特别提示： 证券代码：002090 证券简称：金智科技 公告编号：2025-029 江苏金智科技股份有限公司 关于披露权益变动报告书的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 证券代码：002090 证券简称：金智科技 公告编号：2025-029 本次权益变动前，金智集团及其法定一致行动人贺安鹰、朱华明、徐兵、丁小 异、向金凎于2022年11月30日最近一次公开披露《简式权益变动报告书》时，合计 拥有公司股份8,752.9162万股，占公司总股本的21.65%；本次权益变动后，金智集 团及其一致行动人合计持有公司股份2,339.6773万股，占公司总股本的5.84%。 1、本次权益变动方式涉及股份协议转让，不触及要约收购，亦不构成关联交易。 2、本次权益变动完成后，将导致公司控股股东、实际控制人发生变更。 3、本次权益变动所涉股份协议转让尚需取得深圳证券交易所的合规性确认意见， 并在中国证券登记结算公司深圳分公司办理股份过户登记手续，该事项能否最终实 施完成及实施结果尚存在不确定性，敬请投资者注意投资风险。 江苏金智科技股份有限公司（以下简称 ...

Core Viewpoint - Jiangsu Jinzhi Technology Co., Ltd. is undergoing a change of control for the second time since its listing, with the controlling shareholder Jiangsu Jinzhi Group planning to transfer 16.01% of its shares to Nanjing Zhidi and Zhejiang Zhiyong for approximately 705 million yuan [1][2][3] Group 1: Share Transfer Details - Jiangsu Jinzhi Group signed a share transfer agreement on July 22, 2025, to transfer a total of 64.13 million shares, representing 16.01% of the company's total share capital [1] - The total transfer price is approximately 705 million yuan, with the new controlling shareholders being Nanjing Zhidi and Zhejiang Zhiyong [1][4] - After the transfer, the board of directors will be restructured, with Nanjing Zhidi and Zhejiang Zhiyong having significant representation [4] Group 2: Historical Context - The company has previously attempted a change of control in June 2020, which ultimately did not materialize due to the restructuring of the intended new controlling shareholder, Qilu Transportation [2][3] - The company has evolved its business focus from power automation and IT services to smart energy and smart city solutions [2] Group 3: Financial Performance - For the year 2024, the company reported total revenue of 1.773 billion yuan, a year-on-year increase of 9.70%, and a net profit of 72.27 million yuan, up 19.46% [5] - In the first quarter of 2025, the company experienced a decline in revenue to 311 million yuan, down 22.56%, and a net profit of 15.30 million yuan, down 19.81% [5] Group 4: Market Implications - The new shareholders, Nanjing Zhidi and Zhejiang Zhiyong, were established shortly before the acquisition, indicating a potential strategic move to leverage Jinzhi Technology's platform for rapid capital appreciation [5] - The acquisition structure suggests that these entities may be special purpose vehicles (SPVs) created specifically for this transaction, which is a common practice in private equity and industry investment [5]

Core Viewpoint - Jinzhiketech is undergoing a significant change in its controlling shareholder, transitioning from Jiangsu Jinzhigroup to Nanjing Zhidi and Zhejiang Zhiyong, marking the end of its "ownerless" status [1][2]. Shareholder Changes - Jiangsu Jinzhigroup plans to transfer a total of 16.01% of its shares in Jinzhiketech, with Nanjing Zhidi acquiring 9.08% and Zhejiang Zhiyong acquiring 6.93% [1][2]. - After the transfer, Jinzhigroup's shareholding will decrease to 5.84%, and Nanjing Zhidi will become the new controlling shareholder [1][2]. Financial Details - The share price for the transaction is set at 11 yuan per share, totaling approximately 705 million yuan [2]. - Jinzhigroup has committed to ensuring the stability of the current management and maintaining sufficient operational funds of no less than 300 million yuan [2]. Company Performance - Jinzhiketech reported a revenue of 1.773 billion yuan in 2024, a year-on-year increase of 9.7%, and a net profit of 72.27 million yuan, up 19.46% [3]. - In Q1 2025, the company experienced a revenue decline of 22.56% to 311 million yuan, attributed to the transfer of Beijing Yipu's 51% stake and a decrease in revenue from the smart city business [3]. - As of March 2025, accounts receivable decreased by 14% to 678 million yuan compared to the end of 2024, indicating improved cash collection efforts [3].

