南京晶升装备股份有限公司（以下简称"公司"）拟通过发行股份及支付现 金方式购买北京为准智能科技股份有限公司 100%股份并募集配套资金（以下简 称"本次交易"）。本次交易构成重大资产重组，构成关联交易，不构成重组上市。 公司于 2026 年 2 月 27 日收到上海证券交易所（以下简称"上交所"）出具 的《关于受理南京晶升装备股份有限公司发行股份购买资产并募集配套资金申请 的通知》【上证科审（并购重组）〔2026〕8 号】。上交所依据相关规定对申请文 件进行了核对，认为该项申请文件齐备，符合法定形式，决定予以受理并依法进 行审核。 证券代码：688478 证券简称：晶升股份 公告编号：2026-014 南京晶升装备股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易的申请文件获得上海证券交易所受理的 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、准确性和完整性承担法律责任。 南京晶升装备股份有限公司董事会 2026 年 2 月 28 日 本次交易尚需履行的决策和审批程序，包括但不限于经上交所审核通过并获 中国证券监督管理委员会注册 ...

证券代码：688478 证券简称：晶升股份 上市地：上海证券交易所 南京晶升装备股份有限公司 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报告书 （申报稿） | 项 目 | 名 称 | | --- | --- | | 北京本尚科技合伙企业（有限合伙）、北京小米智造股权投 | | | 资基金合伙企业（有限合伙）、葛思静、宁波源准企业管理 | | | 发行股份及支付现金 | 合伙企业（有限合伙）、上海摩勤智能技术有限公司、北京 | | 购买资产交易对方 | 海聚助力创业投资中心（有限合伙）、宁波尚泉企业管理合 | | 伙企业（有限合伙）、徐逢春、天津福睦斯科技创新产业发 | | | 展合伙企业（有限合伙）、王强 | 10 名交易对方 | 独立财务顾问 募集配套资金认购方 不超过 35 名特定投资者 签署日期：二〇二六年二月 南京晶升装备股份有限公司 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报告书 声 明 本部分所述词语或简称与本报告书"释义"所述词语或简称具有相同含 义。 一、上市公司声明 本公司及本公司全体董事、高级管理人员保证上市公司及时、公平地披露 信息，保证本报告书及其摘要内容的真实、准 ...

Core Viewpoint - Nanjing Jingsheng Equipment Co., Ltd. has completed the industrial and commercial change registration for its wholly-owned subsidiary, Nanjing Jingsheng Semiconductor Technology Co., Ltd., and has increased its registered capital from 50 million RMB to 252.55 million RMB by converting a 202.55 million RMB interest-free loan into capital for the implementation of a semiconductor crystal growth equipment project [1][2]. Group 1: Company Announcement - The board of directors approved the conversion of a 202.55 million RMB interest-free loan into capital for the subsidiary to support the semiconductor project [1]. - The new registered capital of Nanjing Jingsheng Semiconductor is now 252.55 million RMB, reflecting the increase from the previous 50 million RMB [2]. Group 2: Financial Performance - For the fiscal year 2025, the company reported total revenue of 227.22 million RMB, a decrease of 46.53% compared to the previous year [5]. - The net profit attributable to the parent company was -35.10 million RMB, a decline of 165.30% year-on-year [5]. - The total assets at the end of the reporting period were 1.76 billion RMB, down 5.51% from the beginning of the year [5].

Group 1 - The core point of the article is that Jing Sheng Co., Ltd. reported a significant decline in both revenue and net profit for the fiscal year 2025, indicating financial challenges faced by the company [2] Group 2 - The total operating revenue for 2025 is reported at 227.22 million yuan, which represents a decrease of 46.53% compared to the same period last year [2] - The net profit attributable to the parent company's owners is reported at -35.10 million yuan, reflecting a drastic decrease of 165.30% year-on-year [2]

Core Viewpoint - The company reported a significant decline in key financial metrics for the fiscal year 2025, primarily due to industry adjustments and increased competition in the silicon carbide and photovoltaic sectors [1] Financial Performance - The total operating revenue for 2025 was 227 million yuan, a decrease of 46.53% compared to the previous year [1] - The net profit attributable to the parent company was -35.10 million yuan, reflecting a decline of 165.30% year-on-year [1] - The net profit attributable to the parent company after deducting non-recurring gains and losses was -57.43 million yuan, a staggering decrease of 289.99% compared to the same period last year [1] Industry Context - The decline in financial performance is attributed to a reduction in demand for equipment products within the silicon carbide industry due to market adjustments [1] - Increased competition in the photovoltaic and silicon carbide sectors has led to a drop in product prices, adversely affecting sales margins and overall profitability [1] - The company has increased its impairment provisions based on a cautious approach towards risk matters during this reporting period [1]

