隆鑫通用 20260226 摘要 公司战略聚焦"摩托车+通机"核心业务，剥离非核心业务后，三大业 务（摩托车、全地形车、通用机械）协同发展，2025 年均实现增长， 营收稳步上行，2019-2024 年营收 CAGR 为 12.7%。 与宝马的合作是公司切入中大排量摩托车发动机的关键契机，为后续大 排量技术积累奠定基础。无极品牌借助与宝马合作背景，强化产品性能 认知，提升市场竞争力。 公司海外营收占比高，2025 年上半年接近 70%。产品结构调整带动毛 利率和净利率持续上升，2025 年三季度净利率同比提升 3 个点。商誉 减值影响趋近于 0，盈利能力显著提升。 摩托车业务量价齐升，2020-2024 年产量与销量 CAGR 均为双位数增 长。单车价格从 0.3 万元增长至将近 6,000 元，复合增长率显著。外销 收入增速显著高于内销，预计 2026 年外销市场仍将贡献更高增速。 无极品牌收入快速增长，2019-2024 年复合增长率为 62.4%，2025 年上半年同比增长 30%，占摩托车销售收入比例达 30%以上。欧洲市 场已完成主要五国渠道布局，西班牙市占率位列行业第四，意大利市场 份额约为 4% ...

Core Viewpoint - Longxin General Power Co., Ltd. plans to conduct an asset swap with Chongqing Zongshen Power Machinery Co., Ltd. to address the issue of competition in the motorcycle and general machinery sectors, aiming for business focus and specialization [2][3] Group 1: Asset Swap Details - Longxin General intends to exchange its general machinery-related assets and liabilities, primarily the equity of Chongqing Xinlongxin Electromechanical Co., Ltd., for Zongshen Power's motorcycle engine-related assets and liabilities, mainly the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd. [2] - The difference in the valuation of the swapped assets will be compensated in cash by one party to the other, and the transaction will not involve issuing shares or changing the controlling shareholder [2] Group 2: Background and Strategic Focus - The asset swap is motivated by a change in the actual controller of Longxin General, which will occur in December 2024, leading to indirect control by Zongshen Industrial Group Co., Ltd. This has resulted in competition in related business areas with subsidiaries controlled by Zongshen Group, including Zongshen Power [2] - Post-transaction, Longxin General will focus its resources on developing motorcycle complete vehicles and motorcycle engine businesses, emphasizing core power technology research and global channel layout to enhance its motorcycle powertrain capabilities [3]

Core Viewpoint - Zongshen Power plans a significant asset swap with Longxin General to address industry competition and focus on specialized development [1][3] Group 1: Asset Swap Details - The asset swap aims to resolve competition between Zongshen Power and Longxin General, both controlled by Zongshen Industrial Group's chairman, Zuo Zongshen [2][3] - Zongshen Power intends to acquire Longxin General's general machinery assets, while Longxin General will take over Zongshen Power's motorcycle engine assets [3][4] - The transaction will not involve issuing shares, and the swap price will be determined based on the assessed value of the assets involved [4] Group 2: Business Performance - Zongshen Power's motorcycle engine business generated a revenue of 2.33 billion yuan in the first half of 2025, a year-on-year increase of 14.39%, with a net profit of 133 million yuan, up 39.30% [5] - Longxin General's general machinery business achieved a revenue of 2.18 billion yuan in the first half of 2025, reflecting a 52.82% year-on-year growth, with significant sales increases in lawn care products [5] Group 3: Strategic Implications - Post-transaction, Zongshen Power will focus on developing core businesses with technological advantages, optimizing asset allocation, and protecting minority shareholders' interests [6] - Longxin General aims to concentrate resources on motorcycle and engine businesses, enhancing product structure and value, and striving to become a global leader in two-wheeled transportation [6]

