Group 1 - The company reported a revenue of 1.106 billion yuan for the first half of 2025, representing a year-on-year decrease of 13.43% [1] - The net profit for the same period was 106 million yuan, showing a significant year-on-year decline of 62.83% [1]

宁波慈星股份有限公司 2025 年半年度报告全文 宁波慈星股份有限公司 2025 年半年度报告 2025-046 2025 年 8 月 1 宁波慈星股份有限公司 2025 年半年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容 的真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担 个别和连带的法律责任。 公司负责人孙平范、主管会计工作负责人邹锦洲及会计机构负责人(会计 主管人员)董云燕声明：保证本半年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本次半年报的董事会会议。 本公司提请投资者认真阅读本半年度报告全文，并特别关注"第三节管理 层讨论与分析"之"十、公司面临的风险和应对措施"中列示的公司未来发 展面临的风险因素。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | | | | 第二节 | 公司简介和主要财务指标 6 | | | --- | --- | --- | | 第三节 | 管理层讨论与分析 9 | | | 第四节 | 公司治理、环境和社会 17 | | | 第五节 | 重要事项 | 20 | | 第六 ...

Core Insights - The stock price of Cixing Co., Ltd. (300307) closed at 8.13 yuan on August 25, 2025, with a slight increase of 0.49% and a trading volume of 291,400 hands, amounting to 237 million yuan in transaction value [1] Financial Performance - For Q1 2025, Cixing reported total revenue of 608 million yuan, reflecting a year-on-year growth of 2.73% - The net profit attributable to shareholders was 76.11 million yuan, a significant decrease of 66.46% year-on-year - The non-recurring net profit was 67.72 million yuan, showing a year-on-year increase of 21.67% - The current ratio stood at 1.913, the quick ratio at 1.087, and the debt-to-asset ratio at 34.18% [1] Capital Flow - On the trading day, the net outflow of main funds was 14.37 million yuan, accounting for 6.07% of the transaction value - Large orders experienced a net outflow of 15.64 million yuan, representing 6.61% of the transaction value, while small orders saw a net inflow of 605,210 yuan, or 2.56% of the transaction value [1] Company Overview - Cixing Co., Ltd. was established in 2003 and is located in Ningbo, primarily engaged in the manufacturing of computers, communications, and other electronic devices - The company has a registered capital of 7.94 billion yuan, which is also the paid-in capital [1] - Cixing has made investments in 27 companies and participated in 55 bidding projects, holding 78 trademark registrations and 1,101 patents, along with 9 administrative licenses [2]

Group 1 - The company announced the termination of the acquisition of 75% of Shunyi Technology due to failure to reach consensus on key commercial terms [1] - The company aims to continue advancing its operational management and enhancing performance while safeguarding shareholder interests [1] - In 2024, the company's knitting machine business generated revenue of 1.934 billion, a year-on-year increase of 15.22%, accounting for 87.19% of total revenue [1] Group 2 - The company sold 36,838 knitting machines, representing a year-on-year growth of 26.41%, with an overall market share of approximately 28% [1] - The company is focusing on the application and industrialization of robotics in the textile and apparel sector, currently researching humanoid robot electronic skin and smart wearable clothing technologies [2] - Although the termination of the acquisition may impact the company's cross-industry expansion plans in the short term, it will continue to leverage its technological accumulation and market advantages in the knitting machinery sector for steady progress [2]

Core Viewpoint - Cixing Co., Ltd. has faced two failed acquisitions within three months, indicating challenges in its strategic expansion efforts and underlying issues in its core business [2][3][4]. Acquisition Attempts - The company announced the termination of its acquisition of 75% of Shenyang Shunyi Technology Co., Ltd. due to failure to reach agreement on certain commercial terms [3]. - This marks the second significant asset restructuring failure in 2023, following the unsuccessful attempt to acquire Wuhan Minsong Technology Co., Ltd. in February [2][3]. - Both targeted companies had plans for independent IPOs, with Wuhan Minsong having an IPO plan since 2021 and Shunyi Technology starting its listing guidance in May 2024 [3]. Financial Performance - Cixing Co., Ltd. reported a significant decline in net profit, with a 66% year-on-year drop in Q1 2025, amounting to approximately 76.11 million yuan [5]. - The company's revenue for 2024 was about 2.218 billion yuan, with over 1.9 billion yuan (86%) coming from its computer knitting machine business [4]. - The overall revenue growth has slowed, with Q1 2025 revenue at approximately 608 million yuan, reflecting a modest increase of 2.73% year-on-year [5]. Industry Challenges - The computer knitting machine industry is experiencing cyclical downturns, with a typical product lifecycle of 5 to 8 years, leading to reduced market demand [4]. - Increased competition and pressure on profit margins are evident, as noted by the company's secretary, who mentioned that downstream orders are facing short-term stagnation due to tariff policies and consumer demand [5]. Historical Context - Cixing Co., Ltd. has a history of high-premium acquisitions since 2014, many of which have not yielded the expected returns and have resulted in significant goodwill impairments [2][6]. - Previous acquisitions, such as those of YouTou Technology and Duoyi Le, were made at high premiums but led to disappointing financial performance shortly after the acquisition periods ended [6].

