证券代码：688115 证券简称：思林杰 公告编号：2025-042 广州思林杰科技股份有限公司 关于 2025 年半年度计提资产减值准备的公告 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、准确性和完整性依法承担法律责任。 广州思林杰科技股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召开 第二届董事会审计委员会第九次会议，于 2025 年 8 月 27 日召开第二届董事会第 二十次会议，审议通过了《关于 2025 年半年度计提资产减值准备的议案》，本议 案无需提交股东会审议。现将相关情况公告如下： 642.11 万元。 一、计提减值准备的概述 公司根据《企业会计准则》以及公司会计政策、会计估计的相关规定，结合 公司实际经营情况，为了客观、公允地反映公司截至 2025 年 6 月 30 日的财务状 况和经营成果，本着谨慎性原则对合并报表范围内可能发生信用及资产减值损失 的有关资产计提资产减值准备，确认的信用减值损失和资产减值损失共计 907.01 万元,具体情况如下表所示 单位：万元 | 项目 | 2025 | 年半年度计提金额 | ...

Core Viewpoint - The company, Slinjet, experienced a decline in stock price and trading volume, with significant financing activity indicating a high level of investor interest despite recent financial losses [1][2]. Group 1: Stock Performance - On August 27, Slinjet's stock fell by 3.48%, with a trading volume of 82.75 million yuan [1]. - The financing buy-in for Slinjet on the same day was 7.05 million yuan, while financing repayment was 6.23 million yuan, resulting in a net financing buy of 814,400 yuan [1]. - As of August 27, the total financing and securities lending balance for Slinjet was 101 million yuan, accounting for 3.91% of its circulating market value, which is above the 70th percentile of the past year [1]. Group 2: Financial Performance - For the period from January to March 2025, Slinjet reported a revenue of 31.71 million yuan, representing a year-on-year growth of 20.83% [2]. - The company recorded a net profit attributable to shareholders of -12.54 million yuan, a significant decrease of 546.94% year-on-year [2]. - Since its A-share listing, Slinjet has distributed a total of 103 million yuan in dividends, with 73.15 million yuan distributed over the past three years [2]. Group 3: Shareholder Information - As of July 18, Slinjet had 4,482 shareholders, an increase of 0.40% from the previous period, with an average of 9,401 circulating shares per shareholder, a decrease of 0.40% [2]. - The top ten circulating shareholders include Qianhai Kaiyuan Public Utilities Stock and Qianhai Kaiyuan New Economy Mixed A, with both increasing their holdings [2].

Group 1 - The stock price of Slinje (688115) closed at 64.3 yuan on August 25, 2025, down 8.18% with a turnover rate of 6.42% and a trading volume of 27,100 lots, amounting to 179 million yuan [1] - The latest financial report for Slinje shows total operating revenue of 31.71 million yuan for Q1 2025, a year-on-year increase of 20.83%, while net profit attributable to shareholders decreased by 546.94% to 12.54 million yuan, and non-recurring net profit decreased by 1988.98% to 13.07 million yuan [1] - The company has a current ratio of 9.495, a quick ratio of 8.951, and a debt-to-asset ratio of 8.31% [1] Group 2 - Slinje has made investments in 7 companies and participated in 50 bidding projects [2] - The company holds 41 trademark registrations and 90 patents, along with 37 administrative licenses [2]

Group 1 - The stock price of Slinjet is reported at 69.35 yuan, down 0.94 yuan from the previous trading day, with a trading volume of 7,786 hands and a transaction amount of 54 million yuan [1] - Slinjet's main business involves the research, production, and sales of embedded smart instrument modules, primarily used in consumer electronics testing [1] - The company plans to acquire 71% of Keke Electronics for 1.42 billion yuan, with a cash payment of 857 million yuan [1] Group 2 - Keke Electronics specializes in military-grade high-reliability micro-circuit modules, with a projected net profit of 100 million yuan for 2024, which is six times that of Slinjet's net profit for the same period [1] - Keke Electronics previously withdrew its IPO application and reported only 31% of its 2023 annual revenue in the first eight months of 2024, with a net profit of 14% and a decline in gross margin exceeding 15 percentage points [1] - The Shenzhen Stock Exchange issued a regulatory letter in March indicating that Keke Electronics had inflated R&D expenses during its IPO application process [1]

