证券代码：300416 证券简称：苏试试验 公告编号：2025-025 苏州苏试试验集团股份有限公司 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、交易概述 基于整体战略布局及业务发展需要，为进一步整合优化资源配置，提高运营 决策效率，苏州苏试试验集团股份有限公司（以下简称"公司"）拟以自筹资金 合计人民币 33,635.32 万元收购长三角产业创新二期（上海）私募投资基金合伙 企业（有限合伙）、海南苏崖巽风投资中心（有限合伙）、欣长叁（苏州）投资 合伙企业（有限合伙）、上海镒源企业管理合伙企业（有限合伙）等 17 名少数 股东合计持有苏试宜特（上海）检测技术股份有限公司（以下简称"苏试宜特"） 上升至 97.55%。 本次交易对手方中，钟琼华先生及持股平台苏州创越企业管理咨询合伙企业 （有限合伙）（以下简称"苏州创越"）为公司关联方，涉及关联交易金额为 钟琼华先生为公司实际控制人、董事长。苏州创越的执行事务合伙人为公司 董事陈英女士。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 7 号——交易与关联交易》等相关规定， ...

Core Viewpoint - The company has made adjustments to its restricted stock incentive plan due to the departure of incentive targets and failure to meet performance assessment goals, resulting in the repurchase, cancellation, and invalidation of certain restricted stocks [1]. Group 1: Incentive Plan Progress - The incentive plan was approved by the company's board and supervisory board on June 15, 2021, with independent directors expressing their agreement [2]. - The company held multiple board and supervisory meetings to adjust the incentive plan based on actual circumstances, including repurchasing and canceling certain restricted stocks [2]. Group 2: Repurchase and Cancellation Details - Three incentive targets left the company, leading to the repurchase and cancellation of 8,284 shares of restricted stock due to personal reasons [3]. - The board agreed to repurchase 12,879 shares of the first category of restricted stock that could not be released due to unmet performance targets for the 2024 fiscal year [3]. Group 3: Repurchase Price and Funding Source - The repurchase price for the first category of restricted stock is set at 10.09 yuan per share, while the reserved portion is at 10.42 yuan per share [4]. - The total amount allocated for the repurchase of restricted stocks is 217,296.67 yuan, sourced from the company's own funds [4]. Group 4: Invalidated Shares - A total of 33,136 shares of the second category of restricted stock were invalidated due to the departure of three incentive targets [5]. - The board also agreed to invalidate 885,146 shares of the second category of restricted stock due to unmet performance targets for the 2024 fiscal year [5]. - In total, 918,282 shares of the second category of restricted stock were invalidated [6].

Core Viewpoint - The article highlights the strategic transformation and expansion of Lianjian Technology, focusing on its core business in inspection and testing while pursuing aggressive mergers and acquisitions to enhance its capabilities in high-value sectors such as new energy and AI applications [1][3]. Group 1: Company Background - Lianjian Technology, originally established in 1959 as Changzhou Building Science Research Institute, has evolved into a significant player in the inspection and testing industry, growing from 300 employees post-Wenchuan earthquake to over 3,000 today [2]. - The company has developed a comprehensive service system covering various sectors, including new energy, food safety, environmental protection, and automotive components [2]. Group 2: Recent Developments - In 2022, Lianjian Technology entered the food testing sector, and in 2023, it acquired companies like Shiyi Testing and Guanbiao Testing to expand into electronic and automotive testing [4][5]. - The company reported a revenue of 271 million yuan in Q1 2025, marking a 20.4% year-on-year increase, with a net profit of 4.46 million yuan, up 30.13% [5]. Group 3: International Expansion - Lianjian Technology has been actively expanding its international presence, establishing operations in countries like Vietnam, Thailand, Indonesia, and the UAE, with plans to further develop its testing network in Southeast Asia and the Middle East [9][10]. - The company aims to build a global collaborative testing network, focusing initially on "Belt and Road" countries and later targeting mature markets in Europe and the US [10]. Group 4: Strategic Goals - The management emphasizes a dual strategy of "internal R&D + external mergers" to create a one-stop testing service platform across multiple sectors and regions [10]. - The recent name change to Lianjian (Jiangsu) Technology Co., Ltd. reflects the company's upgraded business direction and market positioning [8].