Core Viewpoint - Jinzhitech (002090.SZ) has resumed trading and experienced a significant drop, reaching a limit down of 10.03% at 9.96 yuan per share following the announcement of a change in control due to a share transfer agreement [1][2]. Group 1: Share Transfer Agreement - The controlling shareholder, Jiangsu Jinzhigroup Co., Ltd. (Jinzhigroup), signed a share transfer agreement with Nanjing Zhidi and Zhejiang Zhiyong, transferring 64,132,389 shares, which represents 16.01% of the total share capital [2][3]. - The share transfer includes 36,372,398 shares (9.08%) to Nanjing Zhidi and 27,759,991 shares (6.93%) to Zhejiang Zhiyong, with a total transaction value of 705,456,279 yuan, translating to a per-share price of 11 yuan [3][4]. Group 2: Change in Control - After the completion of the share transfer, Jinzhigroup will no longer be the controlling shareholder, and Nanjing Zhidi will assume this role, with Zhao Dan and Xiao Ming becoming the actual controllers of the company [3][5]. - Nanjing Zhidi and Zhejiang Zhiyong have signed a concerted action agreement, ensuring they act in unison as shareholders of Jinzhitech [6]. Group 3: Financial Performance - For Q1 2025, Jinzhitech reported a revenue of 311.46 million yuan, a decrease of 22.56% year-on-year, and a net profit attributable to shareholders of 15.30 million yuan, down 19.81% [7][8]. - The net cash flow from operating activities was -49.92 million yuan, showing a significant improvement of 73.84% compared to the previous year's -190.81 million yuan [8].

Core Viewpoint - The recent share transfer in Jinzhikeji marks a significant change in control, with new stakeholders expected to drive growth in the company, particularly in the context of the "dual carbon" goals [1][2]. Group 1: Share Transfer Details - Jinzhikeji's controlling shareholder, Jiangsu Jinzhigroup, signed a share transfer agreement to sell a total of 16.01% of its shares for 705 million yuan, with Nanjing Zhidi acquiring 9.08% and Zhejiang Zhiyong acquiring 6.93% [2][3]. - The share transfer price is set at 11 yuan per share, with payments structured in four installments totaling 705 million yuan [2][3]. Group 2: New Control and Management - Following the share transfer, Jinzhigroup's voting rights will decrease from 21.85% to 5.84%, transitioning Jinzhikeji from a state of no actual controller to having Zhao Dan and Xiao Ming as the new actual controllers [3][4]. - Zhao Dan and Xiao Ming are experienced professionals in the renewable energy and electronic materials sectors, respectively, and their leadership is expected to complement Jinzhikeji's existing business [4][5]. Group 3: Business and Industry Context - Jinzhikeji, established in 1995 and listed in 2006, focuses on smart energy and smart city sectors, providing solutions in renewable energy and low-carbon initiatives [4][5]. - Zhao Dan has a strong background in the solar energy industry, having founded Jiangxi Ruijing Solar Technology and achieved significant technological advancements [5][6]. - Xiao Ming's company, Ganzhou Yanchuang Electronic Technology, has made strides in domestic production of dielectric ceramic materials, which aligns with Jinzhikeji's needs in electronic materials for smart energy solutions [6].

