Group 1 - The company has terminated its acquisition of Shenyang Shunyi Technology Co., Ltd. for 75% equity, marking its second failed major asset restructuring this year [1][2] - The first failed acquisition was of Wuhan Minsong Technology Co., Ltd., which was also due to disagreements on transaction terms [3] - Both targeted companies had plans for independent IPOs, indicating their previous market ambitions [3] Group 2 - The company's core business, computer knitting machines, is facing cyclical challenges, with a significant 66% year-on-year drop in net profit for Q1 2025 [1][4] - In 2024, the company reported approximately 2.218 billion yuan in revenue, with over 1.9 billion yuan (86%) coming from its knitting machine business [4] - The industry is experiencing a slowdown in growth, with Q1 2025 revenue growth at only 2.73% and net profit declining by 66.46% [4] Group 3 - The company has a history of high-premium acquisitions that have not yielded expected returns, leading to significant goodwill impairments [1][5][7] - Previous acquisitions, such as the 1.4 billion yuan purchase of a 35% stake in Beifang Guangwei Technology Co., Ltd., have also resulted in losses and complications [5][6] - The company has faced challenges with multiple acquisitions since 2014, including high premium purchases that led to severe financial losses shortly after [7]

Group 1 - The company has terminated its plan to acquire 75% of Shenyang Shunyi Technology Co., Ltd., marking its second failed cross-border acquisition attempt this year [1][3] - The termination was due to a lack of agreement on certain commercial terms with some of the transaction parties [3] - The company aims to diversify its revenue streams and has been seeking new profit growth points, especially after a significant decline in net profit in the first quarter [1][5] Group 2 - In the first quarter of this year, the company's net profit decreased by 66.46%, despite a slight revenue increase of 2.73% [5] - The company's main product, computer knitting machines, contributed over half of its revenue, with projected revenue of approximately 12.47 billion yuan for 2024 [5] - The knitting machinery industry is facing challenges such as overcapacity in domestic textile production and intense price competition in emerging markets [6]

8月1日晚，慈星股份（ 300307 ）披露《关于公司终止发行股份及支付现金购买资产并募集配套资金事 项的公告》称，公司原计划通过发行股份及支付现金的方式购买沈阳顺义科技股份有限公司的75%股 份，并拟向不超过35名特定投资者发行股票募集配套资金。但经多轮协商和谈判后，公司与本次交易的 部分交易对方就部分商业条款未达成一致意见，为维护公司全体股东长期利益，公司经审慎考虑，决定 终止本次重组事项。 公告称，根据《上市公司重大资产重组管理办法》《深圳证券交易所上市公司自律监管指引第8号—重 大资产重组》等法律法规及规范性文件的规定，公司承诺自终止本次交易事项公告披露后的一个月内， 不再筹划重大资产重组事项。 "进入2025年以来，电脑横机行业一季度实现平稳开局。但受终端消费需求影响，下游企业订单量短期 内面临滞缓情况。此外，横机行业同质化竞争加剧，企业整体利润空间不断受到压缩，行业发展格局面 临深度调整。"慈星股份称，现阶段电脑横机行业韧性与压力并存，公司亟需实现新质生产力方向的转 型升级，构建企业的第二增长曲线。 此前曾终止购买资产 慈星股份曾于1月14日晚发布公告称，拟筹划发行股份及支付现金购买武汉敏声新技术 ...

Group 1 - Cixing Co., Ltd. announced the termination of its plan to acquire 75% of Shenyang Shunyi Technology Co., Ltd. due to failure to reach agreement on certain commercial terms after multiple negotiations [1] - The company committed to not planning any major asset restructuring within one month following the announcement of the termination [1] - Cixing Co., Ltd. has previously attempted to acquire Wuhan Minsong New Technology Co., Ltd. but also terminated that transaction due to disagreements on final transaction conditions [3] Group 2 - The computer knitting machine industry is facing intensified homogenization competition, leading to compressed profit margins and a need for significant adjustments in the industry landscape [2] - In Q1 2025, the computer knitting machine industry experienced stable performance, but downstream order volumes are facing short-term stagnation due to consumer demand [2] - Cixing Co., Ltd. reported a revenue of 608 million yuan in Q1 2025, a year-on-year increase of 2.73%, while its net profit attributable to shareholders decreased by 66.46% to 76.11 million yuan [3]