名称：南京晶升半导体科技有限公司 类型：有限责任公司（自然人投资或控股的法人独资） 证券代码：688478 证券简称：晶升股份 公告编号：2026-011 南京晶升装备股份有限公司 关于全资子公司完成工商变更登记 并换发营业执照的公告 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、准确性和完整性承担法律责任。 南京晶升装备股份有限公司（以下简称"公司"）于 2026 年 1 月 23 日召开 第二届董事会第十六次会议审议通过了《关于将募集资金借款转为对全资子公司 增资以实施募投项目的议案》，同意将公司对全资子公司南京晶升半导体科技有 限公司（以下简称"晶升半导体"）提供的人民币 20,255.00 万元的募集资金无息 借款转为对晶升半导体增资以实施募集资金投资项目"半导体晶体生长设备总装 测试厂区建设项目"。本次增资完成后，晶升半导体的注册资本由 5,000 万元人 民币变更为 25,255 万元人民币，仍为公司的全资子公司。 具 体 内 容 详 见 公 司 于 2026 年 1 月 24 日 在 上 海 证 券 交 易 所 网 站 （www.sse.c ...

Financial Performance - Total revenue for 2025 was RMB 227.22 million, a decrease of 46.53% compared to the previous year[3] - Net profit attributable to shareholders of the parent company was -RMB 35.10 million, a decline of 165.30% year-on-year[3] - Net profit attributable to shareholders of the parent company, excluding non-recurring gains and losses, was -RMB 57.43 million, a decrease of 289.99% compared to the previous year[3] - Basic earnings per share were -RMB 0.26, down 166.67% from RMB 0.39 in the previous year[3] Assets and Equity - Total assets at the end of the reporting period were RMB 1,762.35 million, a decrease of 5.51% from the beginning of the period[3] - Equity attributable to shareholders of the parent company was RMB 1,511.07 million, down 4.12% from the beginning of the period[3] Return on Investment - The weighted average return on net assets was -2.27%, a decrease of 5.68 percentage points year-on-year[3] Market Conditions - The decline in revenue and profits was primarily due to reduced demand for equipment products in the silicon carbide industry and intensified market competition[7] Risk Management - The company increased impairment provisions based on a cautious approach, impacting net profit and net profit excluding non-recurring items[9] - The company emphasizes the importance of monitoring investment risks as the financial data is preliminary and unaudited[10]

Summary of Conference Call Records Industry Overview - The focus is on the **building materials and new materials** industry, particularly in relation to AI computing and electronic materials, with a notable emphasis on special electronic fabrics and PCB substrates [1][2]. Key Insights and Arguments 1. **AI-Driven Growth**: - The main growth drivers in the building materials sector are AI computing-related electronic materials, with special electronic fabrics leading the fiberglass segment. In the new materials sector, PCB substrates and semiconductor packaging materials are at the forefront [1]. 2. **Supply-Demand Dynamics**: - The electronic fabric market is experiencing a supply-demand imbalance, with an overall industry supply gap of approximately **20%**. Since January 2026, all categories of electronic fabrics have faced supply tightness, with companies holding orders for about **2 months** [1]. - The production capacity for standard electronic fabrics is shifting towards high-end products, resulting in a **60%** loss in capacity. This ongoing contraction in supply is expected to persist [1]. 3. **Price Increases**: - The electronic fabric industry has seen a price increase of **10%** in 2026, following **4-5** price hikes in 2025. High-end products like DK fabric, Q fabric, and CTE fabric are still in an upward price trend [1]. 4. **Production Bottlenecks**: - High-end product production relies on Toyota's advanced weaving machines, which have a delivery cycle of **1-2 years**. However, breakthroughs in pool kiln methods could lead to increased supply by 2029, potentially resulting in oversupply [1]. 5. **Inventory Levels**: - Inventory levels for CCL and electronic fabric factories are at historical lows, approximately **one week**, with PCB manufacturers extending their stocking period from the usual **1 month** to over **2 months** [1]. 6. **Profitability**: - High-end specialty electronic fabrics can achieve gross margins of **40%-50%**, with potential increases beyond **50%** as yield rates improve [1]. Recommendations 1. **Key Companies to Watch**: - Recommended companies include **Macro Technology**, **International Composites**, **China Jushi**, and **China National Materials**. Other notable mentions are **Philips**, **Gobi Technology**, and PCB-related firms like **China Tungsten High-Tech**, **Lianrui New Materials**, and **Dongcai Technology** [2]. 2. **Consumer Building Materials**: - The industry is nearing a bottoming phase, with significant price wars easing. Leading companies are shifting focus from price competition to quality and profitability recovery, with expectations for stabilization in 2026 and performance elasticity in 2027 [2]. 3. **Segment Differentiation**: - The waterproof segment shows signs of ending price wars, while the renovation of existing properties is becoming a core growth driver. Leading firms are enhancing their C-end and overseas strategies [2]. 4. **Strategic Focus**: - Major companies are prioritizing profitability recovery, channel optimization, and product diversification, while also accelerating overseas expansion to create a second growth curve [2]. 5. **Recommended Stocks**: - Elastic stocks include **Keshun Co.**, **Oriental Yuhong**, and **Hankao Group**. Stable stocks to consider are **Rabbit Baby**, **Sankeshu**, **Dongpeng Holdings**, **Monalisa**, and **China Liansu** [2]. Additional Insights - Traditional cyclical products are highlighted, with a focus on local state-owned enterprises like **Sichuan Road and Bridge**, **Shandong Road and Bridge**, and **China Railway**. The steel structure sector is represented by companies like **Honglu Steel Structure** and **Jinggong Steel Structure** [3]. - The cement sector is advised to focus on regional leaders such as **Western Cement**, **Huaxin Cement**, and **Shangfeng Cement** [3]. - Other new materials and robotics sectors are also mentioned, with companies like **Pana Micro透**, **TianYue Advanced**, and **Jing Sheng Co.** being noted [3].