Core Viewpoint - The company is undergoing a strategic transformation to focus on high-value detection sectors, particularly in automotive and consumer goods, to offset the decline in traditional construction-related businesses [2][3]. Group 1: Business Performance - In Q1 2025, the company achieved a year-on-year revenue growth of 20.37% and a net profit growth of 30.13%, driven by the rapid expansion of emerging businesses like automotive and consumer goods testing [2]. - The acquisition of Guanbiao (Shanghai) Testing Technology Co., Ltd. has enabled the company to enter the automotive testing sector, enhancing its technical capabilities and customer resources [3]. Group 2: Market Expansion - The company has made significant strides in overseas markets in 2024, including partnerships in Indonesia and Tanzania, and has engaged with various international entities to expand its global footprint [3]. - The establishment of specialized overseas teams and departments targeting Southeast Asia, the Middle East, and Africa is part of the company's strategy to build a grid-based service system along the "Belt and Road" initiative [3]. Group 3: M&A Strategy - The company plans to achieve external growth through targeted mergers and acquisitions, focusing on acquiring local laboratories to quickly gain regional qualifications and customer networks [4]. - The M&A strategy emphasizes "regional penetration, track expansion, and qualification enhancement," aiming to select high-growth sectors driven by policy and to build technical barriers through acquisitions [4]. Group 4: Future Growth Drivers - The company aims to optimize its business structure by focusing on high-value emerging fields such as new energy and electronics, which are rapidly developing markets [5]. - The integration of digitalization and technological innovation, including AI and IoT applications, is expected to enhance testing efficiency and service quality, supporting future performance growth [5][6].

Group 1: Company Strategy and Performance - The company has adopted a strategy of "technology deepening + flexible adjustment" to address challenges in traditional construction and real estate sectors, resulting in a 20.37% increase in revenue and a 30.13% increase in net profit in Q1 2025 [2] - The company aims to reduce reliance on single sectors by focusing on high-value testing fields and expanding its service chain through a "Testing+" model [2] - The company has successfully transitioned to new business areas such as automotive and food safety testing, compensating for the decline in traditional construction business [2] Group 2: Competitive Advantages - The company differentiates itself through a "demand-driven integrated service ecosystem" and "cross-domain technology integration capabilities," enhancing customer loyalty and service value [2] - It offers a closed-loop service model that includes testing diagnosis, problem identification, and solution provision, particularly in construction safety and environmental monitoring [2] Group 3: Automotive Testing Sector - The company entered the automotive testing sector through the acquisition of Guanbiao Testing, which achieved a net profit of 12.37 million yuan in 2024 [3] - It has obtained third-party testing qualifications from major automotive manufacturers, including Jianghuai, Geely, and NIO, enhancing its market penetration [3] Group 4: International Expansion - The company is expanding its overseas market presence, focusing on "Belt and Road" countries and establishing localized teams to provide tailored testing services [4] - Significant achievements in 2024 include partnerships with Indonesian and Tanzanian companies and the establishment of specialized teams for Southeast Asia, the Middle East, and Africa [4] Group 5: Real Estate Testing - The company has extensive experience in housing inspection and has established a research center for housing safety management in collaboration with local institutions [5] - It provides integrated solutions for structural safety monitoring and quality improvement in urban renewal projects [5] Group 6: Green and Low-Carbon Initiatives - The company is actively involved in low-carbon initiatives and has developed a carbon emission accounting platform in collaboration with Tongji University [7] - It has successfully created nearly zero-carbon parks and factories, contributing to local economic green transformation [8] Group 7: Mergers and Acquisitions Strategy - The company plans to achieve growth through targeted mergers and acquisitions, focusing on regional laboratories and high-growth sectors such as water conservancy and low-carbon technologies [8] - The strategy includes a three-dimensional approach of regional penetration, sector expansion, and qualification enhancement [8] Group 8: Future Growth Drivers - Future growth will be driven by continuous optimization of business structure, focusing on high-value emerging sectors like new energy and electronics [8] - The company aims to leverage digitalization and technological innovation to enhance testing efficiency and service quality, while expanding its international footprint [8]

