Core Points - The company, Dongtu Technology (300353), announced on October 23 that it is planning to issue shares to acquire assets and will disclose the transaction plan within 10 trading days, by November 4, 2025 [1] - If the company fails to hold a board meeting and disclose the transaction plan by the specified deadline, its securities will resume trading on November 4, 2025, and the asset acquisition plan will be terminated [1] Summary by Categories - **Company Actions** - Dongtu Technology is preparing to issue shares for asset acquisition and will provide details of the transaction plan by November 4, 2025 [1] - The company is required to comply with the disclosure requirements as per the relevant regulations for major asset restructuring [1] - **Regulatory Compliance** - The disclosure will adhere to the guidelines set forth in the "Guidelines for the Disclosure of Information by Companies Issuing Securities" [1] - Failure to meet the deadline will result in the termination of the asset acquisition plan and resumption of trading [1]

证券代码：300353 证券简称：东土科技 公告编码：2025-099 北京东土科技股份有限公司 经参会董事认真审议，以通讯表决的方式审议通过如下议案： （一）审议通过《北京东土科技股份有限公司2025年第三季度报告》 全体董事认为：公司董事会编制的《北京东土科技股份有限公司2025年第三 季度报告》符合法律、行政法规和中国证监会的规定，报告内容真实、准确、完 整地反映了公司实际情况，不存在任何虚假记载、误导性陈述或重大遗漏。 具体内容详见同日披露于中国证监会创业板指定信息披露网站的《北京东土 科技股份有限公司2025年第三季度报告》。 表决结果：同意票数为 7 票，反对票数为 0 票，弃权票数为 0 票，本项 议案获得表决通过。 第七届董事会第十三次会议决议公告 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。 一、会议召开情况 北京东土科技股份有限公司（以下简称"东土科技"或"公司"）于2025年10月 22日以通讯表决方式召开了第七届董事会第十三次会议。本次会议为董事会临时 会议，由李平董事长提议召开。会议通知于2025年10月20日以电子邮件方式发出。 ...

Core Insights - Dongtu Technology reported a third-quarter revenue of 111 million yuan, a year-on-year decline of 24.80% [1] - The net profit for the third quarter was a loss of 59.496 million yuan, representing a decrease of 4.11% [1] - For the first three quarters, the total revenue was 501 million yuan, down 11.72% year-on-year [1] - The net profit for the first three quarters showed a loss of 148 million yuan, but this was an improvement of 1.32% compared to the previous year [1]

Financial Performance - The company's operating revenue for Q3 2025 was ¥110,770,440.86, a decrease of 24.80% compared to the same period last year[5] - The net profit attributable to shareholders for Q3 2025 was -¥59,495,969.68, a decline of 4.11% year-on-year[5] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -¥64,858,264.26, down 23.73% from the previous year[5] - For the first nine months of 2025, the company reported a total revenue of ¥501,108,561.98, which is an 11.72% decrease year-on-year[5] - The basic earnings per share for Q3 2025 was -¥0.10, reflecting an 11.11% decrease compared to the same period last year[5] - Net profit for the current period was a loss of ¥151,716,045.87, compared to a loss of ¥154,991,618.69 in the previous period, showing a slight improvement[28] - The total comprehensive income for the current period was a loss of ¥150,219,161.89, slightly better than the loss of ¥155,020,305.18 in the previous period[29] Cash Flow and Liquidity - The company reported a net cash flow from operating activities of -¥208,827,114.08 for the first nine months of 2025, a decrease of 18.89%[5] - The net cash flow from operating activities was -$208.83 million, compared to -$175.65 million in the previous period, indicating a decline in operational cash generation[32] - The net increase in cash and cash equivalents was $92.99 million, contrasting with a decrease of $239.68 million in the previous period[33] - The ending balance of cash and cash equivalents stood at $614.72 million, compared to $541.22 million at the end of the previous period, indicating a stronger liquidity position[33] - Cash received from investment recoveries was $501.99 million, a notable increase from $269.23 million, highlighting effective asset management[32] Assets and Liabilities - Total assets as of September 30, 2025, were ¥3,954,702,357.35, representing a 1.65% increase from the end of the previous year[5] - Total liabilities increased to ¥1,861,034,073.03, up from ¥1,657,567,993.03 in the previous period, reflecting a growth of 12.3%[26] - Total equity decreased to ¥2,093,668,284.32 from ¥2,232,805,501.64, indicating a decline of 6.2%[26] - Total current assets amount to 2,104,498,174.44 CNY, an increase from 2,079,228,025.19 CNY at the beginning of the period[24][25] - Total non-current assets amount to 1,850,204,182.91 CNY, an increase from 1,811,145,469.48 CNY[24][25] Expenses and Cost Management - The company’s R&D expenses were ¥132,328,836.76, down 22.7% from ¥171,154,282.50 in the previous period, indicating a focus on cost management[28] - The company's management expenses decreased by 5.46% year-on-year, while sales expenses fell by 8.78%[11] - Total operating costs decreased to ¥665,842,154.78, down 11.1% from ¥749,216,805.04 in the previous period[27] Investments and Financing - Investment income increased by 27.029 million, a 414% year-on-year increase, primarily due to dividends received from associated companies[16] - Cash inflow from financing activities included $956.45 million in borrowings, up from $449.72 million, indicating a reliance on debt financing[32] - A subsidiary received a capital increase of 280 million CNY from a strategic investor, Kunlun Beigong Green Venture Capital Fund, on August 19, 2025[23] Other Financial Metrics - Other comprehensive income for the current period was ¥1,496,883.98, compared to a loss of ¥28,686.49 in the previous period, showing a positive turnaround[29] - The company reported a fair value loss of 20.2534 million, a 174% year-on-year decrease, reflecting a decline in the fair value of shares held after receiving dividends[14] - The total number of restricted shares at the end of the period is 76,476,009 shares, with 1,125,000 shares released during the period and 1,658,175 shares added[20] - The company plans to implement a stock option incentive plan in 2025, granting a total of 6,666,700 stock options, with an exercise price of 15.00 CNY per option[21][22] Strategic Changes - Long-term borrowings increased by 66.9 million, a 100% year-on-year increase, as the company optimized its debt structure by replacing some short-term borrowings with long-term borrowings[14] - Long-term payables increased by 311.2903 million, a 479% year-on-year increase, due to obligations related to future cash outflows from introducing external strategic investors[14] Audit and Investor Confidence - The company’s third-quarter financial report was not audited, which may impact investor confidence in the reported figures[34]

