证券代码：300960 证券简称：通业科技 公告编号：2026-002 深圳通业科技股份有限公司 关于筹划重大资产重组的进展公告 本公司及全体董事保证信息披露的内容真实、准确和完整，没有虚假记 载、误导性陈述或者重大遗漏。 根据《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司 自律监管指引第 2 号——创业板上市公司规范运作》等相关规定，本次交易构 成关联交易，具体内容详见《关于签署股权收购意向协议暨关联交易的公告》 （公告编号：2025-043）及《关于收购北京思凌科半导体技术有限公司 91.69% 股权进展暨签署<股权收购协议><业绩承诺及补偿协议>的公告》（公告编号： 2025-061）。 二、本次重大资产重组相关进展情况 公司于 2025 年 8 月 18 日披露了《关于筹划重大资产重组的提示性公告》 （公告编号：2025-042）、《关于签署股权收购意向协议暨关联交易的公告》 （公告编号：2025-043），拟收购思凌科 100%的股权。 一、交易概述 深圳通业科技股份有限公司（以下简称"公司"）拟以现金方式购买北京 思凌科半导体技术有限公司（以下简称"思凌科"或"标的公司"）91.69 ...

证券代码：300960 证券简称：通业科技 公告编号：2026-001 深圳通业科技股份有限公司 关于使用部分闲置自有资金进行现金管理的进展公告 本公司及董事会全体成员保证信息披露内容真实、准确和完整，没 有虚假记载、误导性陈述或者重大遗漏。 一、 本次使用部分闲置自有资金进行现金管理的进展情况 | | | | | | | | 单位：人民币万元 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 序 | | | 产品 | | 预计年 化收益 | | | 是否 | | 号 | 受托方 | 产品名称 | 类型 | 金额 | 率/业绩 | 起息日 | 到期日 | 到期 | | | | | | | 比较基 | | | 赎回 | | | | | | | 准 | | | | | | 中国银 | 人民币结构性存 | 保本 | | 0.4% | | | | | 1 | 行深圳 | 款 | 浮动 | 3000 | 或 | 2025/12/1 | 2025/12/31 | 是 | | | 龙珠支 | 【CSDVY202514 | 收益 | | | | | | ...

Group 1 - The company, Tongye Technology (300960), is actively advancing its restructuring efforts to complete integration and unlock value as soon as possible [1] - Future considerations for dividends and reinvestment will be based on profitability and funding needs, aiming for a balance that supports steady development while actively rewarding shareholders [1] - The company emphasizes its commitment to safeguarding shareholder rights through its strategic decisions [1]

Core Insights - The railway transportation equipment sector experienced a 1.57% increase on January 12, with Langjin Technology leading the gains [1] - The Shanghai Composite Index closed at 4165.29, up 1.09%, while the Shenzhen Component Index closed at 14366.91, up 1.75% [1] Sector Performance - Langjin Technology (300594) closed at 23.72, up 12.15% with a trading volume of 105,800 shares [1] - Jinchuan Group (603680) closed at 17.82, up 6.83% with a trading volume of 145,500 shares [1] - Zhonghe Technology (000925) closed at 9.79, up 6.18% with a trading volume of 1,172,100 shares [1] - Shenzhou High-speed Railway (000008) closed at 3.21, up 4.22% with a trading volume of 1,807,900 shares [1] - Tianzhizhi New Materials (688033) closed at 8.69, up 3.58% with a trading volume of 646,800 shares [1] - Bidetech (605298) closed at 45.20, up 3.48% with a trading volume of 47,200 shares [1] - Xianghe Industrial (603500) closed at 12.56, up 2.87% with a trading volume of 94,100 shares [1] - Yonghui Electric (300351) closed at 19.09, up 2.52% with a trading volume of 224,300 shares [1] - Tongye Technology (300960) closed at 25.98, up 2.40% with a trading volume of 32,100 shares [1] - China Railway Signal & Communication (688009) closed at 5.68, up 2.16% with a trading volume of 451,200 shares [1] Capital Flow - The railway transportation equipment sector saw a net inflow of 85.024 million yuan from institutional investors, while retail investors experienced a net outflow of 38.8308 million yuan [1] - Major stocks like China CRRC (601766) had a net inflow of 81.3475 million yuan, while Shenzhou High-speed Railway (000008) had a net inflow of 66.1107 million yuan [2] - Retail investors showed significant outflows in several stocks, including Shenzhou High-speed Railway with a net outflow of 6.43381 million yuan [2]

