证券代码：301269 证券简称：华大九天 公告编号：2025-035 一、董事会会议召开情况 北京华大九天科技股份有限公司（以下简称"公司"）第二届董事会第十六 次会议通知于 2025 年 6 月 26 日以电子邮件等方式向各位董事发出，会议于 2025 年 7 月 11 日在公司会议室以现场及通讯相结合的方式召开。本次会议应出席会 议董事 11 人，实际出席董事 11 人，其中董事张尼先生、阳元江先生、张帅先生、 刘方园女士、孙小莉女士以通讯方式参加本次会议，公司监事及其他高级管理人 员列席本次会议。本次会议由董事长刘伟平先生主持。本次会议的召集、召开及 表决程序符合《公司法》及《公司章程》的有关规定。 二、董事会会议审议情况 经与会董事审议表决，本次会议审议通过了以下议案： 1、审议通过《关于调整 2023 年限制性股票激励计划授予价格的议案》 鉴于公司 2024 年年度权益分派已实施完毕，根据《北京华大九天科技股份 有限公司 2023 年限制性股票激励计划（草案）》（以下简称"《2023 年限制性 股票激励计划（草案）》"）的相关规定，2023 年限制性股票激励计划授予价 格由 51.07 元/股调整 ...

证券代码：301269 证券简称：华大九天 公告编号：2025-037 北京华大九天科技股份有限公司 关于调整 2023 年限制性股票激励计划授予价格的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。 北京华大九天科技股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日召 开第二届董事会第十六会议，审议通过了《关于调整 2023 年限制性股票激励计划授 予价格的议案》。鉴于公司 2024 年年度权益分派已实施完毕，根据《上市公司股权 激励管理办法》（以下简称"《管理办法》"）、公司《2023 年限制性股票激励计划（草 案）》（以下简称"《激励计划》"或"本激励计划"）的有关规定以及公司 2023 年第 一次临时股东大会的授权，公司董事会同意将限制性股票授予价格由 51.07 元/股调 整为 50.92 元/股。现将有关事项说明如下： 一、《激励计划》已履行的相关审批程序 1、2023 年 11 月 3 日，公司召开第一届董事会第十八次会议，审议通过了《关 于<北京华大九天科技股份有限公司 2023 年限制性股票激励计划（草案）>及其摘 要的议 ...

Core Viewpoint - Huada Jiutian, a leading domestic EDA (Electronic Design Automation) company, has terminated its acquisition of Chip and Semiconductor, with no adverse impact on its current operations [1][2]. Group 1: Acquisition Termination - The acquisition was initially announced on March 28, with plans to acquire 100% of Chip and Semiconductor through a combination of share issuance and cash payment [2]. - The termination was due to a lack of consensus on core transaction terms among the parties involved, as stated by the company's chairman [2]. - The company has committed to not planning any major asset restructuring for one month following the termination announcement [2]. Group 2: Strategic Focus - Huada Jiutian will continue to focus on independent research and development, collaborative development, and mergers and acquisitions to accelerate its full-process layout in the EDA field [2][4]. - The company has previously acquired several firms and established two industry funds to deepen its investment in the EDA sector [3]. Group 3: Industry Context - The EDA industry in China consists of over 100 companies, with some possessing specific technical advantages in niche areas [2]. - The terminated acquisition was seen as a way to enhance Huada Jiutian's capabilities in RF, high-speed, multi-physical simulation, and advanced packaging, thereby improving its system-level EDA solution offerings [5]. Group 4: Future Plans for Chip and Semiconductor - Chip and Semiconductor will continue its IPO counseling process, which began on February 7, despite the termination of the acquisition [6]. - The company remains optimistic about its long-standing partnership with Huada Jiutian and sees potential for future collaboration in technology and business [6].

