Company Developments - The company is advancing a significant asset restructuring by acquiring 90% of Shudun Information Technology Co., Ltd. through a combination of issuing shares and cash, with the transaction suspended from November 24, 2025, and expected to resume on December 8, 2025. Due diligence, auditing, and evaluation are ongoing as of February 6, 2026, and the transaction is subject to board, shareholder, Shanghai Stock Exchange, and China Securities Regulatory Commission approvals, indicating uncertainty in successful implementation [2] - In January 2026, a shareholder, Shanghai Pugang Enterprise Management Center (Limited Partnership), reduced its stake in the company through a block trade, resulting in a combined holding with its concert party, Li Jin, dropping to 5% [3] Governance Structure - In December 2025, the company approved a resolution to abolish the supervisory board and revised its articles of association and related internal management systems to comply with the new Company Law. The governance structure will now have the board's audit committee exercising the powers of the supervisory board [4] Financial Performance - The company continues to face operational challenges, with a forecasted net loss of between 110 million to 165 million yuan for the full year of 2025, excluding non-recurring gains and losses. The Q3 2025 report indicated a net profit attributable to shareholders of -67.24 million yuan, with revenue declining by 30.72% year-on-year [5]

Group 1 - The company plans to acquire 90% of Shudun Information Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds, which is expected to meet the criteria for a major asset restructuring as per the regulations [2] - The transaction is classified as a related party transaction but will not result in a change of control for the company [2] - The company’s stock was suspended from trading starting November 24, 2025, with an expected suspension period of no more than five trading days [3] Group 2 - Due to the complexity of the transaction, the company applied for an extension of the trading suspension, which will continue until at least December 1, 2025 [3][4] - On December 5, 2025, the company’s board approved the proposal for the acquisition and related funding, with the stock expected to resume trading on December 8, 2025 [4] - As of January 6, 2026, the company reported that due diligence, auditing, and evaluation related to the transaction are progressing smoothly [5]

证券代码：688051 证券简称：佳华科技 公告编号：2026-004 罗克佳华科技集团股份有限公司 关于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的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、本次交易的基本情况 罗克佳华科技集团股份有限公司（以下简称"公司"）拟通过发行股份及支 付现金的方式购买数盾信息科技股份有限公司 90%的股份，并募集配套资金（以 下简称"本次交易"）。本次交易预计达到《上市公司重大资产重组管理办法》 （以下简称《重组管理办法》）规定的重大资产重组标准，预计构成关联交易。 本次交易不构成重组上市，不会导致公司控制权变更。 二、本次交易的进展情况 本次交易尚需履行多项审批程序方可实施，包括但不限于再次召开董事会、 召开股东会审议批准本次交易方案、上海证券交易所审核通过及中国证券监督管 理委员会注册同意等。本次交易能否通过上述审批，以及最终取得批准或注册同 意的时间均存在不确定性。 公司指定信息披露报刊为《上海证券报》《证券日报》《证券时报》，上海 证券交易所网站（www.s ...

Core Viewpoint - JiaHua Technology is actively optimizing its customer structure in response to changes in the operational conditions of its major clients, focusing on enhancing customer engagement and expanding its client base for sustainable development [1] Group 1: Customer Engagement and Development - The company is strengthening its relationship with existing clients by upgrading technology and iterating product development to explore new demands and growth points [1] - JiaHua Technology is analyzing user profiles of its digital products to accurately target and expand its customer base, ensuring continuous development [1] Group 2: Operational Strategy - The board and management team are fully committed to acquiring new orders while controlling costs and improving quality and efficiency [1] - The company aims to achieve operational improvement and sustainable healthy development through these strategic initiatives [1]

Core Viewpoint - The company is experiencing temporary pressure on revenue and profit due to a complex macro environment, industry adjustment cycles, and tightened fiscal budgets from downstream clients [1] Group 1: Client Structure and Market Focus - The company's main clients are local governments and their platform companies [1] - The company is actively adjusting its client structure, particularly focusing on the dual carbon sector and enterprise market [1] - Significant progress has been made in the enterprise market [1] Group 2: Performance Improvement and M&A Activities - The company aims to prioritize problem-solving and performance improvement in its operations [1] - The company is actively and orderly advancing its merger and acquisition activities, ensuring timely information disclosure based on progress [1]

