证券代码：688115 证券简称：思林杰 公告编号：2025-053 广州思林杰科技股份有限公司 关于部分募集资金投资项目调整内部投资 结构的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 广州思林杰科技股份有限公司（以下简称"公司"）于2025年9月29日召开第二届董事会审计委员会第十 次会议及第二届董事会第二十一次会议，审议通过了《关于部分募集资金投资项目调整内部投资结构的 议案》，同意公司根据募集资金投资项目（以下简称"募投项目"）实施的需要对部分募投项目的内部投 资结构进行调整。本次募投项目内部投资结构的变更未改变募投项目的投资用途、实施主体和实施方 式，不会对募投项目的实施造成实质性影响。保荐机构国联民生证券承销保荐有限公司出具了明确的核 查意见。本事项在董事会审批权限范围内，无需提交公司股东会审议。现将相关情况公告如下： 一、募集资金的基本情况 中国证券监督管理委员会于2022年1月18日核发《关于同意广州思林杰科技股份有限公司首次公开发行 股票注册的批复》（证监许可〔2022〕130号） ...

分红方面，思林杰A股上市后累计派现1.03亿元。近三年，累计派现7315.48万元。 9月25日，思林杰跌3.54%，成交额3660.34万元。两融数据显示，当日思林杰获融资买入额487.51万 元，融资偿还377.35万元，融资净买入110.16万元。截至9月25日，思林杰融资融券余额合计1.28亿元。 机构持仓方面，截止2025年6月30日，思林杰十大流通股东中，前海开源公用事业股票（005669）位居 第五大流通股东，持股140.69万股，相比上期减少108.87万股。前海开源新经济混合A（000689）退出 十大流通股东之列。 融资方面，思林杰当日融资买入487.51万元。当前融资余额1.28亿元，占流通市值的3.38%，融资余额 超过近一年90%分位水平，处于高位。 融券方面，思林杰9月25日融券偿还0.00股，融券卖出0.00股，按当日收盘价计算，卖出金额0.00元；融 券余量0.00股，融券余额0.00元，超过近一年90%分位水平，处于高位。 资料显示，广州思林杰科技股份有限公司位于广东省广州市番禺区石碁镇亚运大道1003号2号楼 101,201,301,401,501，成立日期2005年4月2 ...

Group 1 - The core viewpoint of the news is that Slinjet has seen a stock price increase of 5.04%, reaching 62.76 CNY per share, with a total market capitalization of 4.184 billion CNY [1] - Slinjet, established on April 21, 2005, specializes in the design, research and development, production, and sales of industrial automation detection products, particularly embedded intelligent instrument modules [1] - The revenue composition of Slinjet includes 53.28% from embedded intelligent instrument modules, 28.36% from automated production testing equipment, 11.22% from other sources, 6.75% from machine vision products, and 0.38% from supplementary sources [1] Group 2 - Qianhai Kaiyuan Public Utility Stock Fund (005669) is among the top ten circulating shareholders of Slinjet, having reduced its holdings by 1.0887 million shares in the second quarter, now holding 1.4069 million shares, which is 3.34% of the circulating shares [2] - The fund has achieved a year-to-date return of 27.57% and a one-year return of 47.5%, ranking 1659 out of 4222 and 2143 out of 3800 respectively [2] - The fund manager, Cui Chenlong, has a tenure of 5 years and 56 days, with the best fund return during this period being 191.28% [3]

Core Viewpoint - The company, Slinjet, experienced a decline in stock price and trading volume, with significant financing activity indicating a high level of investor interest despite recent financial losses [1][2]. Group 1: Stock Performance - On August 27, Slinjet's stock fell by 3.48%, with a trading volume of 82.75 million yuan [1]. - The financing buy-in for Slinjet on the same day was 7.05 million yuan, while financing repayment was 6.23 million yuan, resulting in a net financing buy of 814,400 yuan [1]. - As of August 27, the total financing and securities lending balance for Slinjet was 101 million yuan, accounting for 3.91% of its circulating market value, which is above the 70th percentile of the past year [1]. Group 2: Financial Performance - For the period from January to March 2025, Slinjet reported a revenue of 31.71 million yuan, representing a year-on-year growth of 20.83% [2]. - The company recorded a net profit attributable to shareholders of -12.54 million yuan, a significant decrease of 546.94% year-on-year [2]. - Since its A-share listing, Slinjet has distributed a total of 103 million yuan in dividends, with 73.15 million yuan distributed over the past three years [2]. Group 3: Shareholder Information - As of July 18, Slinjet had 4,482 shareholders, an increase of 0.40% from the previous period, with an average of 9,401 circulating shares per shareholder, a decrease of 0.40% [2]. - The top ten circulating shareholders include Qianhai Kaiyuan Public Utilities Stock and Qianhai Kaiyuan New Economy Mixed A, with both increasing their holdings [2].