Core Viewpoint - The acquisition of Beijing Silin Semiconductor Technology Co., Ltd. by Tongye Technology is a cross-industry merger, with a transaction price of 561 million yuan, despite Silin's current loss status and a high valuation premium of nearly four times its book value [1][3]. Group 1: Acquisition Details - Tongye Technology plans to acquire 91.69% of Silin for 561 million yuan, making Silin a subsidiary [1]. - The controlling shareholders of Tongye will transfer 6% of their shares to Silin's actual controller for a total of 188 million yuan [1]. - Silin has committed to achieving a cumulative net profit of no less than 175 million yuan from 2026 to 2028, with cash compensation required if this target is not met [4]. Group 2: Financial Performance of Silin - Silin's projected revenues for 2023 and 2024 are 259 million yuan and 277 million yuan, respectively, with net profits of 27.71 million yuan and 20.32 million yuan [2]. - However, in the first seven months of 2025, Silin reported a revenue of 125 million yuan but incurred a net loss of 3.25 million yuan [2]. Group 3: Valuation and Adjustments - The valuation of Silin's total equity is set at 612 million yuan, reflecting a 387.41% increase over its book value of 126 million yuan [3]. - The acquisition scale was reduced from 100% to 91.69% after negotiations, and the valuation was adjusted down from 670 million yuan to 612 million yuan [4]. Group 4: Financial Implications for Tongye - Tongye's cash and cash equivalents amount to 200 million yuan, indicating a funding gap for the 561 million yuan acquisition [6]. - Post-acquisition, Tongye's debt ratio is expected to rise from 37.53% to 66.95% [6]. Group 5: Strategic Rationale - The acquisition allows Tongye to enter the high-growth market of power IoT chips, which is supported by government policies and has strong technical barriers [6]. - There is potential for business synergy, as both companies serve similar large state-owned enterprises, allowing for integrated marketing and resource sharing [7].

Core Viewpoint - The rail transit equipment sector experienced a decline of 0.9% on December 30, with Tongye Technology leading the drop at -6.11% [1][2]. Group 1: Market Performance - The Shanghai Composite Index closed at 3965.12, down 0.0%, while the Shenzhen Component Index rose to 13604.07, up 0.49% [1]. - The rail transit equipment sector saw a net outflow of 202 million yuan from main funds, while retail investors contributed a net inflow of 113 million yuan [2][3]. Group 2: Individual Stock Performance - Tongye Technology (300960) closed at 25.82, down 6.11% with a trading volume of 59,800 shares and a transaction value of 155 million yuan [2]. - Other notable declines included Tianzhixin Material (688033) at -4.25% and Jinchuan Heavy Industry (603680) at -3.93% [2]. - On the positive side, Tieda Technology (920541) increased by 0.83% to close at 13.38 [1]. Group 3: Fund Flow Analysis - Among individual stocks, the largest net inflow from main funds was seen in Times Electric (688187) at 3.968 million yuan, while the largest outflow was from Raylway (301016) at -677.74 million yuan [3]. - Retail investors showed a significant net inflow into Times Electric at 2.86% of its trading volume, despite overall sector outflows [3].

Core Viewpoint - Tongyi Technology plans to acquire 91.69% of Beijing Siling Semiconductor Technology Co., Ltd. for 561 million yuan, indicating a strategic move to enhance its technological capabilities and market position in the rail transit electrical equipment sector [1][2]. Group 1: Acquisition Details - The total assessed value of Siling's 100% equity is 612 million yuan, representing a 387.41% increase over its book net assets of 126 million yuan [1][3]. - Despite a loss of 3.253 million yuan in the first seven months of 2025 due to seasonal factors in power grid procurement, Siling's core products have entered the State Grid supply chain, achieving net profits of 27.7129 million yuan in 2023 and 20.318 million yuan in 2024 [1][4]. Group 2: Strategic Rationale - The acquisition is not a blind expansion but a precise layout based on technological synergy and market complementarity, as Tongyi Technology seeks new growth points amid slowing revenue growth [1][2]. - In the first three quarters of 2025, Tongyi Technology reported revenues of 294 million yuan and a net profit of 26.6136 million yuan, with revenue growth of 11.97% year-on-year but a net profit decline of 15.56% [1][3]. Group 3: Performance Commitments - To protect shareholder interests, a strict performance commitment and compensation agreement has been signed, requiring Siling to achieve a cumulative net profit of no less than 175 million yuan from 2026 to 2028, averaging approximately 58.33 million yuan per year, which is about double the net profits of 27.7129 million yuan in 2023 and 20.318 million yuan in 2024 [2][5]. - If performance targets are not met, compensation will be limited to the after-tax proceeds from the sale of all shares held by Siling in Tongyi Technology, which may be affected by stock price declines or dilution [5]. Group 4: Industry Context - The acquisition aligns with the trends of semiconductor localization and new infrastructure development, marking a strategic upgrade driven by technology for Tongyi Technology [2][5].