Group 1 - The company Jiahua Technology (688051.SH) has announced a projected net loss for the year 2025, estimating a loss between -153.73 million yuan and -102.25 million yuan compared to the previous year [1] - The net profit attributable to the parent company, excluding non-recurring gains and losses, is expected to be between -164.78 million yuan and -109.86 million yuan for 2025 [1] - From 2021 to 2024, Jiahua Technology reported revenues of 486 million yuan, 261 million yuan, 322 million yuan, and 300 million yuan, with net profits attributable to shareholders of -129 million yuan, -288 million yuan, -208 million yuan, and -103 million yuan respectively [1] Group 2 - Jiahua Technology raised a total of 982 million yuan from its initial public offering, with a net amount of 864 million yuan, exceeding the original fundraising target by 364 million yuan [2] - The company initially planned to raise 500 million yuan for projects related to atmospheric environment AI big data system construction and AI research and development [2] - The total issuance costs for the initial public offering amounted to 118 million yuan, excluding VAT, with underwriting and sponsorship fees of 96.34 million yuan [2]

Core Viewpoint - Jiahua Technology (688051) is expected to report significant losses for the year 2025, primarily due to intensified industry competition and financial constraints faced by clients, leading to lower orders and revenue [3][4]. Group 1: Trading Information - On January 23, Jiahua Technology closed at 39.1 yuan, down 0.36%, with a turnover rate of 1.53% and a trading volume of 11,800 shares, amounting to a transaction value of 45.9657 million yuan [1]. - On the same day, the net outflow of main funds was 6.3774 million yuan, accounting for 13.87% of the total transaction value, while retail investors saw a net inflow of 7.6048 million yuan, representing 16.54% of the total transaction value [2][5]. Group 2: Earnings Disclosure - Jiahua Technology forecasts a net profit loss for 2025 ranging from 102 million yuan to 153 million yuan, with a non-recurring net profit loss estimated between 110 million yuan and 165 million yuan [3][5]. - The anticipated losses are attributed to increased industry competition, tight financial conditions for clients leading to lower-than-expected orders, reduced revenue, declining gross margins, and increased credit impairment losses [4][5].

Group 1 - The company, Jiahua Technology (688051.SH), expects to report a net loss attributable to shareholders of the parent company for the year 2025, ranging from -153.73 million to -102.25 million yuan compared to the previous year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be between -164.78 million and -109.86 million yuan [1] - The industry is facing intensified market competition, with major clients experiencing tight financial conditions, leading to overall weak demand and unmet order expectations [1] Group 2 - Revenue is expected to decrease during the reporting period due to income reductions from certain projects and the presence of gaps in project timelines [1] - The gross profit margin is anticipated to decline year-on-year [1] - Customer payment collections are below expectations, resulting in increased credit impairment losses [1]

Financial Performance Forecast - The company expects a net profit attributable to shareholders of the parent company for 2025 to be between -153.73 million and -102.25 million CNY, indicating a loss compared to the previous year [3]. - The net profit attributable to shareholders after deducting non-recurring gains and losses is projected to be between -164.78 million and -109.86 million CNY [3]. - The previous year's net profit attributable to shareholders was -103.16 million CNY, with a total profit of -103.48 million CNY [4]. - The company reported a loss per share of -1.33 CNY in the previous year [5]. Reasons for Performance Decline - The main reasons for the expected performance decline include intensified market competition, tight financial conditions of major clients, and overall weak demand, leading to lower revenue and increased credit impairment losses [6]. Audit and Forecast Data - The company has not yet undergone an audit by registered accountants for the current performance forecast [7]. - The forecast data is preliminary and subject to change based on the audited financial report to be released later [8].

Group 1 - Zhengzhou is focusing on digital transformation and industrial upgrading, leveraging its historical strength and vibrant economy to create a conducive environment for innovation and investment [2] - The city aims to build a new foundation for computing power and create new industrial clusters, while enhancing the business environment to attract quality resources and capital [2] - The collaboration with various enterprises is expected to foster innovation platforms, expand application scenarios, and share market benefits, contributing to the development of a smart economy and society [2][3] Group 2 - Guests expressed their admiration for Zhengzhou's cultural charm, innovative vitality, and industrial strength, indicating a strong potential for further cooperation in artificial intelligence and digital economy [3] - The focus will be on attracting new technologies, scientific innovation companies, and investment capital to support high-quality economic and social development in Zhengzhou [3]