Core Viewpoint - The company, Xinchen Technology, has been involved in China's manned space program since 2008, providing support for the CZ-2F rocket launch system and technical assistance since the Shenzhou 7 mission [1] Group 1 - The company has been a key contractor for the manned space program, contributing to the development and deployment of ground systems for rocket launches [1] - Xinchen Technology aims to leverage its expertise in network, security, cloud platforms, storage, and data to continue supporting the national space endeavors [1]

答：您好，公司自筹划本次重大资产重组以来，积极推进 本次交易，鉴于交易各方在对本次交易进行充分协商和谈判 后，未就交易核心条款达成一致，经公司与交易对方友好协商、 审慎研判后，公司决定终止本次发行股份及支付现金购买资产 事宜。公司未来将继续围绕战略发展规划积极寻求更好的发展 机会，有效提升公司经营业绩，切实维护广大股东利益。感谢 您的关注。 证券代码：300542 证券简称：新晨科技 新晨科技股份有限公司 投资者关系活动记录表 编号：2025-003 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系 | □媒体采访 □业绩说明会 | | | □新闻发布会 □路演活动 | | 活动类别 | □现场参观☑其他（终止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事项的投资者说明会） | | 参与单位名称及 | 线上参与公司终止发行股份及支付现金购买资产并募集配套 | | 人员姓名 | 资金暨关联交易事项的投资者说明会的全体投资者 | | 时间 | 2025 年 8 月 12 日 | | 地点 | 公司会议室、全景网"投资者关系互动平台" | | | （http: ...

金融界消息 截至2025年8月12日收盘，新晨科技（300542）报收于20.91元，下跌5.56%，换手率 7.03%，成交量17.32万手，成交金额3.58亿元。 资金流向方面，今日主力资金净流出1645.08万元，占比成交额4.6%。其中，超大单净流出283.34万 元、占成交额0.79%，大单净流出1361.73万元、占成交额3.81%，中单净流出流入163.35万元、占成交 额0.46%，小单净流入1481.73万元、占成交额4.14%。 新晨科技最新一期业绩显示，截至2025一季报，公司营业总收入1.24亿元、同比减少35.03%，归属净利 润626.33万元，同比增长52.57%，扣非净利润702.73万元，同比增长48.83%，流动比率1.465、速动比率 1.101、资产负债率54.94%。 天眼查商业履历信息显示，新晨科技股份有限公司，成立于1998年，位于北京市，是一家以从事科技推 广和应用服务业为主的企业。企业注册资本29855.9899万人民币，实缴资本29855.9899万人民币。公司 法定代表人为康路。 通过天眼查大数据分析，新晨科技股份有限公司共对外投资了9家企业，参与招投标项 ...

Core Viewpoint - Xinchen Technology has decided to terminate the issuance of shares and cash payment for the acquisition of assets and related fundraising due to a lack of consensus on core transaction terms among the parties involved [1][8]. Group 1: Transaction Details - The company planned to acquire 96.9628% of Beijing Tianyi Enhua Technology Co., Ltd. through a combination of share issuance and cash payment, making Tianyi Enhua a controlling subsidiary post-transaction [1][2]. - The transaction involved issuing shares to no more than 35 specific investors to raise supporting funds [1][6]. - The share issuance price was set to be no less than 80% of the average trading price over the previous 20 trading days, which amounted to 15.16 yuan per share [6][7]. Group 2: Financial Performance - Tianyi Enhua's revenue from 2022 to the first nine months of 2024 was reported as 510.40 million yuan, 600.35 million yuan, and 417.20 million yuan, with net profits of 125.79 million yuan, 100.84 million yuan, and 99.26 million yuan respectively [9]. - Xinchen Technology's revenue from 2020 to 2023 was 1.149 billion yuan, 1.061 billion yuan, 1.455 billion yuan, and 1.735 billion yuan, with net profits of 68.28 million yuan, 63.60 million yuan, 52.13 million yuan, and 36.36 million yuan respectively [9]. - For 2024, Xinchen Technology anticipates a net loss attributable to shareholders ranging from 65 million to 88 million yuan, compared to a profit of 36.36 million yuan in the previous year [9]. Group 3: Regulatory and Structural Aspects - The transaction was expected to meet the criteria for a significant asset restructuring as per the restructuring management measures, but it would not change the actual control of the company [8]. - The company will remain without a controlling shareholder or actual controller post-transaction, with the largest shareholder still being Li Fuhua [8].