Core Viewpoint - The acquisition of KOKAI Electronics by Slinje is facing skepticism due to significant discrepancies in financial metrics and concerns about potential "backdoor" listing implications [2][5][8]. Group 1: Acquisition Details - Slinje plans to acquire 71% of KOKAI Electronics for 1.42 billion yuan, with 857 million yuan in cash and the remainder in stock [2][4]. - KOKAI Electronics has reported higher revenue and net profit compared to Slinje, raising questions about the rationale behind the acquisition [5][6]. Group 2: Financial Performance Comparison - For 2024, Slinje's revenue is projected at 185 million yuan, a 10.14% increase, while KOKAI's revenue is expected to decline to 164 million yuan [5][6]. - KOKAI's net profit for 2024 is estimated at 100 million yuan, significantly higher than Slinje's projected 15 million yuan [5][6]. Group 3: Valuation Discrepancies - KOKAI's valuation was estimated at no less than 6.6 billion yuan during its IPO attempt, while Slinje's market cap is only 4.7 billion yuan [6][7]. - Post-acquisition, Slinje's total assets are expected to increase by 142% to 3.37 billion yuan [7]. Group 4: Industry and Business Synergy Concerns - Slinje specializes in consumer electronics testing, primarily serving the Apple supply chain, while KOKAI focuses on military-grade micro-circuit modules [10][13]. - The two companies have different customer bases, with KOKAI heavily reliant on military clients, raising doubts about potential synergies [10][13]. Group 5: Regulatory and Compliance Issues - KOKAI Electronics faced regulatory scrutiny for financial discrepancies during its IPO process, including inflated R&D costs and improper revenue recognition [16][17]. - Despite these issues, Slinje has continued to pursue the acquisition, indicating a strategic intent to penetrate the military sector [18].

Core Viewpoint - The acquisition of 71% stake in military enterprise Qingdao Kekai Electronics by Silin Jie (688115.SH) has faced significant regulatory scrutiny and market skepticism, highlighting challenges in business synergy, compliance, and the feasibility of the deal amidst a declining industry environment [2][4][9]. Group 1: Acquisition Details - The total transaction value for the acquisition is 1.42 billion yuan, with cash payment of 857 million yuan and stock payment of 563 million yuan [3]. - The share issuance price is set at 16.74 yuan per share, significantly lower than the current market price of approximately 71 yuan, indicating a potential substantial profit for the sellers [3]. Group 2: Business Synergy Concerns - The initial claim of business synergy based on both companies being in the "electronic industry" has shifted to a justification of being "upstream and downstream" partners, raising questions about the validity of this classification [4][5]. - Silin Jie primarily operates in industrial automation and is heavily reliant on the Apple supply chain, while Kekai Electronics focuses on military applications, creating a fundamental conflict in customer bases and operational compatibility [5][6]. Group 3: Compliance and Innovation Concerns - Kekai Electronics' innovation credentials are under scrutiny, as its R&D investment from 2021 to 2023 totaled 39.04 million yuan, barely meeting the minimum requirement of 5% of revenue [7][8]. - The data supporting Kekai's R&D claims has been flagged for inaccuracies by regulatory bodies, casting doubt on the integrity of the information used to justify the acquisition [8]. Group 4: Financial Performance and Industry Outlook - Kekai Electronics has committed to achieving a net profit of 90 million yuan in 2025, amidst a projected revenue drop of 46.4% in 2024 compared to 2023, raising concerns about the feasibility of these targets [9][10]. - The broader military industry is experiencing a downturn, with many comparable companies also reporting revenue and profit declines, indicating systemic challenges that could impact Kekai's performance [10].