Group 1: Market Overview - Investors are awaiting earnings reports from major tech companies like Google and Tesla, while digesting tariff-related news, leading to a decline in semiconductor and AI sectors, which ended the Nasdaq's seven-day rally [1] - The S&P 500 index rose by 0.06%, and the Dow Jones increased by 0.40%, while the Nasdaq fell by 0.39% [2] - Nvidia dropped over 2.5%, while Google A shares rose by 0.65%, marking the longest consecutive rise since the end of 2010 [2] Group 2: Commodity and Currency Movements - U.S. Treasury yields fell across the board, with the 10-year yield dropping nearly 3 basis points [3] - The U.S. dollar experienced a three-day decline, decreasing by nearly 0.5% [3] - Gold prices surged over 1%, reaching $3,400, marking a one-month high [4] Group 3: Sector Developments - The global first Tesla restaurant opened, featuring "Cybertruck" and humanoid robots for food delivery, with some customers waiting 13 hours [6] - The UK approved a £38 billion project for the Sizewell C nuclear power station [7] - OpenAI announced a partnership with Oracle to expand a 4.5 GW data center, accelerating AI infrastructure [8] Group 4: Investment Trends - The State-owned Assets Supervision and Administration Commission emphasized the role of state-owned enterprises in supporting high-quality development in Tibet, focusing on infrastructure investment [11] - A report indicated that the lithium carbonate futures rose over 2.7%, with a 13% increase over the past seven trading days, driven by regulatory actions in lithium resource production [15] - The Hainan Free Trade Port is expected to release positive policy signals regarding its construction and operation, which could significantly boost the regional economy [16] Group 5: Aging Population and Healthcare - The National Health Commission released a plan to promote integrated medical and elderly care services, responding to the growing demand for elderly health services [17] - The elderly population in China is projected to exceed 300 million by 2025, with the market size for elderly care expected to grow to ¥16.1 trillion, reflecting a growth rate of over 15% [17]

Core Viewpoint - Several companies have announced significant investments, acquisitions, and strategic partnerships, indicating a trend of expansion and diversification in various sectors, including technology, energy, and manufacturing [3][4][15][26]. Group 1: Investments and Acquisitions - Guizhou Moutai plans to establish a research institute with its controlling shareholder, contributing a total of 10 billion yuan in registered capital, with Moutai contributing 4.9 billion yuan for a 49% stake [3]. - GoerTek intends to acquire 100% of Hong Kong Mia and Changhong Limited for approximately 104 billion HKD (around 95 billion yuan), enhancing its capabilities in precision metal components [4][5]. - China Nuclear Power is set to invest 1 billion yuan in China Fusion Energy Company, aiming to strategically position itself in the nuclear fusion energy sector [15]. - Hunan YN plans to invest approximately 9.5 billion yuan in a lithium battery cathode material project in Malaysia, enhancing its market presence in Southeast Asia [16]. - Tianrun Industrial proposes to acquire 100% of Shandong Altai for 135 million yuan, focusing on automotive lightweight components [18]. - Kema Technology aims to purchase 73% of Suzhou Kaixin Semiconductor for 102 million yuan, expanding its product offerings in silicon carbide materials [24]. Group 2: Project Developments - Sichuan Chengyu is part of a consortium that has been pre-selected for the G5 Jingkun Expressway expansion project, with an estimated total investment of 285.48 billion yuan, where the company plans to contribute approximately 49.02 billion yuan [8]. - Zhejiang Fu Holdings' subsidiary is involved in the research and development of large-scale hydropower generator sets, with a focus on the Yarlung Tsangpo River downstream hydropower project [6]. Group 3: Financial Performance - Anfu Technology reported a net profit of 107 million yuan for the first half of 2025, marking a 14.38% increase year-on-year, driven by overseas alkaline battery business expansion [26]. - Jieput's net profit is expected to increase by 57.03% to 82.6% in the first half of 2025, benefiting from rising global laser demand [27]. - Microelectrophysiology anticipates a net profit increase of 76.34% to 105.73% for the same period, attributed to successful product launches in the cardiac electrophysiology field [29]. - Jiangling Motors reported a net profit of 733 million yuan for the first half of 2025, a decline of 18.17% year-on-year, despite a slight revenue increase [30].