Core Viewpoint - Longxin General Power Co., Ltd. plans to swap assets related to its general machinery business with Chongqing Zongshen Power Machinery Co., Ltd.'s motorcycle engine business to resolve competition issues and focus on specialized development [2][4]. Group 1: Transaction Overview - The transaction involves the exchange of assets, with Longxin General proposing to swap its general machinery assets, primarily the equity of Chongqing Xinlongxin Electromechanical Co., Ltd., for Zongshen Power's motorcycle engine assets, primarily the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd. [2][4]. - The transaction will be based on an assessment report from a qualified evaluation agency as per the Securities Law of the People's Republic of China, and the price will be determined through negotiation [2][4][5]. - This transaction is classified as a related party transaction due to the control relationship between Longxin General and Zongshen Power, which is controlled by Zuo Zongshen, the actual controller of Longxin General [2][5]. Group 2: Asset Details - The assets to be acquired include those of Chongqing Zongshen Engine Manufacturing Co., Ltd., which has a registered capital of 743.71 million yuan and specializes in manufacturing motorcycle engines and related components [6]. - The assets to be divested are those of Chongqing Xinlongxin Electromechanical Co., Ltd., which has a registered capital of 10 million yuan and focuses on general machinery and power generation equipment [7]. Group 3: Impact on the Company - The transaction aims to eliminate competition between Longxin General and Zongshen Power, allowing the company to concentrate resources on motorcycle and engine businesses, enhancing core power technology development and global channel layout [8]. - Post-transaction, the company intends to optimize product structure and increase product value, aspiring to become a leading global enterprise in two-wheeled transportation [8].

Core Viewpoint - Chongqing Zongshen Power Machinery Co., Ltd. is planning a significant asset swap with Longxin General Power Co., Ltd. to address competition issues and enhance business focus and specialization [2][4][12]. Group 1: Transaction Overview - The company intends to exchange its motorcycle engine-related assets and liabilities, primarily the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd., with Longxin General's general machinery-related assets and liabilities, primarily the equity of Chongqing Xinlongxin Electromechanical Co., Ltd. [2][4] - The transaction will involve cash compensation for the difference in asset values, and the specific asset scope will be determined after due diligence, auditing, and evaluation [2][4][5]. - This transaction is classified as a related party transaction and is expected to constitute a major asset restructuring as per regulations [2][5]. Group 2: Impact on the Company - The transaction aims to resolve the existing competition between Zongshen Power and Longxin General, promoting clearer and more specialized business development [12]. - Post-transaction, Zongshen Power will focus resources on developing core businesses in general machinery with technological advantages and market potential, optimizing asset and resource allocation [12]. - The transaction will not involve issuing shares and will not change the company's controlling shareholder or actual controller, thus maintaining the current equity structure [13].

Core Viewpoint - The transaction between Zongshen Power (宗申动力) and Longxin General (隆鑫通用) aims to resolve the issue of industry competition between the two companies by swapping their respective assets related to motorcycle engines and general machinery, thereby promoting clearer and more specialized business development for both parties [2][4]. Group 1: Transaction Details - Zongshen Power plans to exchange its motorcycle engine business assets and liabilities, primarily the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd., with Longxin General's general machinery business assets and liabilities, primarily the equity of Chongqing Xinlongxin Electromechanical Co., Ltd. [2] - The transaction will involve a cash adjustment to account for the difference in asset values exchanged [2]. - This transaction is classified as a related party transaction due to both companies being indirectly controlled by the same individual, Zuo Zongshen [4]. Group 2: Strategic Objectives - The transaction is intended to eliminate the existing competition between Zongshen Power and Longxin General, allowing Zongshen Power to focus on developing its core business in general machinery, which has technological advantages and market potential [4]. - Longxin General aims to concentrate its resources on motorcycle complete vehicles and engine businesses, enhancing its core power technology research and global channel development [4]. Group 3: Financial Projections - For 2025, Zongshen Power expects to achieve a net profit attributable to shareholders of between 646 million and 738 million yuan, representing a year-on-year growth of 40% to 60% [5]. - Longxin General anticipates a net profit attributable to shareholders of between 1.65 billion and 1.8 billion yuan for 2025, with a year-on-year growth of 47.15% to 60.53% [5]. Group 4: Current Market Reaction - As of February 13, the stock price of Zongshen Power decreased by 1.03%, while Longxin General's stock price fell by 1.52% [6].