Core Viewpoint - The acquisition of Chip and Semiconductor by Huada Jiutian has failed, leading to a renewed focus on independent IPOs and the development of comprehensive EDA capabilities [2][4][10]. Group 1: Acquisition and IPO Dynamics - Huada Jiutian's attempt to acquire Chip and Semiconductor was announced in March, but the deal fell through due to disagreements on core terms [2][10]. - The initial acquisition plan was seen as a rational compromise in a challenging market environment, with Chip and Semiconductor previously pursuing an IPO [3][8]. - The recent policy changes in the Sci-Tech Innovation Board have increased the attractiveness of independent IPOs for Chip and Semiconductor, which is now reconsidering its strategic options [4][13]. Group 2: Financial Performance and Market Position - Chip and Semiconductor reported revenues of 106 million yuan and 265 million yuan for 2023 and 2024, respectively, with a net profit of -89.93 million yuan in 2023 and 48.13 million yuan in 2024 [5]. - Huada Jiutian is the largest domestic EDA company, with a comprehensive product line and a focus on developing its capabilities in digital design and wafer manufacturing [15][16]. Group 3: Industry Trends and Future Plans - The EDA industry is experiencing accelerated consolidation, with significant investments from the National Integrated Circuit Industry Investment Fund (Big Fund) expected to benefit the sector [4][21]. - Huada Jiutian plans to continue its investment strategy in the EDA field, focusing on both independent research and acquisitions to enhance its market position [19][24]. - The company has established two industry funds to support its acquisition strategy, indicating a proactive approach to capturing quality targets in the EDA market [23][24].

Group 1: Termination of Acquisition - The company terminated the acquisition due to failure to reach consensus on core transaction terms after negotiations [2] - The decision to terminate was made to protect the interests of the company and all shareholders [2] - The termination will not adversely affect the company's normal operations [3] Group 2: Future Acquisition Plans - The company has previously acquired several EDA firms and plans to continue seeking beneficial acquisition opportunities [3] - There are over 100 domestic EDA companies, some of which have technical advantages in specific niches [4] - The company will not pursue major asset restructuring for one month following the termination announcement [3] Group 3: Financial Performance and Market Response - The company will disclose its 2025 half-year performance report on August 29, 2025 [3] - The company acknowledges that stock price fluctuations are influenced by various factors, including macroeconomic conditions and market sentiment [3] - The company aims to enhance its internal value to create long-term value for shareholders [3] Group 4: Strategic Focus and Recommendations - The company is committed to a combination of independent research, collaborative development, and mergers to accelerate its full-process layout in the EDA field [4] - The company is focused on filling gaps in the EDA industry chain and enhancing product maturity and competitiveness [4] - Suggestions for the board include improving operational performance and stock price, while balancing industry trends and shareholder service [5]

芯和半导体发言人就华大九天（301269）终止收购公司回应：双方决定终止本次并购动议。但这个小插 曲不会影响芯和半导体与华大九天长久以来的合作伙伴关系，依然非常看好双方在技术和业务方面的互 补性，并期待为国内集成电路行业的共同客户创造更多价值。(证券时报) ...

Group 1 - Huada Jiutian announced the termination of the acquisition of Xinheng Semiconductor due to failure to reach an agreement on core terms after negotiations [1] - STMicroelectronics launched a new 3MP automotive-grade CMOS image sensor SC326AT, which is fully domestically produced and features significant optimizations in sensitivity, noise suppression, and power consumption [2] - BYD signed a main supply agreement with Europower Enerji to launch a 1C energy storage project in Turkey, with plans to expand to 0.5C–8 MWh by 2026 [3] Group 2 - Google initiated the "Sol" submarine cable project to enhance global digital infrastructure and network connectivity, aiming to significantly increase international network capacity and reduce latency [4] - The world's largest ring rolling machine bearings were delivered in Luoyang, marking a breakthrough in the design and manufacturing of super-large, super-heavy bearings [5]

Core Viewpoint - The restructuring plan of Huada Jiutian (301269.SZ) has failed after three and a half months, leading to a significant drop in its stock price and market value [1][6]. Group 1: Restructuring Details - Huada Jiutian announced the termination of its major asset restructuring on July 9, 2025, which aimed to acquire 100% of Chip and Semiconductor Technology (Shanghai) Co., Ltd. [1][3]. - The restructuring was intended to enhance Huada Jiutian's capabilities in the electronic design automation (EDA) industry, following its change of control to China Electronics Corporation in December 2024 [1][4]. - The termination of the restructuring also halted Chip and Semiconductor's plans for an independent IPO, which had been initiated in February 2025 [4][5]. Group 2: Financial Performance - In 2024, Huada Jiutian reported revenue of 1.22 billion yuan, a year-on-year increase of 20.98%, but its net profit fell by 45.46% to 109 million yuan [2][8]. - The company's R&D expenses reached 868 million yuan, accounting for 71.02% of its revenue, reflecting a 26.77% increase from the previous year [2][8]. - In the first quarter of 2025, Huada Jiutian achieved revenue of 234 million yuan, a 9.77% increase, while its net profit was 9.71 million yuan, showing a 26.72% year-on-year growth [8]. Group 3: Market Impact - Following the announcement of the restructuring termination, Huada Jiutian's stock price dropped by 5.27% to 108.64 yuan per share, resulting in a market value loss of 3.28 billion yuan [1][6]. - The company's international revenue decreased by 13.32% in 2024, amounting to 57.74 million yuan, which constituted 4.72% of its total revenue [8].

