邦彦技术终止收购星网信通，上市两年未分红但实控人年薪创出新高 5月26日消息，据中国经济网报道，邦彦技术披露了关于终止发行股份及支付现金购买资产并募集配套资金事项暨关联交易的公告。 邦彦技术表示，本次交易事项筹划以来，公司严格按照相关法律法规要求，积极组织相关各方推进本次交易工作。由于交易相关方未能就本次交易的最终合 作方案达成一致意见，为切实维护公司及全体股东利益，经公司充分审慎研究及与交易相关方协商，拟终止本次交易并授权管理层办理本次终止相关事宜。 邦彦技术称，终止本次交易系经公司审慎研究。目前，公司各项业务经营情况正常，本次重大资产重组事项的终止对公司现有生产经营活动和战略发展不会 造成重大不利影响，不存在损害公司及股东尤其是中小股东利益的情形。 交易告吹意味着邦彦技术的转型之路受阻，也意味着公司要解决净利润连续亏损的经营困境，或更加棘手。 据第一财经，截至今年一季度末，邦彦技术的未分配利润亏损逾2亿，上市以来从未分红，但其仍然给董监高涨工资，公司实控人祝国胜及其胞兄祝国强 2024年年薪分别达到214.09万元、159.88万元，均创上市以来新高，上涨金额分别约为62万元、40万元。 作者：杨启隆 编 ...

Core Viewpoint - The company, Bangyan Technology Co., Ltd., announced the termination of its significant asset restructuring plan to acquire 100% of Shenzhen Xingwang Xintong Technology Co., Ltd., leading to a sharp decline in its stock price and market value [1][3]. Group 1: Acquisition Details - The acquisition was initially planned to be executed through a share issuance and cash payment, with a proposed price of 13.94 yuan per share, representing a 30% discount to the market price [3]. - The transaction involved 16 parties, including the largest shareholder, Jinzhen Co., which holds an 18.25% stake [3]. - The acquisition was characterized as a "snake swallowing an elephant" deal, given the disparity in revenue and profit between the two companies [3][4]. Group 2: Financial Performance - Bangyan Technology reported a revenue of 181 million yuan and a net loss of 52 million yuan for 2023, while Xingwang Xintong achieved a revenue of 632 million yuan and a net profit of 47 million yuan [3][4]. - The acquisition was expected to enhance Bangyan Technology's civilian product business and achieve a performance commitment of no less than 180 million yuan in net profit over three years [3]. Group 3: Strategic Implications - The termination of the acquisition is seen as a setback for Bangyan Technology's strategy to diversify its revenue sources, which have been heavily reliant on military contracts, with nearly 70% of its revenue coming from the military sector as of December 31, 2023 [4][5]. - The acquisition was viewed as a critical step for the company to enter the civilian market, which would complement its existing military business [4][5]. - The loss of Xingwang Xintong's established customer base, including major clients like BYD and Huawei, complicates the company's goal of achieving civilian revenue surpassing military revenue by 2028 [5].

Core Viewpoint - The major asset restructuring plan of Bangyan Technology Co., Ltd. has been terminated due to the failure of related parties to reach an agreement, leading to a significant drop in the company's stock price and market value [1][2][3]. Group 1: Termination of Restructuring - Bangyan Technology announced the termination of its acquisition of 100% equity in Shenzhen Xingwang Xintong Technology Co., Ltd. after six months of planning, citing the lack of consensus among transaction parties [1][3]. - Following the announcement, the company's stock plummeted by 14.68%, resulting in a market value loss of over 400 million yuan [2]. Group 2: Financial Implications - The acquisition was intended to enhance Bangyan Technology's civilian product business, which is crucial for diversifying its revenue sources away from military reliance [4][5]. - The company reported a revenue of 181 million yuan and a net loss of 52 million yuan for 2023, while the target company, Xingwang Xintong, achieved a revenue of 632 million yuan and a net profit of 47 million yuan [4]. Group 3: Strategic Impact - The acquisition was seen as a key step for Bangyan Technology to enter the civilian market, aiming to create a second growth curve amidst its heavy reliance on military contracts [7]. - The termination of the deal means the company will miss out on established clients and channels in the civilian sector, making its goal of surpassing military product revenue by 2028 more challenging [9]. Group 4: Operational Concerns - The company has committed to not planning any major asset restructuring for one month and stated that its current operations remain normal, with no significant adverse impact from the termination [3]. - However, the loss of Xingwang Xintong's customer base, which includes major players like BYD and Huawei, raises concerns about Bangyan Technology's future growth and operational independence [8][10].