Core Viewpoint - The company has approved a profit distribution and capital reserve transfer plan, which includes a cash dividend of 4.00 RMB per 10 shares and a capital reserve increase of 4 shares for every 10 shares held [2][4][5]. Group 1: Profit Distribution Details - The total number of shares for profit distribution is calculated as 161,408,514 shares after excluding 3,016,041 shares held in the repurchase account [2][4]. - The total cash dividend to be distributed amounts to 64,563,405.60 RMB, resulting in a per-share cash dividend of approximately 0.3927 RMB [4][7]. - The capital reserve transfer will result in an increase of 64,563,405 shares, leading to a total share count of 228,987,960 shares post-distribution [5][6]. Group 2: Implementation Timeline - The record date for the rights distribution is set for May 28, 2025, with the ex-dividend date on May 29, 2025 [5][6]. - The company will prioritize using repurchased shares for the conversion of convertible bonds, with the remaining shares sourced from newly issued shares [3][4]. Group 3: Tax Implications - The cash dividend will be subject to different tax rates based on the type of shares held, with specific provisions for Hong Kong investors and domestic investors [4][5]. - The company will not withhold individual income tax at the time of distribution, but will calculate the tax based on the holding period when shares are sold [4][5].

Group 1: ESG Performance and Strategy - The company aims to enhance its ESG performance by leveraging organizational advantages for better governance and focusing on resilience upgrades across the entire industry chain [1][2] - In 2025, the company plans to create a sustainable value creation system to inject green momentum into high-quality development [1][2] Group 2: Market Outlook and Growth Opportunities - The wire and cable industry is crucial for the national economy, with increasing demand driven by ongoing industrialization and urbanization [2] - The industry is expected to see stable growth opportunities, particularly in the cable testing sector, as manufacturers seek product upgrades and industry advancements [2] Group 3: Business Expansion and Shareholder Returns - Future expansion plans, including potential share increases, will be made cautiously and disclosed in accordance with regulations [2] - The company aims to strengthen its core testing business while exploring mergers and acquisitions to enhance shareholder returns [2] Group 4: Quality Control and Customer Trust - The company has established a strict internal quality control management system to ensure the accuracy and impartiality of testing results [3] - Continuous research in testing technology and training of technical personnel are prioritized to maintain the integrity of testing reports [3] Group 5: Sales Strategy and Revenue Growth - Direct sales model revenue increased by 60.03% year-on-year, with the model accounting for 100% of total revenue in 2024, reflecting a 6.93% growth from the previous year [3] - The company focuses on customer-oriented strategies and brand service to enhance market penetration and revenue generation [3]

Core Viewpoint - The company held an investor meeting to discuss its 2024 performance and future plans, highlighting improvements in cash flow and R&D investments despite some financial challenges [1][2]. Financial Performance - The net cash flow from operating activities for 2024 improved by 27.81 million, although it remained negative, primarily due to increased cash outflows for employee payments [2] - R&D expenses accounted for 15.3% of revenue in 2024, with a capitalization rate of only 8.2%, indicating strict adherence to accounting standards [2] - The company plans to increase R&D investment by 35% in 2025, although it has not yet ventured into quantum detection or AI fault diagnosis technologies [2] - Revenue for 2024 grew by 33.57% year-on-year, but net profit loss expanded to 45 million, with a gross margin decline to 32.4% due to underutilized new laboratory capacity [3] Inventory and Subsidiary Performance - Inventory increased in 2024 compared to 2023, mainly due to growth in electronic assembly business [2] - The subsidiary, Xice Electronics, reported a net loss of 18 million, with the company clarifying that the technology route switching issue raised by investors is not relevant to its specific business [2] Asset and Liability Management - The asset-liability ratio rose to 49.8%, with interest-bearing debt at 36.5%, which the company considers within a normal range [3] - Long-term equity investment income decreased by 89% year-on-year, as related subsidiaries are still in the investment and certification stages [3] - Contract liabilities decreased by 28% year-on-year, with new project scales meeting expectations [3] Business Operations and Workforce - Civil aviation testing revenue accounted for less than 8% of total revenue, with the company focusing on onboard equipment testing services [3] - The total number of employees increased by 16.7%, while the proportion of testing engineers decreased to 58%, with the company enhancing its compensation incentive mechanisms [3] Cash Flow and Debt Management - Accounts receivable turnover days extended to 130 days, prompting the company to implement measures for better collection [3] - Short-term borrowings decreased by 17% year-on-year, reflecting the company's focus on cash management and debt repayment capabilities [3]