Group 1 - Guizhou Moutai announced an investment of 490 million yuan to establish the Guizhou Moutai Distillery (Group) Science and Technology Research Institute, with a focus on integrating research resources and enhancing core competitiveness in the liquor industry [1] - China Nuclear Power plans to invest 1 billion yuan in China Fusion Energy Co., which is a wholly-owned subsidiary of China National Nuclear Corporation, as part of a larger investment round totaling approximately 11.49 billion yuan [2] - Zhejiang Energy Power intends to invest 751 million yuan for a 5% stake in China Fusion Energy Co., joining other investors in a significant funding round aimed at advancing nuclear fusion technology [3] Group 2 - Guangsheng Nonferrous Metals announced that its wholly-owned subsidiary plans to publicly transfer a 3% stake in Guangdong Pearl River Rare Earth Co. for no less than 5.9764 million yuan, expecting to generate approximately 558,800 yuan in investment income [4] - Jinzhi Technology's controlling shareholder will change to Nanjing Zhidi, with a transfer of 64.1324 million shares, representing 16.01% of the total share capital [5] - Guangdian Measurement plans to raise up to 1.3 billion yuan through a private placement to fund various technology projects, including a new generation AI chip testing platform [6] Group 3 - Guanghe Technology is set to invest 30 million yuan to establish a venture capital fund focused on emerging industries, including humanoid robots and AI applications [7] - Geer Software intends to acquire over 51% of Weipin Zhiyuan, a leading digital transformation service provider, as part of its strategy to enhance its capabilities in data intelligence [9] - Goer Technology plans to acquire 100% of the shares of Hong Kong Lianfeng's subsidiaries for approximately 10.4 billion HKD, which have significant expertise in precision component manufacturing [10] Group 4 - Guoguang Electric announced that its director and general manager has been placed under detention, but the company maintains normal operations and control [11]

Core Points - Jiangsu Jinzhikeji Co., Ltd. is undergoing a change in control as its controlling shareholder, Jiangsu Jinzhigroup Co., Ltd., has signed a share transfer agreement to transfer 64,132,389 shares, representing 16.01% of the total share capital, to Nanjing Zhidi and Zhejiang Zhiyong [1][2][23] - After the completion of the share transfer, Nanjing Zhidi will become the controlling shareholder, with Zhao Dan and Xiao Ming as the actual controllers of the company [2][23] Summary by Sections Overview of the Situation - Jiangsu Jinzhigroup plans to transfer 64,132,389 shares, which is 16.01% of the total share capital, to Nanjing Zhidi and Zhejiang Zhiyong [1][2] - The share transfer includes 36,372,398 shares (9.08%) to Nanjing Zhidi and 27,759,991 shares (6.93%) to Zhejiang Zhiyong [6][23] Changes in Shareholding Structure - Before the transaction, Jinzhigroup held 80,252,460 shares (20.03%); after the transfer, it will hold 1,612,007 shares (4.02%) [2][3] - Nanjing Zhidi will hold 36,372,398 shares (9.08%) and Zhejiang Zhiyong will hold 27,759,991 shares (6.93%) after the transfer [2][3] Parties Involved - The transferor is Jiangsu Jinzhigroup Co., Ltd., and the transferees are Nanjing Zhidi and Zhejiang Zhiyong [5][6] - Nanjing Zhidi is a limited partnership with a registered capital of 20 million yuan, while Zhejiang Zhiyong has a registered capital of 33.5 million yuan [4][5] Agreements and Control - Nanjing Zhidi and Zhejiang Zhiyong have signed a concerted action agreement, establishing them as concerted actors [2][4] - Zhao Dan and Xiao Ming have also signed a joint control agreement, ensuring they will jointly control the operations of Nanjing Zhidi [2][4] Impact on Company Operations - The change in control is not expected to adversely affect the company's normal operations or harm the interests of the company and minority shareholders [23][24] - The transaction complies with relevant regulations and does not violate any commitments [23][24]

证券代码：002090 证券简称：金智科技 公告编号：2025-027 江苏金智科技股份有限公司 关于筹划公司控制权变更事项的进展暨复牌公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 1 江苏金智科技股份有限公司（以下简称"公司"）股票（证券简称：金智科 技，股票代码：002090）自2025年7月23日（星期三）开市起复牌。 一、停牌事项概述 公司此前收到公司控股股东江苏金智集团有限公司（以下简称"金智集团"） 的通知，其正在筹划股份转让事项，该事项可能导致公司控制权发生变更。 鉴于上述事项尚存在不确定性，为保证信息披露公平，避免公司股价异常波 动， 维护广大投资者利益，根据《深圳证券交易所股票上市规则》及《深圳证券 交易所上市公司自律监管指引第6号——停复牌》的规定，经公司向深圳证券交易 所申请， 公司股票（证券简称：金智科技，证券代码：002090）自2025年7月21日 （星期一）开市起停牌。具体内容详见公司于2025年7月21日刊登在巨潮资讯网 （http://www.cninfo.com.cn）和2025年7月22日刊登在《证券时报》 ...