Core Viewpoint - The company proposes a share buyback plan to enhance employee motivation, attract talent, and boost investor confidence, reflecting strong belief in its future development and value [1][2]. Proposal Details - The type of shares to be repurchased is the company's issued ordinary shares (A-shares) [2]. - The purpose of the repurchase is for equity incentives or employee stock ownership plans, with specific uses to be determined by the board [2]. - The repurchase will be conducted through a centralized bidding system on the Shanghai Stock Exchange [2]. - The duration for the repurchase is set for 12 months from the board's approval date [2]. - The repurchase price will not exceed 150% of the average trading price of the company's shares over the 30 trading days prior to the board's resolution [2]. - The total funds allocated for the repurchase will be no less than RMB 30 million and no more than RMB 50 million [2]. - The source of funds for the repurchase will be the company's own funds [2]. Shareholder Activity - The proposer, Mr. Zhu Guosheng, has not engaged in buying or selling company shares in the six months prior to the proposal [3]. - There are currently no plans for Mr. Zhu to increase or decrease his shareholding during the repurchase period, and any future plans will be disclosed in accordance with relevant laws and regulations [4]. Commitment - Mr. Zhu has committed to actively promote the swift execution of the share buyback and will vote in favor of the proposal at the board meeting [5]. Previous Buyback Implementation - In a previous buyback conducted on October 11, 2024, the company repurchased 2,281,700 shares, accounting for 1.50% of the total share capital, at a maximum price of RMB 19.14 per share, a minimum price of RMB 12.00 per share, and an average price of RMB 15.34 per share, utilizing a total of RMB 35.0023 million [7].

Core Viewpoint - The asset restructuring plan of Bangyan Technology (688132.SH) has been terminated due to a lack of consensus among the parties involved, which raises concerns about the company's future performance and strategic direction [1][2]. Group 1: Restructuring Details - Bangyan Technology announced the termination of its asset restructuring plan on May 25, 2024, after failing to reach an agreement on the final cooperation scheme [1]. - The company had planned to acquire 100% of Shenzhen Xingwang Xintong Technology Co., Ltd. (Xingwang Xintong) and raise supporting funds through the issuance of shares and cash payments [1][2]. - Xingwang Xintong is a key partner of Huawei and provides integrated communication solutions primarily to financial institutions and government agencies [2]. Group 2: Financial Performance - Bangyan Technology's financial performance has been under pressure since its listing in September 2022, with a decline in revenue and a shift to losses in the following year [3]. - The company reported revenues of 3.7 billion, 1.81 billion, and 3.47 billion from 2022 to 2024, with year-on-year growth rates of 20.04%, -51.18%, and 91.98% respectively [3]. - Net profits for the same period were 411.18 million, -522.5 million, and -366 million, reflecting significant losses and a decline in profitability [3]. - In the first quarter of 2025, the company reported revenues of 277.06 million, a decrease of 78.38%, and a net loss of 272.06 million, a reduction of 177.02% year-on-year [4].

Group 1: Company Leadership Changes - Longi Green Energy announced that Li Zhenguo will resign from the positions of General Manager and Legal Representative to focus on R&D and technology management, while continuing as the head of the Central Research Institute and Chief Technology Officer [2] - The company appointed Zhong Baoshan as the new General Manager, and this leadership change is not expected to impact the company's operations [2] Group 2: Contracts and Agreements - Pingzhi Information signed an AI computing power technology service framework agreement with China Telecom's Shaanxi branch, with a total contract value of approximately 246 million yuan [3] - The actual execution amount will depend on specific orders, and the agreement is not expected to have a significant impact on the company's annual performance [3] Group 3: Share Issuance and Stock Transactions - *ST Songfa announced the issuance of 738 million new shares at a price of 10.16 yuan per share for asset acquisition [5] - Shenghong Technology set the preliminary inquiry transfer price at 65.85 yuan per share, with 24 institutional investors participating in the inquiry [3] Group 4: Shareholder Actions - Xinhua Medical's controlling shareholder plans to increase holdings by 100 million to 200 million yuan [6] - Several companies, including Yongmaotai and Green Harmony, announced plans for share reductions by up to 3% of total shares [6] Group 5: Corporate Developments - Rongsheng Environmental Protection reported that its controlling shareholder, Feng Ronghua, has been taken into custody by law enforcement, but this matter is unrelated to the company [4] - Chongqing Steel terminated the absorption merger with its wholly-owned subsidiary [7]

Core Viewpoint - The termination of the major asset restructuring plan by Bangyan Technology has led to a significant drop in its stock price, reflecting investor concerns about the company's future prospects and its struggle to transition from a military-focused business model to a civilian market strategy [1][4][5]. Group 1: Acquisition and Business Strategy - Bangyan Technology announced the termination of its acquisition of 100% of Shenzhen Xingwang Xintong Technology Co., Ltd., which was intended to facilitate its entry into the civilian market and implement a "military + civilian" strategic layout [1][2]. - The acquisition was aimed at leveraging Xingwang Xintong's expertise in smart integrated communication to quickly penetrate the civilian market, thereby creating a second growth curve for the company [3]. - The company has been heavily reliant on military contracts, with military-related revenue accounting for 77.22% and 84.15% of total revenue in 2023 and 2024, respectively [2]. Group 2: Financial Performance - Bangyan Technology has faced continuous financial losses since its listing, with net profits of -52.25 million and -36.61 million in 2023 and 2024, respectively, following a profit of 41.12 million in 2022 [5]. - As of the end of Q1 2024, the company reported a net profit loss of 27.21 million and a significant revenue decline of over 78%, marking the lowest quarterly revenue since its IPO [5]. - The company's undistributed profits have accumulated to a loss of over 200 million, and it has not issued any dividends since its listing [5]. Group 3: Executive Compensation - Despite the ongoing financial struggles, Bangyan Technology's executives received substantial salary increases, with the chairman's salary reaching 2.14 million, marking a 40.62% increase from the previous year [6]. - The salary increases for executives have raised concerns among investors, especially given the company's failure to generate profits and distribute dividends [4][6].

