备受市场关注的通业科技跨界并购芯片设计公司思凌科一事，近日迎来关键进展。 通业科技发布公告称，拟通过现金方式以5.61亿元购买思凌科公司91.69%股权后对其形成控制；与此同 时，由思凌科原大股东黄强及思凌科其他核心成员组成的持股平台思凌企管拟以协议转让方式购买通业 科技大股东、实控人徐建英、谢玮等持有的6.00%通业科技股份。 在这场跨界收购中，一家轨道交通电气设备制造商，将正式切入电力物联网通信芯片赛道。这笔交易不 仅是通业科技业务线的延伸，更明确了其在轨交设备之上布局"第二增长曲线"的战略意图。 交易方案"精细打磨"，更务实、更可持续 相较于8月份公告，本次方案在多个关键环节作出了调整。 估值调整：鉴于审计前后的思凌科财务数据存在小幅差异，思凌科100%股权的估值由不超过6.7亿元调 整为6.12亿元。估值调整后，通业科技需要实际支付的交易对价也会相应减少，公司的资金压力能够一 定程度减轻。 与此同时，方案调整后，通业科技实控人拟协议转让的股份比例、收到的转让价款也将有所降低。并 且，该交易完成后，实控人直接间接合计仍将持有通业科技超68%的股份比例，实控地位依然稳固，能 够充分消除此前市场对于实控人变 ...

Core Viewpoint - Tongye Technology plans to acquire 91.69% of Beijing Siling Semiconductor Technology Co., Ltd. for approximately 561 million yuan, marking a significant asset restructuring [1][3]. Group 1: Acquisition Details - The acquisition price for 91.69% of Siling Semiconductor is about 561 million yuan [1]. - The initial plan was to acquire 100% of Siling Semiconductor, but it was adjusted to 91.69% after negotiations with stakeholders [3]. - The transaction involves the transfer of 6% of Tongye Technology's shares from its controlling shareholders to Siling Semiconductor's actual controller [5]. Group 2: Financial Performance - As of December 26, Tongye Technology's stock price was 26.55 yuan per share, with a market capitalization of 3.8 billion yuan [2]. - For the first three quarters of 2025, Tongye Technology reported revenue of approximately 294 million yuan, a year-on-year increase of 11.97%, and a net profit of about 26.61 million yuan, a year-on-year decrease of 15.56% [7]. Group 3: Strategic Implications - The acquisition will allow Tongye Technology to enter the power IoT communication chip market, focusing on high-speed power line carrier communication chips and modules [6]. - The integration of technologies and marketing strategies between Tongye Technology and Siling Semiconductor is expected to enhance market efficiency and competitiveness in both the rail transit and power IoT sectors [8]. - The performance commitment for Siling Semiconductor includes a cumulative net profit of no less than 175 million yuan for the years 2026, 2027, and 2028 [8].

Group 1 - The company reported a revenue of 188 million yuan for the first half of 2025, representing a year-on-year growth of 11.58% [2] - The net profit attributable to shareholders reached 18.88 million yuan, an increase of 32.84% compared to the previous year [2] - The gross margin improved due to a 13.47 percentage point increase in the gross margin of smart control products, contributing to overall revenue and profit growth [2] Group 2 - The company is planning to acquire 100% of the equity of Silin Technology for a transaction price not exceeding 670 million yuan [3] - Silin Technology specializes in power grid communication chips and modules, with major clients including state-owned enterprises like the State Grid [3] - The company aims to leverage its advantages in the rail transit market to apply high-speed power line communication chip technology in rail transit power grid systems, creating new business growth opportunities [3] Group 3 - The company is actively expanding into international markets, aiming to build a dual-driven growth path [3] - It plans to collaborate closely with strategic partners like CRRC to track overseas project dynamics and promote the export of its advantageous products [3] - The establishment of an overseas marketing center is part of the strategy to enhance international marketing capabilities and support high-quality international business expansion [3]

Group 1 - The core viewpoint of the articles highlights Tongye Technology's strong financial performance in the first half of 2025, with a revenue of 188 million yuan, representing a year-on-year growth of 11.58%, and a net profit of 18.88 million yuan, up 32.84% [1] - The company benefits from steady growth in domestic and international market demand, improved order efficiency, and an optimized product structure, leading to an increase in overall gross margin [1] - Tongye Technology focuses on the core business of rail transit electrical equipment, forming an ecosystem of electrical products that includes power supply, intelligent control, and motor and fan products, covering various markets such as locomotives, subways, and new energy [1] Group 2 - The company is planning to acquire 100% of the shares of Silin Technology for a cash payment not exceeding 670 million yuan, with a commitment from the seller for a cumulative net profit of no less than 160 million yuan from 2026 to 2028 [2] - Silin Technology specializes in power grid communication chips and modules, primarily serving large state-owned enterprises, which allows Tongye Technology to leverage its advantages in the rail transit market to enhance its strategic layout [2] - The company aims to expand its international market presence by collaborating with strategic partners and establishing an overseas marketing center, while also relying on long-term cooperation with leading German companies to support high-quality international business expansion [2]