Core Viewpoint - New Morning Technology has announced the termination of its plan to acquire 96.9628% of Tianyi Enhua's shares due to a lack of agreement on key transaction terms after four months of negotiations [2][4][6]. Summary by Sections Termination of Acquisition - The company held a board meeting on August 11, 2025, where it approved the termination of the acquisition of Tianyi Enhua [3]. - The decision was made to protect the interests of the company and its investors after negotiations failed to reach consensus on core transaction terms [6]. Background of the Acquisition - In April 2023, New Morning Technology announced a major asset restructuring plan to acquire Tianyi Enhua through a combination of issuing shares and cash payments [8]. - Tianyi Enhua is recognized as a service provider in cloud computing infrastructure and has received accolades such as "Beijing Specialized and Innovative 'Little Giant' Enterprise" [8]. - The acquisition was expected to enhance New Morning Technology's capabilities in system integration services and expand its business scope in emerging technologies like blockchain and artificial intelligence [9]. Financial Performance - New Morning Technology reported a revenue of 1.349 billion yuan in 2024, a year-on-year decline of 22.22%, and a net profit loss of 81.4595 million yuan, marking its first loss since going public [11]. - The first quarter of 2025 showed a revenue of 124 million yuan, down 35.03% year-on-year, but the net loss improved to 6.2633 million yuan compared to the previous year [11].

Core Viewpoint - The company is actively engaged in the low-altitude economy and military aerospace sectors, focusing on the development of data service platforms for air traffic management [1] Group 1: Low-altitude Economy Initiatives - The company has developed a "Low-altitude Airspace Declaration Platform" and a "Low-altitude Comprehensive Monitoring Platform" to support low-altitude operations [1] - The Low-altitude Airspace Declaration Platform offers integrated declaration services, covering the entire process from airspace application to monitoring and usage [1] - The Low-altitude Monitoring Platform addresses the need for comprehensive monitoring in various scenarios, enhancing visibility and accuracy in low-altitude target monitoring [1] Group 2: Data Value Enhancement - The company is leveraging its expertise in air traffic management and data analysis to unlock the value of air traffic data [1] - Efforts are being made to improve the application capabilities of air traffic data, providing technical support for the company's growth in the low-altitude industry [1]