Core Viewpoint - TSMC's EDA alliance membership has decreased from 16 to 13 members, indicating a shift in the competitive landscape of the EDA industry, with the inclusion of domestic player Primarius and the exclusion of Empyrean [1][2]. Group 1 - TSMC's latest EDA alliance member list shows a reduction in members from 16 in 2024 to 13 in 2025, with major players Synopsys, Cadence, and Siemens EDA remaining dominant [1]. - Four companies, including Primarius, have made their debut in the alliance, while seven companies from the previous year, including Empyrean, are no longer listed [1][3]. - Primarius is recognized as the first domestic EDA listed company with competitive core technologies in the international market, focusing on comprehensive EDA solutions for integrated circuit design and manufacturing [3]. Group 2 - The inclusion of Primarius in the EDA alliance signifies a deeper collaboration with TSMC and represents a breakthrough for domestic EDA firms in adapting to international advanced processes [4].

Group 1 - Company Junhe Precision expects a net profit of 49.3 million to 53 million yuan for the first half of 2025, representing a year-on-year increase of 46.61% to 57.61% [1] - Company Yingtan plans to reduce its shareholding by a total of 2.79%, with specific reductions from major shareholders and executives due to funding needs [1][2] - Company EFORT W.F.C. Holding plans to sell 22% of its stake in GME Aerospace for 6 million euros, reducing its ownership from 48.99% to 19.76% [2] - Company Huada Jiutian has terminated its major asset restructuring plans due to a lack of consensus on key terms among parties involved [3] - Company Shankai Intelligent is planning a change in control, leading to a temporary suspension of its stock trading [3] Group 2 - Company TCL Technology anticipates a revenue of 82.6 billion to 90.6 billion yuan for the first half of 2025, with a net profit increase of 81% to 101% [5][6] - Company TCL Zhonghuan expects a net loss of 4 billion to 4.5 billion yuan for the first half of 2025, worsening from the previous year [6] - Company Lvtianhua forecasts a net profit decline of 62.64% to 73.85%, estimating a profit of 3.5 million to 5 million yuan [8] - Company Zhongke Jincai expects a net loss of 75 million to 105 million yuan, representing a decline of 51.43% to 112% [9] - Company AVIC Heavy Machinery anticipates a net profit decrease of approximately 33.29% for the first half of 2025 [11] Group 3 - Company Jiangbolong reports that the National Integrated Circuit Industry Investment Fund has reduced its stake to below 5% [13] - Company Erlu Si plans to reduce its shareholding by up to 1% due to personal funding needs [14] - Company Zhonghua Rock intends to reduce its shareholding by up to 0.46% for personal funding reasons [15] - Company Jiekang Equipment plans to reduce its shareholding by up to 1% due to personal funding needs [15] - Company Jianzhijia's actual controller plans to increase its shareholding by 50,000 to 100,000 shares [16] Group 4 - Company Jinshi Resources has had a lawsuit terminated after the plaintiff withdrew their case, which had sought 90 million yuan in damages [18] - Company Huaye Fragrance plans to reduce its shareholding by up to 3% due to personal financial arrangements [19] - Company Zhaobiao plans to reduce its shareholding by a total of 0.54% due to personal funding needs [20] - Company Shenkai plans a full takeover offer at 16.13 yuan per share for 8659 million shares, representing 57.73% of its issued shares [21] - Company Suqian Liansheng plans to reduce its shareholding by a total of 6.03% due to personal funding needs [22]