Group 1 - The stock price of Slinjet is reported at 69.35 yuan, down 0.94 yuan from the previous trading day, with a trading volume of 7,786 hands and a transaction amount of 54 million yuan [1] - Slinjet's main business involves the research, production, and sales of embedded smart instrument modules, primarily used in consumer electronics testing [1] - The company plans to acquire 71% of Keke Electronics for 1.42 billion yuan, with a cash payment of 857 million yuan [1] Group 2 - Keke Electronics specializes in military-grade high-reliability micro-circuit modules, with a projected net profit of 100 million yuan for 2024, which is six times that of Slinjet's net profit for the same period [1] - Keke Electronics previously withdrew its IPO application and reported only 31% of its 2023 annual revenue in the first eight months of 2024, with a net profit of 14% and a decline in gross margin exceeding 15 percentage points [1] - The Shenzhen Stock Exchange issued a regulatory letter in March indicating that Keke Electronics had inflated R&D expenses during its IPO application process [1]

Core Viewpoint - The acquisition of KOKAI Electronics by Slinje is facing skepticism due to significant discrepancies in financial metrics and concerns about potential "backdoor" listing implications [2][5][8]. Group 1: Acquisition Details - Slinje plans to acquire 71% of KOKAI Electronics for 1.42 billion yuan, with 857 million yuan in cash and the remainder in stock [2][4]. - KOKAI Electronics has reported higher revenue and net profit compared to Slinje, raising questions about the rationale behind the acquisition [5][6]. Group 2: Financial Performance Comparison - For 2024, Slinje's revenue is projected at 185 million yuan, a 10.14% increase, while KOKAI's revenue is expected to decline to 164 million yuan [5][6]. - KOKAI's net profit for 2024 is estimated at 100 million yuan, significantly higher than Slinje's projected 15 million yuan [5][6]. Group 3: Valuation Discrepancies - KOKAI's valuation was estimated at no less than 6.6 billion yuan during its IPO attempt, while Slinje's market cap is only 4.7 billion yuan [6][7]. - Post-acquisition, Slinje's total assets are expected to increase by 142% to 3.37 billion yuan [7]. Group 4: Industry and Business Synergy Concerns - Slinje specializes in consumer electronics testing, primarily serving the Apple supply chain, while KOKAI focuses on military-grade micro-circuit modules [10][13]. - The two companies have different customer bases, with KOKAI heavily reliant on military clients, raising doubts about potential synergies [10][13]. Group 5: Regulatory and Compliance Issues - KOKAI Electronics faced regulatory scrutiny for financial discrepancies during its IPO process, including inflated R&D costs and improper revenue recognition [16][17]. - Despite these issues, Slinje has continued to pursue the acquisition, indicating a strategic intent to penetrate the military sector [18].

Core Viewpoint - The acquisition of 71% stake in military enterprise Qingdao Kekai Electronics by Silin Jie (688115.SH) has faced significant regulatory scrutiny and market skepticism, highlighting challenges in business synergy, compliance, and the feasibility of the deal amidst a declining industry environment [2][4][9]. Group 1: Acquisition Details - The total transaction value for the acquisition is 1.42 billion yuan, with cash payment of 857 million yuan and stock payment of 563 million yuan [3]. - The share issuance price is set at 16.74 yuan per share, significantly lower than the current market price of approximately 71 yuan, indicating a potential substantial profit for the sellers [3]. Group 2: Business Synergy Concerns - The initial claim of business synergy based on both companies being in the "electronic industry" has shifted to a justification of being "upstream and downstream" partners, raising questions about the validity of this classification [4][5]. - Silin Jie primarily operates in industrial automation and is heavily reliant on the Apple supply chain, while Kekai Electronics focuses on military applications, creating a fundamental conflict in customer bases and operational compatibility [5][6]. Group 3: Compliance and Innovation Concerns - Kekai Electronics' innovation credentials are under scrutiny, as its R&D investment from 2021 to 2023 totaled 39.04 million yuan, barely meeting the minimum requirement of 5% of revenue [7][8]. - The data supporting Kekai's R&D claims has been flagged for inaccuracies by regulatory bodies, casting doubt on the integrity of the information used to justify the acquisition [8]. Group 4: Financial Performance and Industry Outlook - Kekai Electronics has committed to achieving a net profit of 90 million yuan in 2025, amidst a projected revenue drop of 46.4% in 2024 compared to 2023, raising concerns about the feasibility of these targets [9][10]. - The broader military industry is experiencing a downturn, with many comparable companies also reporting revenue and profit declines, indicating systemic challenges that could impact Kekai's performance [10].

