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 ...

金融界消息 截至2025年8月25日收盘，慈星股份（300307）报收于8.13元，上涨0.49%，换手率3.73%， 成交量29.14万手，成交金额2.37亿元。 资金流向方面，今日主力资金净流出1437.27万元，占比成交额6.07%。其中，超大单净流入126.85万 元、占成交额0.54%，大单净流出1564.11万元、占成交额6.61%，中单净流出流入832.05万元、占成交 额3.52%，小单净流入605.21万元、占成交额2.56%。 通过天眼查大数据分析，宁波慈星股份有限公司共对外投资了27家企业，参与招投标项目55次，知识产 权方面有商标信息78条，专利信息1101条，此外企业还拥有行政许可9个。 慈星股份最新一期业绩显示，截至2025一季报，公司营业总收入6.08亿元、同比增长2.73%，归属净利 润7610.96万元，同比减少66.46%，扣非净利润6771.86万元，同比增长21.67%，流动比率1.913、速动比 率1.087、资产负债率34.18%。 天眼查商业履历信息显示，宁波慈星股份有限公司，成立于2003年，位于宁波市，是一家以从事计算 机、通信和其他电子设备制造业为主的企业。 ...

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 ...

Group 1 - The company held a sales meeting in Sichuan to summarize its overall development in the first half of 2025, discussing achievements and shortcomings in market expansion, product development, and team building [2] - The meeting reviewed sales performance across regions, product lines, and agents, analyzing market trends, competitive landscape changes, and channel dynamics to outline core sales strategies and goals for the second half of the year [2] - The company reported a total revenue of 608 million yuan in Q1, representing a quarter-on-quarter growth of 40.19%, and a net profit attributable to shareholders of 76.11 million yuan, with a quarter-on-quarter growth of 395.62% [2] Group 2 - The computer flat knitting machine industry is facing both resilience and pressure, with a slowdown in order volume due to tariff policies and end-consumer demand [3] - The industry is experiencing intensified homogenization competition, leading to compressed profit margins and a deep adjustment in the development pattern [3] - The company is actively exploring diversification to create a second growth curve, despite two failed attempts at restructuring this year, which did not significantly impact its current operations [3] - The company aims to transform and upgrade its production capabilities to mitigate cyclical performance fluctuations and break through industry development bottlenecks [3]