五新隧装重组项目的注册有利于增强中小企业用好并购重组的信心。五新隧装之后，北交所上市公司创 远信科(上海)技术股份有限公司也启动了发股买资产的重组项目。随着五新隧装项目的注册，"首单"的 示范效应将进一步发挥，北交所市场并购重组活跃度将持续提升，更好发挥促进上市公司高质量发展的 功能，助力持续稳定和活跃资本市场。 2025年12月18日，北交所上市公司湖南五新隧道智能装备股份有限公司(以下简称"五新隧装")发行股份 及支付现金购买资产并募集配套资金暨关联交易事项获证监会注册，标志着"并购六条"发布后北交所首 单发股买资产项目正式落地，有效彰显了支持上市公司通过并购实现资源优化配置的监管导向，为后续 企业通过发股方式整合资源提供了良好示范。 项目实施后，五新隧装业务将拓展至桥梁、港口等领域，营收和净利润等业绩指标将进一步增厚，经营 效益将得到明显提升。本次交易将进一步提高上市公司质量，有望为投资者创造更好的投资回报。本次 重组交易规模超26亿元，配套募集资金1亿元，一定程度上改变了市场对中小企业只能从事小规模并购 交易的刻板印象，为中小企业在北交所通过并购重组做优做强提供了范例。 ...

Core Viewpoint - The North Exchange's merger and acquisition (M&A) market is experiencing significant activity, with policy incentives and increased regulatory tolerance providing a fertile ground for innovative small and medium-sized enterprises to grow through acquisitions [1][5]. Group 1: M&A Activity - Hunan Wuxin Tunnel Intelligent Equipment Co., Ltd. has made progress in its acquisition restructuring, marking the first case on the North Exchange using a "shares + cash" mixed payment method, with a total transaction price of approximately 2.65 billion yuan [2][4]. - The acquisition involves purchasing 100% of Hunan China Railway Wuxin Heavy Industry Co., Ltd. and 99.9057% of Huaihua Xingzhong Technology Co., Ltd., both of which are recognized as national-level specialized and innovative "little giant" enterprises [2][4]. - The North Exchange has seen 37 significant investment and M&A events since 2025, with 12 occurring after September 24, 2024, indicating an acceleration in M&A activities [4]. Group 2: Policy and Regulatory Environment - The active M&A market is closely linked to ongoing policy optimizations, including the China Securities Regulatory Commission's measures to support companies in transforming and upgrading towards new productive forces [5][6]. - The North Exchange has introduced a "small-scale rapid" review mechanism and simplified review procedures for restructurings, enhancing flexibility in payment methods, financing channels, and pricing mechanisms [5][6]. - The "six measures" policy released in September 2024 aims to encourage industry integration and improve regulatory tolerance, further stimulating M&A activities [5][6]. Group 3: Trends in M&A - Companies on the North Exchange are focusing on vertical expansion, business upgrades, and market expansion, with many acquisitions aimed at enhancing supply chain security and entering high-growth sectors [6]. - The trend of horizontal integration through share issuance and capital increase is evident among equipment manufacturing companies, aiming to build a second growth curve [6]. - The successful registration of Wuxin Tunnel's M&A plan is seen as a positive start, with expectations for continued vitality in the M&A market as policy incentives unfold [6].

Group 1 - The core viewpoint of the news is that Wuxin Tunnel Equipment plans to acquire 100% equity of Hunan China Railway Wuxin Heavy Industry Co., Ltd. and 99.9057% equity of Huaihua Xingzhong Technology Co., Ltd. for a total transaction price of approximately 2.65 billion yuan, with additional fundraising not exceeding 100 million yuan [2] - Both acquired companies, Xingzhong Technology and Wuxin Heavy Industry, are recognized as national-level specialized and innovative "little giant" enterprises, which will create effective synergy with Wuxin Tunnel Equipment's existing tunnel intelligent equipment business [2] - The completion of this transaction is expected to significantly enhance Wuxin Tunnel Equipment's revenue scale and profitability, as both Xingzhong Technology and Wuxin Heavy Industry possess competitive advantages in their respective fields, complementing the existing tunnel engineering equipment business [2] Group 2 - The acquisition case of Wuxin Tunnel Equipment is noted as the first stock issuance asset purchase project following the release of the "Six Merger Rules" by the Beijing Stock Exchange, demonstrating strong exemplary significance [3] - The successful advancement of this case reflects the policy orientation of the Beijing Stock Exchange in supporting listed companies to achieve high-quality development and optimize industrial structure through mergers and acquisitions [3] - This case provides practical reference for more companies listed on the Beijing Stock Exchange to engage in mergers and acquisitions in the future [3]