Group 1 - The company has terminated its acquisition of Shenyang Shunyi Technology Co., Ltd. for 75% equity, marking its second failed major asset restructuring this year [1][2] - The first failed acquisition was of Wuhan Minsong Technology Co., Ltd., which was also due to disagreements on transaction terms [3] - Both targeted companies had plans for independent IPOs, indicating their previous market ambitions [3] Group 2 - The company's core business, computer knitting machines, is facing cyclical challenges, with a significant 66% year-on-year drop in net profit for Q1 2025 [1][4] - In 2024, the company reported approximately 2.218 billion yuan in revenue, with over 1.9 billion yuan (86%) coming from its knitting machine business [4] - The industry is experiencing a slowdown in growth, with Q1 2025 revenue growth at only 2.73% and net profit declining by 66.46% [4] Group 3 - The company has a history of high-premium acquisitions that have not yielded expected returns, leading to significant goodwill impairments [1][5][7] - Previous acquisitions, such as the 1.4 billion yuan purchase of a 35% stake in Beifang Guangwei Technology Co., Ltd., have also resulted in losses and complications [5][6] - The company has faced challenges with multiple acquisitions since 2014, including high premium purchases that led to severe financial losses shortly after [7]

会议召开时间：2025 年 8 月 6 日（星期三）15:00-16:00 证券代码：300307 证券简称：慈星股份 公告编号:2025-042 宁波慈星股份有限公司 关于召开终止发行股份及支付现金购买资产并募集配套资金 事项投资者说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 宁波慈星股份有限公司（以下简称"公司"）于 2025 年 8 月 1 日分别召开第 五届董事会第十七次会议和第五届监事会第十七次会议，审议通过了《关于公司终 止发行股份及支付现金购买资产并募集配套资金事项的议案》，同意公司终止本次 发行股份及支付现金购买资产并募集配套资金事项。具体内容详见公司同日在巨潮 资讯网披露的《关于公司终止发行股份及支付现金购买资产并募集配套资金事项的 公告》（公告编号：2025-041）。 为加强与投资者的沟通和交流，根据深圳证券交易所的相关规定，公司决定于 产并募集配套资金事项投资者说明会（以下简称"说明会"），就终止本次交易的 相关情况与投资者进行互动交流和沟通。说明会具体安排如下： 一、说明会召开的时间、地点和方式 宁波慈星股份有限公司 ...

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 meeting held by Cixing Co., Ltd. aimed to express gratitude to national agents for their hard work and contributions while discussing future development plans [1][3] - Chairman Sun Pingfan summarized the company's overall development in the first half of 2025, highlighting achievements and areas for improvement in market expansion, product development, and team building [3][5] - The sales department presented a detailed review of the semi-annual sales performance across regions and product lines, analyzing market trends and competitive dynamics to outline core sales strategies for the second half of the year [5][7] Group 2 - A discussion session was organized for agents to address market product demands, marketing challenges, and after-sales service issues, fostering effective communication and collaboration [7] - The company arranged a cultural experience tour at the Langjiu winery, enhancing the relationship among agents through wine tasting and team-building activities [7][8] - The event concluded with a celebratory hot pot dinner in Chengdu, symbolizing the company's commitment to its partners and the shared goal of achieving greater success in the second half of the year [8] Group 3 - Cixing Co., Ltd. focuses on enhancing knitting machinery technology, promoting knitting process advancements, and achieving intelligent upgrades in the knitting industry, supported by strong R&D capabilities [8] - The company has established two R&D centers in China and Switzerland, forming an innovation mechanism that emphasizes independent research and development [8] - Cixing Co., Ltd. has received numerous honors, including the National Science and Technology Progress Award (second prize) and recognition as a "Made in China 2025" demonstration enterprise [8]

证券代码：300307 证券简称：慈星股份 公告编号:2025-042 宁波慈星股份有限公司 关于召开终止发行股份及支付现金购买资产并募集配套资金 事项投资者说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 二、参加人员 董事长、总经理 孙平范，董事会秘书 杨雪兰，财务总监 邹锦洲，标的公司 代表 李砚铎 ，独立财务顾问主办人 王水兵（如遇特殊情况，参会人员可能进行 调整）。 三、投资者参加方式 投资者可于 2025 年 8 月 6 日 （ 星 期 三 ） 15:00-16:00 通过网址 宁波慈星股份有限公司（以下简称"公司"）于 2025 年 8 月 1 日分别召开第 五届董事会第十七次会议和第五届监事会第十七次会议，审议通过了《关于公司终 止发行股份及支付现金购买资产并募集配套资金事项的议案》，同意公司终止本次 发行股份及支付现金购买资产并募集配套资金事项。具体内容详见公司同日在巨潮 资讯网披露的《关于公司终止发行股份及支付现金购买资产并募集配套资金事项的 ...