Core Viewpoint - The significant asset restructuring of Bangyan Technology has been terminated, leading to a sharp decline in stock price, prompting the controlling shareholder to propose a share buyback to restore market confidence [1][2]. Group 1: Share Buyback Proposal - The controlling shareholder, Zhu Guosheng, proposed a share buyback through centralized bidding, with a total fund of 30 million to 50 million yuan allocated for the buyback, intended for employee stock ownership plans and/or equity incentive plans [1]. - This is not the first time Zhu has proposed a buyback; in February 2024, he suggested a buyback of 28 million to 48 million yuan, which was completed on October 11, 2024, with a total of 2.2817 million shares repurchased, accounting for 1.5% of the total share capital [1][2]. Group 2: Termination of Major Asset Restructuring - On May 25, 2024, Bangyan Technology announced the termination of its plan to acquire 100% of Shenzhen Xingwang Xintong Technology Co., Ltd. due to a lack of consensus among transaction parties, committing to not plan any major asset restructuring for at least one month [2]. - The termination of the restructuring led to a significant market reaction, with the stock price dropping by 14.68% to 18.19 yuan per share, resulting in a market capitalization of 2.8 billion yuan [2]. Group 3: Business Strategy and Future Focus - Historically, Bangyan Technology's revenue has primarily come from the military sector; however, the company is now focusing on developing civilian products and expanding its market presence, launching products like Bangyan Cloud PC and AI Agent [3]. - In its 2024 annual report, the company stated its intention to enhance its civilian business scale to surpass that of military products by focusing on key industries such as finance, education, healthcare, energy, and public services through technological innovation and product upgrades [3].

Core Viewpoint - The acquisition of Shenzhen Xingwang Xintong Technology Co., Ltd. by Bangyan Technology has been terminated due to a lack of consensus among the parties involved, leading to a significant drop in the company's stock price following the announcement [1][4][2]. Group 1: Acquisition Details - Bangyan Technology announced the intention to acquire 100% of Xingwang Xintong in late November 2022, aiming to enter the civilian product market and create a second growth curve [1][6]. - The acquisition process included plans to raise supporting funds through issuing shares to no more than 35 specific investors, but the final transaction price was not determined at that time [4][5]. - The company has been unable to finalize the acquisition agreement, leading to the termination announcement on May 25, 2023 [4][1]. Group 2: Financial Performance - In 2024, Bangyan Technology reported revenue of 347 million yuan, a year-on-year increase of 91.98%, but still faced losses in net profit [1][5]. - In comparison, Xingwang Xintong's revenues for 2022, 2023, and the first half of 2024 were 523 million yuan, 633 million yuan, and 308 million yuan respectively, with net profits of 35.62 million yuan, 46.99 million yuan, and 30.89 million yuan [5][6]. - Bangyan Technology's revenue from the military sector constituted 97.90%, 81.49%, and 87.40% of its main business income in 2022, 2023, and 2024 respectively [6]. Group 3: Strategic Implications - The failure of the acquisition raises questions about the future development of Bangyan Technology's civilian product business and its ability to achieve a dual-business model [2][6]. - The company had high hopes for the acquisition to enhance its civilian product offerings, which are crucial for its strategic transformation [6][7]. - Following the termination, the company has not disclosed any immediate plans for other acquisitions or strategies to improve its performance [8].

证券代码：688132 证券简称：邦彦技术 公告编号：2025-038 邦彦技术股份有限公司 一、提议回购股份的原因和目的 基于对公司未来发展的坚定信心和对公司价值的高度认可，为进一步建立、 健全公司长效激励机制，吸引和留住优秀人才，充分调动公司员工的积极性和创 造性，并增强投资者对公司的投资信心，紧密结合公司利益、股东利益与员工利 益，促进公司健康可持续发展，结合公司经营情况及财务状况等因素，公司控股 股东、实际控制人、董事长、总经理祝国胜先生提议通过集中竞价交易方式进行 股份回购，并在未来适宜时机全部用于员工持股计划及/或股权激励计划。 二、提议内容 1、回购股份的种类及方式：公司已发行的人民币普通股（A股）； 2、回购股份的用途：拟用于股权激励或员工持股计划，具体用途由董事会 依据有关法律法规决定； 3、回购股份的方式：通过上海证券交易所交易系统以集中竞价交易方式回 购； 4、回购股份的期限：自董事会审议通过本次回购方案之日起12个月内； 5、回购股份的价格：不高于公司董事会通过回购决议前30个交易日公司股 票交易均价的150%，具体以董事会审议通过的回购股份方案为准； 关于收到公司控股股东、实际控制人 ...