Core Viewpoint - The article discusses the complexities and challenges of mergers and acquisitions, using the example of the acquisition of Qingdao Kekai Electronics Research Institute by Silin Jie (688115.SH), highlighting the significant valuation discrepancies and the implications of high goodwill on the acquiring company [3][4][41]. Group 1: Company Overview - Silin Jie, listed on the Sci-Tech Innovation Board in 2022, specializes in industrial automation testing instruments, with embedded intelligent instrument modules contributing over 50% of its revenue [5][6]. - Kekai Electronics is a military enterprise focused on high-reliability microcircuit modules, with applications in various military fields [9][11]. Group 2: Financial Performance - Silin Jie experienced a 30% revenue decline in 2023, with projected revenue of only 185 million in 2024, indicating a challenging financial environment [17][19]. - Kekai Electronics' revenue dropped from 308 million in 2024 to 164 million, with net profit decreasing from 167 million to 100 million, reflecting a decline of over 40% [21][22]. Group 3: Acquisition Details - The acquisition involves a significant valuation gap, with Silin Jie valued at 1.433 billion and Kekai Electronics at 2.93 billion prior to the deal, highlighting a nearly fourfold difference in valuations [24]. - The acquisition price is set at 1.42 billion, with 563 million paid in shares, leading to a dilution of Silin Jie's controlling shareholder's stake from 36.8% to 24.5% [31][32]. Group 4: Goodwill and Risks - The acquisition will result in a high goodwill of 732 million, which constitutes 21.7% of Silin Jie's total assets as of the end of 2024, raising concerns about the sustainability of this goodwill [41]. - The article notes that the acquisition's success hinges on the approval from regulatory bodies, given the high goodwill and the challenges faced by Kekai Electronics [37][41].

Group 1 - The core transaction involves Guangzhou Silin Jie Technology Co., Ltd. issuing shares and paying cash to acquire 71% of Qingdao Kekai Electronic Research Institute Co., Ltd. and raising supporting funds [15][17] - The transaction is classified as a major asset restructuring under the relevant regulations [15][17] - The total cash consideration for the transaction is set at 85.7 million yuan, with 56.3 million yuan paid in shares [17] Group 2 - The company plans to raise supporting funds not exceeding 100% of the transaction price through the issuance of shares to no more than 35 specific investors [19][21] - The funds raised will be used to cover cash consideration, intermediary fees, and related taxes [19][21] - The issuance of shares will not exceed 30% of the company's total share capital prior to the transaction [19][21] Group 3 - The independent financial advisor for the transaction is Minsheng Securities Co., Ltd. [5] - The legal advisor is Shanghai Zechang Law Firm, and the auditing firm is Xinyong Zhonghe Accounting Firm [5] - The asset evaluation was conducted using the income approach, with a valuation of 210.2 million yuan for the target company [17]

Core Viewpoint - The document provides a supplementary legal opinion regarding Guangzhou Silin Jie Technology Co., Ltd.'s issuance of shares and cash payment for acquiring 71% of Qingdao Kekai Electronics Research Institute Co., Ltd. and raising supporting funds through related transactions [1][2]. Group 1: Transaction Overview - The overall transaction plan consists of issuing shares and cash payment to acquire 71% of Kekai Electronics and raising up to 500 million yuan through issuing shares to no more than 35 specific investors [4][5]. - The total transaction price for the acquisition is 1.42 billion yuan, with 563 million yuan paid in shares and 857 million yuan in cash [5][6]. Group 2: Pricing and Issuance - The issuance price for the shares is set at 16.74 yuan per share after adjustments for dividends, which is above the minimum required price of 80% of the market reference price [6][8]. - The number of shares to be issued is calculated based on the total share payment divided by the issuance price, resulting in approximately 33.63 million shares, representing 33.53% of the post-issuance total share capital [8][9]. Group 3: Regulatory Compliance - The transaction has undergone necessary decision-making and approval processes, including resolutions from the board of directors and supervisory board, and is pending approval from the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission [10][11]. - The transaction is classified as a related party transaction due to the expected shareholding exceeding 5% by certain parties post-transaction, necessitating compliance with relevant regulations [17]. Group 4: Financial and Legal Due Diligence - The legal opinion confirms that all necessary documents and materials have been provided for the transaction, ensuring the accuracy and completeness of the information [3][4]. - The target company, Kekai Electronics, has been recognized as a high-tech enterprise, qualifying for a reduced corporate income tax rate of 15% for three years starting from 2023 [15][16]. Group 5: Assets and Liabilities - Kekai Electronics holds 22 authorized patents, including 6 defense invention patents, and has a total of 160 registered copyrights [12][13]. - As of the baseline date, Kekai Electronics reported no short-term debt and a long-term debt of approximately 99.1 million yuan [14][16].