【导读】未达成一致意见，慈星股份终止购买资产事项 中国基金报记者 李智 筹划近两个月的交易告吹。 8 月 1 日晚间， 慈星股份 宣布终止对沈阳顺义科技股份有限公 司（以下简称顺义科技） 75% 股份的收购事项。 慈星股份终止购买资产事项 慈星股份发布公告称，公司终止发行股份及支付现金购买资产并募集配套资金事项。 慈星股份表示，自筹划本次交易以来，公司严格按照相关法律法规及规范性文件要求，积极 组织交易各方推进本次重组工作。但经多轮协商和谈判后， 公司与本次交易的部分交易对方 就部分商业条款未达成一致意见 ，为维护公司全体股东长期利益，公司经审慎考虑，决定终 止本次重组事项。 慈星股份彼时表示，该次交易将推动上市公司优化产业布局，打造第二增长曲线。交易完成 后，公司业务将拓展至国防科技行业，积极进行装备健康管理系统和智能检测设备领域的技 术研究与前瞻布局，形成新的利润增长点，实现战略转型。 公开资料显示，慈星股份主要从事针织机械的研发、生产和销售，主要产品为智能针织机械 设备。慈星股份通过外延并购方式，分别于 2015 年、 2016 年切入自动化设备与项目集成 业务、移动互联网业务。 对于公司的未来发展方向 ...

【导读】未达成一致意见，慈星股份终止购买资产事项 筹划近两个月的交易告吹。8月1日晚间，慈星股份（300307）宣布终止对沈阳顺义科技股份有限公司（以下简称顺义科技）75%股份的收购事项。 慈星股份终止购买资产事项 慈星股份发布公告称，公司终止发行股份及支付现金购买资产并募集配套资金事项。 慈星股份表示，自筹划本次交易以来，公司严格按照相关法律法规及规范性文件要求，积极组织交易各方推进本次重组工作。但经多轮协商和谈判后，公 司与本次交易的部分交易对方就部分商业条款未达成一致意见，为维护公司全体股东长期利益，公司经审慎考虑，决定终止本次重组事项。 8月1日，慈星股份召开第五届董事会第十七次会议、第五届监事会第十七次会议，审议通过了《关于公司终止发行股份及支付现金购买资产并募集配套资 金事项的议案》，同意公司终止本次交易事项。 慈星股份表示，公司终止本次交易事项是经公司审慎研究和充分论证后作出的决定，不存在公司及相关方需承担相关违约责任的情形。目前，公司生产经 营正常，未来公司将继续围绕既定的战略目标有序开展各项经营管理工作，在合适的时机与条件下积极寻求更多的发展机会，持续提升公司经营业绩，切 实维护广大股东利益 ...

Group 1 - The company announced the termination of its plan to acquire 75% of Shenyang Shunyi Technology Co., Ltd. after two months of planning due to failure to reach agreement on certain commercial terms with some counterparties [1][2] - Shunyi Technology, established in 2012, is a high-tech enterprise specializing in the research, production, and sales of equipment health management systems and intelligent detection devices, primarily serving the national defense technology sector [2][3] - The acquisition was intended to diversify the company's business and enter the defense technology industry, creating a second growth curve and enhancing profitability and core competitiveness [2][3] Group 2 - The company faces growth bottlenecks in its traditional business, which is primarily focused on the production of computerized flat knitting machines, necessitating a transformation towards new productive forces [3] - The company aims to solidify its main business while exploring new growth points in smart wearable technology and medical textiles, as well as developing new machine types [3] - As of August 1, the company's stock price was 8.17 yuan per share, with a total market capitalization of 6.489 billion yuan [4]