Core Viewpoint - Dongtu Technology is planning to acquire 100% equity of Gaoweike through a combination of share issuance and cash payment, amidst Gaoweike's history of failed IPO attempts and Dongtu's significant goodwill impairment [3][4][5][8]. Group 1: Acquisition Details - Dongtu Technology announced a suspension of trading on October 21, 2023, to prepare for the acquisition of Gaoweike [3]. - The acquisition will involve issuing shares and cash payments, with the transaction expected to be disclosed within 10 trading days [4]. - Gaoweike has attempted to go public three times over the past decade but has failed each time, with the last attempt resulting in a withdrawal of its IPO application in September 2024 [5][7]. Group 2: Financial Performance - As of June 2023, Gaoweike reported a net asset value of 646 million yuan, with revenues of 1.524 billion yuan and a net profit of 57.21 million yuan for 2022 [7][12]. - In contrast, Dongtu Technology reported a net asset value of approximately 2.146 billion yuan and a cash balance of 421 million yuan as of June 2025 [7]. - Dongtu Technology has faced significant losses, with a net profit of -1.1 billion yuan in 2022 and -1.22 billion yuan in the first half of 2023 [11][12]. Group 3: Goodwill Impairment - Dongtu Technology has a goodwill balance of 1.269 billion yuan, with 91.4% already impaired, primarily concentrated in three subsidiaries [8][9]. - The company has faced challenges in meeting performance commitments related to previous acquisitions, leading to substantial goodwill write-downs [9]. Group 4: Stock Incentive Plan - Dongtu Technology has proposed a stock incentive plan with performance targets for 2025 and 2026, aiming for a net profit of 50 million yuan in 2025 [10][11]. - The plan includes granting stock options at a price of 15 yuan per share, with the company's stock trading at 24.27 yuan prior to the acquisition announcement [10].

Core Viewpoint - Dongtu Technology Co., Ltd. is planning to acquire 100% equity of Beijing Gaoweike Electric Technology Co., Ltd. through a combination of issuing shares and cash payment, with the transaction still in the planning stage and subject to significant uncertainty [1] Group 1: Company Actions - Dongtu Technology has announced a stock suspension starting from October 21, 2025, to protect investor interests due to the ongoing asset acquisition planning [1] - The company is expected to disclose the transaction plan for the share issuance and asset purchase within 10 trading days, by November 4 [1] - If the board does not meet to review and disclose the transaction plan by the deadline, the stock will resume trading on November 4 and the company will terminate the acquisition planning [1] Group 2: Financial Implications - The acquisition involves raising matching funds alongside the share issuance for the purchase of Gaoweike [1] - The company has committed to not planning any major asset restructuring for at least one month following the disclosure of the relevant announcement [1]

Group 1 - Sanfu Co., Ltd. (603938.SH) reported that the revenue from storage chips accounts for less than 1% of its total operating income [1] - Ningde Times (300750.SZ) achieved a net profit of 18.549 billion yuan in the third quarter, representing a year-on-year growth of 41.21% [1] - China Shipbuilding (600150.SH) expects a year-on-year increase of 104.30% in net profit for the first three quarters, reaching 12.639 billion yuan [2] - iFlytek (002230.SZ) reported a year-on-year growth of 202.4% in net profit for the third quarter [2] Group 2 - Yucai Resources (002998.SZ) plans to invest 150 million yuan in the construction of a composite new materials production base project [1] - Dashi Intelligent (002421.SZ) won a smart transportation project contract worth 96 million yuan [1] - GQY Vision (300076.SZ) is acquiring 70% of Taihen Optoelectronics [1] - Dongtu Technology (300353.SZ) intends to purchase 100% of Gaoweike's equity and raise matching funds, leading to a stock suspension [1] - Changhong Huayi (000404.SZ) has repurchased 1.03% of its shares [1] - Junsheng Electronics (600699.SH) has a subsidiary that recently secured a project for automotive intelligent electrification [2] - Jinxinno (300252.SZ) plans to raise no more than 292 million yuan through a private placement for the expansion of data center high-speed interconnection products [2]