Core Viewpoint - The company, Tongye Technology, has established a unique competitive barrier in the domestic rail transit equipment market through a "product + service + technology" model, achieving significant revenue and profit growth in 2024 [1][5]. Financial Performance - In 2024, Tongye Technology reported a revenue growth of 18.31% year-on-year, reaching 425 million yuan, marking a historical high for the company [6][7]. - The net profit for 2024 increased by 37.1% year-on-year to 49.14 million yuan, with a net profit margin rising from 9.99% in 2023 to 11.58% in 2024 [7]. Market Position and Strategy - Tongye Technology is positioned as a key supplier for national railway and urban transit companies, benefiting from the dual-cycle growth in the rail transit industry, which includes both existing asset upgrades and new construction [7]. - The company plans to acquire Silin Technology for 670 million yuan, aiming to enter the rail transit power grid communication chip market, which is expected to provide a new growth avenue [2][8]. Product and Service Offering - The company has developed a comprehensive ecosystem of rail transit electrical products, including power supply, intelligent control, and motor products, serving various subsystems in trains [3][4]. - Tongye Technology's intelligent control products have seen a significant sales increase of 85.70% year-on-year, contributing to 21.57% of total revenue [6]. Technological Development - The company has established a robust core technology system with 92 patents and 26 software copyrights, enhancing its competitive advantage in the market [4]. - The acquisition of Silin Technology is expected to fill gaps in the company's smart network control product line, enhancing the technical value and competitiveness of its existing products [10]. Future Outlook - The rail transit industry is projected to continue growing, with significant demand for vehicle procurement driven by record-high transportation volumes and new metro line constructions [7]. - The strategic acquisition of Silin Technology is anticipated to break the company's previous business ceiling and allow it to share in the semiconductor industry's growth, particularly in the power energy chip sector [9][10].

Group 1: Mergers and Acquisitions Overview - During the period from August 15 to August 21, 2025, three listed companies announced new mergers and acquisitions: Zhenyang Development, Tongye Technology, and ST Jinggu, involving three M&A events across the basic chemicals, machinery equipment, and agriculture, forestry, animal husbandry, and fishery industries [1][9]. Group 2: Zhenyang Development - Zhenyang Development primarily engages in the research, production, and sales of chlor-alkali related products, with core products including chlor-alkali products, MIBK products, and PVC products. The chlor-alkali products are widely used in agriculture, electricity, petrochemicals, pharmaceuticals, metallurgy, new energy materials, light industry, textiles, and dyeing [2][10]. - In 2024, Zhenyang Development achieved a main business revenue of 2.898 billion yuan, representing a year-on-year growth of 37.06%, primarily driven by the production and sales of PVC products [2][10]. - The company is undergoing a stock swap merger with Zhejiang Huhangyong Expressway Co., Ltd., which plans to issue A-shares to Zhenyang Development's shareholders [2][10]. Group 3: Tongye Technology - Established in 2000, Tongye Technology specializes in the rail transit industry, with three core product lines: power products, intelligent control products, and motors and fans, covering various rail transit scenarios such as locomotives, subways, and high-speed trains [3][11]. - The company has a nationwide after-sales service network, providing regular maintenance and repair services to ensure the normal operation of equipment. It serves domestic clients like China Railway Corporation and China CRRC, while also exporting products to countries including Kazakhstan, Uzbekistan, Belarus, and South Africa [3][11]. - Tongye Technology plans to acquire 100% of Beijing Silingke Semiconductor Technology Co., Ltd. through a cash payment, aiming to enhance its overall layout and expand its scale and operational performance [3][11]. Group 4: ST Jinggu - ST Jinggu is primarily engaged in the manufacturing of engineered wood products, chemical products from forest resources, and forestry operations. Its engineered wood products include plywood, fiberboard, particleboard, and veneer, widely used in furniture manufacturing and construction [4][12]. - The company operates through self-procurement, production, and sales, utilizing both direct sales and distribution channels to meet diverse customer needs. Its forestry operations focus on land resource management through cooperative afforestation, timber harvesting, and sales [4][12]. - ST Jinggu plans to transfer 51% of its stake in Tangxian Huiyin Wood Industry Co., Ltd. to its controlling shareholder, Zhou Dafu Investment Co., Ltd., in a cash transaction, aiming to divest underperforming assets and optimize its asset structure [4][12].