Summary of the Conference Call Industry Overview - The conference call focused on the **solar photovoltaic industry** and its related supply chain in the Jiangsu and Zhejiang provinces of China, highlighting key players and their roles in the market. Key Companies Discussed 1. **Jingsheng Mechanical & Electrical** - Leader in photovoltaic silicon wafer equipment, semiconductor equipment, and silicon carbide substrate materials [1] 2. **Xizi Clean Energy** - Leading manufacturer of gas boilers, with diversified interests in solar thermal, nuclear power, and perovskite technology [2] 3. **Liancheng CNC** - Another leader in photovoltaic silicon wafer equipment and semiconductor equipment [3] 4. **Jingsheng Co., Ltd.** - A prominent player in photovoltaic and silicon carbide equipment [4] 5. **Other Notable Companies** - Potential discussions included Hangzhou Oxygen (杭氧股份) and Wuxi Weidao Nano (微导纳米), among others [5] Key Events and Dates - **February 26, 2023**: - Morning session in Hangzhou with Jingsheng Mechanical & Electrical - Lunch and afternoon visit with Xizi Clean Energy in Hangzhou [1][2] - **February 27, 2023**: - Visit to Liancheng CNC in Wuxi [3] - **March 2, 2023**: - Afternoon session with Jingsheng Co., Ltd. in Nanjing [4] Additional Insights - The conference highlighted a total of **11 industry chain research events** focusing on various companies including Maiwei Co., Ltd., Aotewi, Dongfang Risheng, and others, indicating a robust engagement in the solar photovoltaic sector [5]

Core Viewpoint - The company held its first extraordinary general meeting of shareholders in 2026, where all proposed resolutions were approved without any objections [2][10]. Meeting Details - The meeting took place on February 10, 2026, at the company's conference room located at No. 49, Zonghui Road, Nanjing Economic and Technological Development Zone, Jiangsu Province [2]. - The meeting was convened by the board of directors and chaired by Chairman Li Hui, utilizing a combination of on-site and online voting methods [2][3]. Attendance - All 7 current directors attended the meeting, along with the board secretary and other senior management personnel [3]. Resolutions Reviewed - The following key resolutions were passed: - Approval of the proposal for issuing shares and cash to acquire assets and raise supporting funds, along with related party transactions [4]. - Approval of the overall plan for the transaction [4]. - Approval of specific plans regarding share types, face value, listing locations, pricing benchmarks, and payment methods [5][6]. - Approval of performance commitments and compensation arrangements related to the transaction [6]. - Approval of the fundraising plan, including share types, pricing, and usage of raised funds [7]. - Approval of the report on the asset acquisition and related transactions [7][8]. - Approval of the transaction's compliance with relevant regulations and guidelines [8][9]. Legal Verification - The meeting was witnessed by lawyers from Shanghai Jintiancheng (Nanjing) Law Firm, who confirmed that the meeting's procedures and resolutions complied with the Company Law and other relevant regulations [11].