Group 1: Industry Overview - The current state of the computer knitting machine industry shows both resilience and pressure, with a stable start in Q1 2025 due to domestic sales policies and export demand, but facing order slowdowns due to tariff policies and consumer demand [3] - The industry is experiencing intensified homogenization competition, leading to compressed profit margins and a need for structural adjustments [3] Group 2: Financial Mechanisms - The company employs a buyer's credit model where customers pay a certain percentage as a down payment, with the remaining financed by banks under the company's guarantee, totaling a guarantee balance of ¥94.26 million, which is 2.94% of the latest audited net assets [3] - The company has had to cover overdue repayments amounting to ¥4.80 million due to customer defaults [3] Group 3: International Market Presence - The overseas market accounts for approximately 10%-15% of the company's business, primarily in Southeast Asia and emerging markets like Mexico, Russia, and Egypt [3] - The markets in Vietnam and Cambodia have seen significant growth due to domestic companies investing abroad in response to tariff policies [3] Group 4: Acquisition of Shenyang Shunyi Technology - The acquisition aims to transform and upgrade the company's production capabilities, addressing cyclical market demands and stabilizing performance [5] - Shunyi Technology holds 40 invention patents and is recognized as a high-tech enterprise, providing a strong technological foundation for collaboration [5] - The integration of technologies between the two companies can enhance innovation in automation, AI, and digital transformation [6] Group 5: Future Development Directions - The company plans to solidify its core business while exploring new product lines in smart knitting equipment and non-apparel technology sectors [7] - Future growth will focus on developing niche models like glove machines and collar machines, alongside expanding into smart wearable and medical textile fields [7]

Group 1 - Ningbo Cixing Co., Ltd. plans to acquire 75% of Shenyang Shunyi Technology Co., Ltd. through a combination of issuing shares and cash payment, with cash not exceeding 40% of the total transaction price [1] - The acquisition is part of the company's strategic plan to optimize its industrial layout and transition towards new productive forces, aiming to enhance its core competitiveness and profitability [1][4] - The target company operates in a high-growth sector related to defense technology, with significant market potential for its health management systems and intelligent detection equipment [1][4] Group 2 - The target company's projected revenues for 2023, 2024, and the first quarter of 2025 are approximately 283.92 million, 224.55 million, and 2.84 million yuan, respectively, with net profits of 27.72 million, 54.88 million, and a loss of 11.78 million yuan [3] - The target company has a strong technological advantage with 8 core technologies, 40 invention patents (including 7 defense patents), 28 utility model patents, and 81 software copyrights [4] - The target company is recognized as a national-level "little giant" enterprise, focusing on health management and intelligent detection in the defense technology sector [4] Group 3 - The share issuance price is set at 7.16 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [5] - There will be a 12-month lock-up period for the shares acquired by the transaction counterparties, with additional lock-up arrangements based on performance commitments [5]

Core Viewpoint - The company, Cixing Co., Ltd. (300307.SZ), is planning to acquire 75% of Shenyang Shunyi Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds [1][2]. Group 1: Transaction Details - The transaction involves issuing shares and cash to purchase 75% of Shenyang Shunyi Technology, with the cash portion not exceeding 40% of the total transaction price [2][3]. - The final transaction price will be determined based on an evaluation report from a qualified asset appraisal agency [2]. - The shares issued for the acquisition will be domestic RMB ordinary shares (A-shares) with a par value of RMB 1.00, and the issuance price is set at RMB 7.16 per share, which is not less than 80% of the average trading price over the previous 120 trading days [3]. Group 2: Financial Information of Target Company - Shenyang Shunyi Technology reported revenues of RMB 283.92 million, RMB 224.55 million, and RMB 2.84 million for the years 2023, 2024, and the first quarter of 2025, respectively [5]. - The net profits for the same periods were RMB 27.72 million, RMB 54.88 million, and a loss of RMB 11.78 million [5]. - As of March 31, 2025, the total assets of Shenyang Shunyi Technology were RMB 451.38 million, with total liabilities of RMB 184.78 million and equity of RMB 266.60 million [7]. Group 3: Use of Raised Funds - The funds raised from the issuance of shares will be used for cash payments in the transaction, project construction of the target company, and related taxes and intermediary fees [4].