Group 1 - Beijing Gaoweike Electric Technology Co., Ltd. (Gaoweike) has shifted its focus from pursuing an IPO to a reverse merger after failing three times to go public [1][2] - Dongtu Technology (300353) announced plans to acquire 100% of Gaoweike's shares through a combination of issuing shares and cash payments, with stock trading suspended starting October 21 [1][2] - Dongtu Technology is expected to disclose the asset purchase plan within 10 trading days, by November 4, 2023, or face a resumption of trading and termination of the acquisition plan [1] Group 2 - Gaoweike, established on February 21, 2001, specializes in industrial automation products, system development, software development, system integration, OEM support, and automation control engineering contracting [2] - Gaoweike has made three attempts to go public, with the first application submitted in 2011, which was rejected in 2012, followed by a withdrawal in 2018, and a recent attempt in 2022 that was approved but later withdrawn in September 2024 [2] - On October 20, Dongtu Technology's stock rose by 1.08% to 24.27 yuan per share, with a total market capitalization of 14.92 billion yuan [2]

Core Viewpoint - Dongtu Technology announced plans to acquire 100% equity of Beijing Gaoweike Electric Technology through share issuance, with stock suspension expected to last no more than 10 trading days [1] Group 1: Acquisition Details - The acquisition target, Gaoweike, operates in a wide range of areas including technology development, consulting, and sales of industrial automation control systems, serving as a key agent for major manufacturers like Mitsubishi, Schneider, SMC, Siemens, and ABB in China [1] - The transaction involves 43 shareholders, including actual controllers Zhang Xun and Liu Xinping [1] Group 2: Previous IPO Attempts - Gaoweike has attempted to go public three times, all of which were unsuccessful, with the latest attempt being a withdrawal of its application in September 2024 after passing the review in September 2023 [1][2] - The company faced multiple inquiries from the Shenzhen Stock Exchange regarding its shareholder structure and financial practices during its IPO attempts [2] Group 3: Financial Performance - From 2019 to the first half of 2023, Gaoweike reported revenue of 1.107 billion, 1.315 billion, 1.635 billion, 1.524 billion, and 739 million respectively, with net profits of 18.15 million, 37.05 million, 47.28 million, 58.60 million, and 31.04 million [2] - The company has shown consistent revenue and net profit growth over the past few years [2] Group 4: Supplier Concentration - Gaoweike's procurement is highly concentrated, with the top five suppliers accounting for 78.13%, 78.09%, and 78.89% of total purchases from 2020 to 2022 [2] Group 5: Accounts Receivable Risks - The company has a risk of bad debts in accounts receivable, with values of 315 million, 398 million, and 426 million from 2020 to 2022, representing 35.57%, 39.63%, and 37.53% of current assets respectively [3] - Bad debt provisions for accounts receivable were 51.78 million, 60.84 million, and 64.91 million, accounting for 14.12%, 13.25%, and 13.23% of the respective balances [3] Group 6: Dongtu Technology's Performance - In the first half of the year, Dongtu Technology reported revenue of 390 million, a year-on-year decrease of 7%, while net profit showed a loss of 88.80 million, indicating a reduction in losses compared to the previous year [4]

Core Viewpoint - Dongtu Technology (300353) announced plans to acquire 100% equity of Beijing Gaoweike Electric Technology Co., Ltd. through a combination of issuing shares and cash payment, with the transaction still in the planning stage and subject to uncertainties [1][2] Group 1: Transaction Details - The acquisition involves issuing shares and cash to purchase 100% equity of Gaoweike, with the company also planning to raise matching funds [1] - A cooperation intention agreement was signed on October 20, 2025, between Dongtu Technology and Gaoweike's shareholders, including Zhang Xun and Liu Xinping, among a total of 43 shareholders [1] - The final list of transaction counterparties will be disclosed in future announcements related to the restructuring plan [1] Group 2: Company Information - Gaoweike was established on February 21, 2001, with a registered capital of 103.4 million RMB and operates in the field of industrial automation [2] - The company has attempted to go public three times over the past 14 years but has faced multiple setbacks, including failed IPO applications in 2011, 2015, and a withdrawal of its application in 2024 after receiving approval in September 2023 [3] Group 3: Dongtu Technology's Business Performance - Dongtu Technology specializes in the research, production, and sales of core hardware and software technologies for industrial internet, with main products including industrial operating systems and intelligent controllers [3] - In the latest financial report for the first half of 2025, Dongtu Technology reported revenue of 390 million RMB, a year-on-year decrease of 7.13%, and a reduced net loss of 88.8 million RMB compared to a loss of 93.13 million RMB in the same period last year [3] - The company's operating cash flow net amount was -160 million RMB, down 58.23% year-on-year [3]