Business Performance - Luxshare Technology plans to issue H-shares and list on the Hong Kong Stock Exchange [1] - China Shipbuilding Industry Corporation will suspend trading from August 13 until delisting [1] - Hikvision's chairman proposed a mid-term dividend of 4 yuan per 10 shares (including tax) for 2025 [1] - North Medical's subsidiary has essentially halted its main business since June [1] - Shenzhen Huangting Plaza will be judicially auctioned with a starting price of 3.053 billion yuan [1] - ST Suwu's controlling subsidiary has initiated arbitration against Regen Biotech for default, which has been accepted [1] - ST Yigou plans to pay 220 million yuan to reach a debt settlement agreement with Carrefour [1] - Shanghai Jianke's director is under disciplinary review and investigation [1] Mergers and Acquisitions - Xincheng Technology has terminated the acquisition of 96.96% equity in Tianyi Enhua [1] - Guangku Technology intends to purchase 100% equity in Suzhou Anjie Xun Optoelectronics, with resumption of trading on the 12th [1] - ST Biology plans to acquire 51% equity in Huize Pharmaceutical, expected to constitute a major asset restructuring [1] - Dongfang Guoxin aims to gain control of Shituo Cloud to deepen its layout in the intelligent computing power sector [1] - Jinding Investment intends to control Nanjing Shenyuan, entering a key segment of the robotics industry chain [1] - Huangshanghuang plans to acquire 51% equity in Lixing Food for 495 million yuan [1] Financial Performance - Xianggang Technology reported a net profit of 78.32 million yuan in the first half, a year-on-year increase of 432.14% [1] - Yonghe Co. reported a net profit of 271 million yuan in the first half, a year-on-year increase of 140.82% [1] - Fuda Co. reported a net profit of 146 million yuan in the first half, a year-on-year increase of 98.77% [1] - Desay SV reported a net profit of 1.223 billion yuan in the first half, a year-on-year increase of 45.82% [1] - Dier Laser reported a net profit of 327 million yuan in the first half, a year-on-year increase of 38.37% [1] - Rijiu Optoelectronics reported a net profit of 45.61 million yuan in the first half, a year-on-year increase of 37.87% [1] - Wolong Electric Drive reported a net profit of 537 million yuan in the first half, a year-on-year increase of 36.76% [1] - Satellite Chemical reported a net profit of 2.744 billion yuan in the first half, a year-on-year increase of 33.44% [1] Other Financial Results - High Stakes Mining reported a net profit of 69.2 million yuan in the first half, a year-on-year increase of 25.7% [2] - Yingliu Co. reported a net profit of 188 million yuan in the first half, a year-on-year increase of 23.91% [2] - Nanwei Medical reported a year-on-year net profit increase of 17.04% and plans to distribute a dividend of 5 yuan per 10 shares (including tax) [2] - Zhejiang Huaye reported a year-on-year net profit increase of 6.66% and plans to distribute a dividend of 4 yuan per 10 shares (including tax) [2] - New Strong Union reported a net profit of 400 million yuan in the first half, returning to profitability [2] - Aobi Zhongguang reported a net profit of 60.19 million yuan in the first half, returning to profitability [2] - Action Education reported a year-on-year net profit decrease of 3.51% and plans to distribute a dividend of 10 yuan per 10 shares (including tax) [2] - Wanhu Chemical reported a net profit of 6.123 billion yuan in the first half, a year-on-year decrease of 25.10% [2] - New World reported a net profit of 78.03 million yuan in the first half, a year-on-year decrease of 30.01% [2] - Huafeng Chemical reported a net profit of 983 million yuan in the first half, a year-on-year decrease of 35.23% [2] - Hefo China reported a consolidated revenue of 425 million yuan in the first seven months, a year-on-year decrease of 22.66%, with a narrowing decline [2] - Shengnong Development reported a sales revenue of 2.129 billion yuan in July, a year-on-year increase of 22.02% [2] - Xiamen Airport reported a passenger throughput of 2.6248 million in July, a year-on-year increase of 8.58% [2]

Group 1 - The core point of the article is that Xinchen Technology (300542) has decided to terminate its plan to acquire a 96.96% stake in Tianyi Enhua Technology Co., Ltd. due to a lack of agreement on key transaction terms among the parties involved [1] - Xinchen Technology primarily provides software development services for financial clients, including electronic channels, trade financing, data exchange, and blockchain platforms [1] - Tianyi Enhua, established on December 24, 2015, is an information system integration service provider focused on creating secure and efficient cloud computing infrastructure [1] Group 2 - The business synergy anticipated from the acquisition was expected to enhance Xinchen Technology's competitive edge in system integration services by leveraging Tianyi Enhua's cloud computing technology and virtualization solutions [2] - Xinchen Technology reported a total revenue of 124 million yuan in Q1, representing a year-on-year decline of 35.03%, and a net loss attributable to shareholders of 6.26 million yuan, compared to a loss of 13.21 million yuan in the same period last year [2]

Group 1 - The core point of the article is that Xinchen Technology has terminated the acquisition of approximately 96.96% equity in Beijing Tianyi Enhua Technology Co., Ltd. and the related fundraising activities due to a lack of agreement on key transaction terms among the parties involved [1] - The decision to terminate the transaction was made after thorough negotiations and discussions among the parties, indicating a significant level of engagement prior to the decision [1] - As of the close on August 11, Xinchen Technology's stock price was reported at 22.14 yuan per share, with a total market capitalization of approximately 6.61 billion yuan [1]

自筹划本次交易以来，公司严格按照相关法律法规要求，积极组织相关各方推进本次交易各项工作。鉴 于交易各方在对本次交易进行充分协商和谈判后，未就交易核心条款达成一致，为切实维护公司及投资 者利益，经公司与交易对方友好协商、审慎研判后，公司决定终止本次发行股份及支付现金购买资产事 宜。 格隆汇8月11日丨新晨科技(300542.SZ)公布，此前披露，公司拟通过发行股份及支付现金相结合的方式 收购北京天一恩华科技股份有限公司(简称"标的公司"或"天一恩华")96.9628%股权并向不超过35名特定 投资者发行股份募集配套资金(以下简称"本次交易")。 ...