不停牌。 宗申动力（001696）2月13日晚间公告，公司拟将其持有的摩托车发动机业务相关资产与负债（以重庆 宗申发动机制造有限公司股权为核心）与隆鑫通用动力股份有限公司（简称"隆鑫通用"，证券代码： 603766）持有的通用机械业务相关资产与负债（以重庆新隆鑫机电有限公司股权为核心）进行置换，置 换资产交易作价的差额将由一方向另一方以现金方式补足（简称"本次交易"）。本次交易公司股票不停 牌。 END 点击关键字可查看 潜望系列深度报道丨 股事会专栏 丨 投资小红书 丨 e公司调查 丨 时报会客厅 丨 十大明星私募访谈 丨 宁德时代被纳入！港股，重大调整！ 丨 688209在互动平台"自问自答"，被证监会立案调查 丨 002969突发！深交所暂停部分投资者交易 丨 天风证券，被证监会立案！ 丨 600893尾盘涨停！军 工股拉升 丨 实探丨深圳出手规范黄金市场，水贝商家：只接"现货" 丨 存储芯片，逆市大涨！ 丨 深 圳出手！不得违规开展黄金预定价交易！ 丨 美股、黄金、白银，集体大跌！ 根据初步研究和测算，本次交易预计将构成《上市公司重大资产重组管理办法》规定的重大资产重组。 本次交易所涉资产的具体范围将 ...

Group 1 - The core point of the article is that Zongshen Power (001696) plans to swap its motorcycle engine business assets and liabilities with Longxin General (603766) to address the issue of competition between the two companies [2][4] - The transaction is expected to constitute a significant asset restructuring, as both companies are controlled by the same entity, Zuo Zongshen, and the swap aims to clarify and professionalize their business operations [4][5] - After the transaction, Zongshen Power will focus on developing core businesses with technological advantages and market prospects, while Longxin General will concentrate on motorcycle complete vehicles and engine business, enhancing their product structure and value [4][5] Group 2 - The transaction is still in the planning stage and requires further verification and negotiation, with necessary decision-making and approval processes to be followed according to relevant laws and regulations [5] - The specific scope of the assets involved in the transaction will be clarified after due diligence, auditing, and evaluation, with the transaction price based on a report from a qualified evaluation agency [5] - Both companies are projected to see profit growth in 2025, with Zongshen Power expecting a net profit of 646 million to 738 million yuan, a year-on-year increase of 40% to 60%, and Longxin General anticipating a net profit of 1.65 billion to 1.8 billion yuan, a year-on-year increase of 47.15% to 60.53% [5]

Core Viewpoint - Zongshen Power plans to swap its motorcycle engine business assets and liabilities with Longxin General's general machinery business assets and liabilities, addressing industry competition and enhancing business clarity and specialization [1] Group 1: Transaction Details - The transaction involves the exchange of equity in Chongqing Zongshen Engine Manufacturing Co., Ltd. and Chongqing Xinlongxin Electromechanical Co., Ltd. [1] - The difference in the transaction value will be compensated in cash by one party to the other [1] - This transaction is classified as a related party transaction due to Longxin General being controlled by Zuo Zongshen, the actual controller of Zongshen Power [1] Group 2: Strategic Implications - The transaction is expected to constitute a significant asset restructuring without changing the controlling shareholder or actual controller of the company [1] - Post-transaction, Zongshen Power will focus resources on developing general machinery, which has technological advantages and market prospects [1] - The transaction aligns with the company's strategic development direction, aiming to improve the quality of the listed company and protect the interests of minority shareholders [1]

Core Viewpoint - The asset swap between Longxin General and Zongshen Power aims to resolve the existing competition between the two companies and focus on specialized development in their respective fields [1][2]. Group 1: Asset Swap Details - Longxin General plans to exchange its general machinery assets and liabilities for Zongshen Power's motorcycle engine assets and liabilities, with the core asset being the equity of Chongqing Zongshen Engine Manufacturing Co., Ltd. [1][2] - The transaction price for the asset swap has not been determined yet and will be based on the assessed value of the assets involved [1][2]. - The swap is expected to be an associated transaction but will not constitute a major asset restructuring, and it will not involve issuing shares or changing the controlling shareholders [2]. Group 2: Company Focus Post-Swap - After the transaction, Longxin General will concentrate its resources on developing motorcycle complete vehicles and engines, enhancing core power technology research and global channel layout [2][5]. - Zongshen Power will focus on its core business in general machinery, which has technological advantages and market prospects, optimizing asset and resource allocation [2][5]. Group 3: Historical Context and Performance - The asset swap has been anticipated, with prior announcements indicating plans for capital increase and asset transfers within Longxin General [3]. - Longxin General's motorcycle business achieved sales revenue of 7.273 billion in the first half of 2025, a year-on-year increase of 23.14%, while its general machinery business saw revenue of 2.185 billion, up 52.82% [5]. - Zongshen Power's general machinery business reported revenue of 3.647 billion, a 73.06% increase, and its motorcycle engine business generated 2.330 billion, growing by 14.39% in the same period [6].