Core Viewpoint - Tongyi Technology (300960.SZ) is extending its business into the power IoT chip sector through a high-premium acquisition of a 91.69% stake in Beijing Silin Semiconductor Technology Co., Ltd. for 561 million yuan, which will significantly enhance its core competitiveness in the market [1][3]. Group 1: Acquisition Details - The acquisition involves a premium valuation of 387.41% for Silin Semiconductor, resulting in an additional goodwill of 359 million yuan for Tongyi Technology [1][4]. - The transaction is significant, constituting 57.6% of Tongyi Technology's total assets and 90.52% of its net assets by the end of 2024, with Silin Semiconductor projected to contribute 65.2% of Tongyi Technology's revenue in 2024 [3][4]. - Silin Semiconductor focuses on the research, design, and sales of power IoT communication chips, including high-speed power line carrier communication chips and modules [3]. Group 2: Financial Implications - Following the acquisition, Tongyi Technology's asset-liability ratio is expected to rise from 37.53% to 66.95%, indicating increased financial and integration risks [2][9]. - As of July 2025, Tongyi Technology's cash and cash equivalents are 200 million yuan, which presents a funding gap against the total payment of 561 million yuan for the acquisition [2][9]. - The projected financial performance post-acquisition indicates a 57.65% increase in revenue and a 32.96% decrease in net profit for the first seven months of 2025 compared to pre-acquisition figures [9]. Group 3: Performance and Risks - Silin Semiconductor reported revenues of 2.59 billion yuan, 2.77 billion yuan, and 1.25 billion yuan for the years 2023, 2024, and the first seven months of 2025, respectively, with a net profit of -325,300 yuan in the latter period [6][7]. - The major customer base for Silin Semiconductor includes state-owned enterprises, with 75.14% of sales concentrated among the top five clients, including the State Grid [7][8]. - The acquisition includes performance commitments from Silin Semiconductor's controlling party, ensuring a cumulative net profit of no less than 175 million yuan from 2026 to 2028 [4][5].

Core Viewpoint - The acquisition of 91.69% stake in Silin Technology by Tongye Technology is expected to significantly enhance the company's profitability, with a commitment from Silin's core team to achieve a cumulative net profit of no less than 175 million yuan from 2025 to 2027 [1][2] Group 1: Acquisition Details - Silin Technology's original shareholders and core team have committed to a cumulative net profit of at least 175 million yuan over three years post-acquisition [1] - The acquisition is valued at 612 million yuan, resulting in an average price-to-earnings ratio of approximately 10.49 times, which is lower than recent market valuations for similar transactions, indicating the reasonableness of the deal [1] - If the profit commitment is met, it will significantly increase Tongye Technology's overall profit, with projections suggesting a net profit exceeding 100 million yuan by 2027 after the merger [1] Group 2: Performance Assurance Mechanism - To ensure the fulfillment of profit commitments, a performance compensation and incentive mechanism has been established: if the cumulative net profit falls below 95% of the promised value, Silin's original core team must transfer 6% of their shares in Tongye Technology for cash compensation [1] - Additionally, a performance reward system has been set up to incentivize the management team to actively expand the market [1] Group 3: Silin Technology's Strengths - Silin Technology's confidence in achieving performance targets stems from its involvement in the formulation of the next-generation standards for the State Grid, continuous contract wins, and cost reduction through self-developed chips [2] - The company has optimized its profit structure by divesting loss-making businesses and focusing on the electric power IoT sector [2] - The acquisition not only provides Tongye Technology with quality assets but also establishes a solid institutional foundation for long-term development through a scientific betting and incentive mechanism [2]

Core Viewpoint - The acquisition of Silingke by Tongye Technology represents a strategic expansion from rail transit equipment to the power IoT sector, leveraging technology and customer networks to explore new markets in rail intelligence and grid communication [1] Business Synergy - Tongye Technology, a supplier of electrical equipment for rail transit, serves major clients such as CRRC and China Railway Group, while Silingke focuses on power communication chips for State Grid and Southern Power Grid [1] - Silingke's carrier communication chips can enhance data transmission efficiency and reduce wiring costs in rail transit systems, while its new energy power electronics technology can be integrated into Tongye's auxiliary inverters for cost optimization [1] Supply Chain Collaboration - Both companies can share resources in PCB, electronic materials, and R&D software, allowing Tongye Technology to leverage scale advantages to improve overall bargaining power [1] Management Efficiency - Both companies target large state-owned enterprises with similar bidding and service models, and their integration is expected to enhance market responsiveness and service efficiency [1]