Group 1: Financial Performance - In 2024, the company's operating cash flow net amount decreased by 76.5% year-on-year, with a net profit loss of 0.45 billion [2][3] - The proportion of government subsidies to net profit reached -45%, indicating a significant loss effect [3] - Revenue in 2024 increased by 8.7% year-on-year, while net profit loss expanded to 0.45 billion [3][7] Group 2: Research and Development - R&D expenses accounted for 15.3% of revenue in 2024, with a capitalization rate of only 8.2% [3] - Planned R&D investment for 2025 is expected to grow by 35%, focusing on quantum detection and AI fault diagnosis technology [3] Group 3: Inventory and Receivables - Inventory scale increased by 29.6% year-on-year, primarily due to the growth in electronic assembly business [3] - Accounts receivable turnover days extended to 130 days, an increase of 22 days year-on-year [7] Group 4: Debt and Financing - The asset-liability ratio rose to 49.8%, with interest-bearing debt ratio at 36.5% [5] - Short-term borrowings increased by 92% year-on-year, while cash funds decreased by 34% [7] Group 5: Operational Challenges - The gross profit margin decreased to 32.4%, attributed to increased competition in military equipment testing [3][7] - The company faced challenges with inventory turnover and project acceptance cycles, impacting operational efficiency [3][5]

Investment Rating - The report suggests a focus on leading companies with strong management and brand recognition in the testing service industry, particularly recommending companies like Huace Testing, Sutest, and Guangdian Measurement [6][13][44]. Core Viewpoints - The testing service sector is under pressure, with a focus on lean management and the expansion of emerging industries. The overall revenue for the sector in 2024 is projected to be 46.8 billion RMB, a decrease of 4% year-on-year, primarily due to macroeconomic slowdowns and ongoing policy impacts in the pharmaceutical and special industries [4][18]. - The sector's growth is closely tied to macroeconomic performance, with expectations for recovery in demand due to government debt relief and stimulus policies [5][75]. - The industry is experiencing a trend towards consolidation, with resources expected to concentrate among leading firms that possess brand, capital, and management advantages [5][70]. Summary by Sections Revenue Performance - In 2024, the testing service sector achieved a revenue of 46.8 billion RMB, down 4% year-on-year. Excluding companies with high medical testing ratios, the sector's revenue was 25.8 billion RMB, showing a 4% increase year-on-year [4][18]. - The first quarter of 2024 saw a revenue of 9 billion RMB, a 9% decline year-on-year, but excluding high medical testing companies, the revenue growth rate improved to 2% [4][18]. Profitability - The sector's net profit for 2024 is expected to be 1.8 billion RMB, a significant decline of 56% year-on-year, attributed to decreased revenue, rigid laboratory costs, and reduced government subsidies [25]. - Leading companies like Huace Testing and Guangdian Measurement showed resilience, with net profit growth rates of 1% and 77% respectively in 2024 [25][18]. Market Trends - The global testing service market is projected to reach approximately 2.3 trillion RMB in 2024, with a compound annual growth rate (CAGR) of about 6% from 2021 to 2024. China's testing service industry has historically grown at about twice the GDP growth rate [5][58]. - The industry is characterized by a high degree of fragmentation, with small and weak players facing challenges in capital and management, leading to a trend towards consolidation [69][70]. Emerging Opportunities - New sectors such as semiconductors and low-altitude economy are developing rapidly, creating new demands for testing services that require significant capital and technical capabilities [6][70]. - The report emphasizes the importance of government policies in supporting the testing service industry, particularly through debt relief measures that could enhance demand recovery [75][86].