 41.99% of the voting rights through an innovative scheme of "agreement transfer + partial tender offer" [2][9]. Group 1: Ownership Change Details - The ownership change was prompted by the company's declining performance, with four consecutive years of revenue decline [3]. - Hu Kangqiao, a 37-year-old Tsinghua University graduate and founder of Core Interconnect Technology, will become the actual controller of Changling Hydraulic [2][6]. - The transaction received significant support from state-owned assets in Wuxi, which contributed 847 million yuan to facilitate Hu's acquisition [2][13]. Group 2: Financial Performance - Changling Hydraulic's revenue peaked between 2018 and 2020, with a maximum growth rate of 71.69% and a net profit increase of 118.73% [5]. - However, since its listing in 2021, the company has seen a decline in revenue from 907 million yuan in 2021 to 883 million yuan in 2024, with net profit dropping from 202 million yuan to 95 million yuan during the same period [5]. - In Q1 of this year, the company reported a revenue of 219 million yuan, a year-on-year decrease of 2.64%, and a net profit of 30.82 million yuan, down 7.63% year-on-year [5]. Group 3: Strategic Implications - The acquisition marks a significant crossover between the chip industry and traditional manufacturing, with potential for collaborative development [9][13]. - Core Interconnect Technology has established itself as a high-tech enterprise focusing on mixed-signal chip design, with over 1,000 chip models in mass production [8]. - The strategic partnership aims to leverage the technological advantages of both hydraulic manufacturing and chip design, raising questions about the potential for successful integration and growth [9][13].