Group 1 - The stock price of Slinje (688115) closed at 75.88 yuan on August 11, 2025, with an increase of 1.19% and a turnover rate of 2.71% [1] - The company experienced a net outflow of main funds amounting to 10.60 million yuan, accounting for 12.37% of the total transaction amount [1] - The latest quarterly report shows total operating revenue of 31.71 million yuan, a year-on-year increase of 20.83%, while net profit attributable to shareholders decreased by 546.94% to 12.54 million yuan [1] Group 2 - Slinje has invested in 7 companies and participated in 49 bidding projects, indicating active engagement in business expansion [2] - The company holds 41 trademark registrations and 90 patents, showcasing its commitment to intellectual property [2] - Slinje has obtained 37 administrative licenses, reflecting its compliance with regulatory requirements [2]

Core Viewpoint - The article discusses the complexities and challenges of mergers and acquisitions, using the example of the acquisition of Qingdao Kekai Electronics Research Institute by Silin Jie (688115.SH), highlighting the significant valuation discrepancies and the implications of high goodwill on the acquiring company [3][4][41]. Group 1: Company Overview - Silin Jie, listed on the Sci-Tech Innovation Board in 2022, specializes in industrial automation testing instruments, with embedded intelligent instrument modules contributing over 50% of its revenue [5][6]. - Kekai Electronics is a military enterprise focused on high-reliability microcircuit modules, with applications in various military fields [9][11]. Group 2: Financial Performance - Silin Jie experienced a 30% revenue decline in 2023, with projected revenue of only 185 million in 2024, indicating a challenging financial environment [17][19]. - Kekai Electronics' revenue dropped from 308 million in 2024 to 164 million, with net profit decreasing from 167 million to 100 million, reflecting a decline of over 40% [21][22]. Group 3: Acquisition Details - The acquisition involves a significant valuation gap, with Silin Jie valued at 1.433 billion and Kekai Electronics at 2.93 billion prior to the deal, highlighting a nearly fourfold difference in valuations [24]. - The acquisition price is set at 1.42 billion, with 563 million paid in shares, leading to a dilution of Silin Jie's controlling shareholder's stake from 36.8% to 24.5% [31][32]. Group 4: Goodwill and Risks - The acquisition will result in a high goodwill of 732 million, which constitutes 21.7% of Silin Jie's total assets as of the end of 2024, raising concerns about the sustainability of this goodwill [41]. - The article notes that the acquisition's success hinges on the approval from regulatory bodies, given the high goodwill and the challenges faced by Kekai Electronics [37][41].

Investment Rating - The report indicates an "Overweight" rating for the industry, suggesting a positive outlook for the next six months [31]. Core Insights - The report highlights a total of 79 merger and acquisition (M&A) events during the period from July 28 to August 3, with 14 classified as significant M&A transactions. Out of these, 15 M&A events were completed, while no significant M&A transactions were finalized [10]. - Recent policy updates emphasize that government investment funds should not engage in public trading of stocks, except for M&A, directed placements, and strategic allocations. This aims to prevent the increase of local government hidden debts [7][8]. - The report notes that the restructuring index outperformed the Wind All A index by 1.07% during the specified period, indicating a strong performance in the restructuring sector [25]. Summary by Sections M&A Activity Overview - During the week of July 28 to August 3, there were 79 M&A events involving listed companies, with 2 failures. The significant M&A events included 14 transactions, with 15 completed [10][16]. Major M&A Updates - The report lists several major M&A transactions involving state-owned enterprises and private companies, with notable transactions including China Shipbuilding's acquisition of China Heavy Industry for approximately 11.52 billion CNY [14]. Control Changes - Four listed companies reported changes in actual control, with notable transitions including Renfu Pharmaceutical being taken over by the State-owned Assets Supervision and Administration Commission [19]. Market Performance - The restructuring index showed a positive trend, outperforming the broader market index, which reflects a favorable environment for M&A activities [25].

Group 1 - The stock of Slinjie (688115) closed at 74.90 yuan on August 4, with a significant increase of 17.36%, a turnover rate of 6.61%, and an amplitude of 18.83%, resulting in a transaction volume of 195 million yuan [1] - The stock was listed on the daily trading list due to its closing price increase of 15% [1] - The top five trading departments accounted for a total transaction of 92.56 million yuan, with a net sell of 17.18 million yuan [1][2] Group 2 - The main buying department was Goldman Sachs (China) Securities, with a purchase amount of 10.55 million yuan, followed by JPMorgan Chase Securities with 8.65 million yuan [2] - The leading selling department was also JPMorgan Chase Securities, with a selling amount of 19.57 million yuan [2] - The net inflow of main funds for the stock was 11.76 million yuan throughout the day [2]