答：您好，公司自筹划本次重大资产重组以来，积极推进 本次交易，鉴于交易各方在对本次交易进行充分协商和谈判 后，未就交易核心条款达成一致，经公司与交易对方友好协商、 审慎研判后，公司决定终止本次发行股份及支付现金购买资产 事宜。公司未来将继续围绕战略发展规划积极寻求更好的发展 机会，有效提升公司经营业绩，切实维护广大股东利益。感谢 您的关注。 证券代码：300542 证券简称：新晨科技 新晨科技股份有限公司 投资者关系活动记录表 编号：2025-003 | | □特定对象调研 □分析师会议 | | --- | --- | | 投资者关系 | □媒体采访 □业绩说明会 | | | □新闻发布会 □路演活动 | | 活动类别 | □现场参观☑其他（终止发行股份及支付现金购买资产并募集 | | | 配套资金暨关联交易事项的投资者说明会） | | 参与单位名称及 | 线上参与公司终止发行股份及支付现金购买资产并募集配套 | | 人员姓名 | 资金暨关联交易事项的投资者说明会的全体投资者 | | 时间 | 2025 年 8 月 12 日 | | 地点 | 公司会议室、全景网"投资者关系互动平台" | | | （http: ...

Group 1: Transaction Overview - The company plans to acquire 49% of Wan You's equity for a cash payment of 1.379 billion CNY, resulting in a 75% ownership stake post-transaction [2] - Shareholders will transfer 9.89 million shares, representing 5.27% of the total share capital, to strengthen the core team's commitment [2] - The controlling shareholder will purchase shares worth no less than the transaction price within 12 months after the asset purchase agreement [2] Group 2: Financial Performance and Projections - Wan You had over 3,000 stores and a net profit of 140 million CNY from January to May this year [5] - The acquisition is expected to enhance the company's profitability and create more value for shareholders [5] - The controlling shareholder's voting rights will be fully entrusted to the actual controller, ensuring stability and cohesion within the team [5] Group 3: Operational Insights - The company's main business will remain unchanged, with a focus on consolidating and enhancing its snack food operations [3] - The company emphasizes operational efficiency and quality of new stores to ensure sustainable value contribution [8] - Future financial performance will be influenced by product structure and transportation factors, with expectations for improved operational efficiency across the supply chain [8] Group 4: Governance and Control - The actual controller holds over 58% of the voting rights, maintaining decisive influence over major decisions [7] - The controlling shareholder's reduction plan has not yet been implemented and will depend on market conditions [8]

Group 1: Company Overview - The company is a publicly listed entity under China Logistics Group, primarily engaged in integrated services for the railway industry, supply chain services, and logistics for hazardous materials [1]. - It aims to leverage its brand advantage in rail transportation to enhance comprehensive services and expand into high-end products and new product development [1]. Group 2: Strategic Planning and Execution - The company has actively responded to complex economic conditions, focusing on its core business and exiting low-profit trade operations, leading to improved operational quality and risk management [3]. - Future strategies will emphasize value creation and the implementation of the "14th Five-Year Plan" to ensure high-quality logistics transformation [3]. Group 3: Financial Performance - Despite external macroeconomic challenges and a decline in revenue and profits, the company has shown significant improvement in cash flow and risk management capabilities [4]. - The ongoing transformation has led to a more optimized business structure and enhanced asset quality [4]. Group 4: Risks and Challenges - The transition to integrated supply chain and logistics services presents challenges in risk control and digital capabilities, potentially leading to inadequate management responses to new business developments [5]. - The company plans to strengthen strategic leadership and improve internal control systems to address these challenges [5]. Group 5: International Expansion - The company is capitalizing on the "Belt and Road" initiative, focusing on overseas railway construction opportunities and establishing a professional logistics service system [6]. - Successful projects include the operation of the China-Laos Railway and the first international rail transport of large steel rails to Uzbekistan [6]. Group 6: Hazardous Materials Logistics - The company is expanding its hazardous materials logistics network through internal integration and external investments, ensuring safety in energy and chemical supply chains [6]. - It serves major clients in various industries, including energy and petrochemicals, enhancing the quality and efficiency of hazardous materials logistics [6]. Group 7: Technological Innovation - The company is increasing its investment in technology and innovation, focusing on AI applications in logistics and supply chain management [6]. - Initiatives include "AI + logistics supply chain" and "AI + railway operation maintenance," aimed at strengthening its competitive edge in the railway service sector [6].

Group 1: Company Performance and Strategy - The company has announced an investment in a production line for 3 million high-voltage glass insulators to enhance its core business competitiveness [1] - The company aims to focus on its main business while actively seeking quality acquisition opportunities to continuously improve its overall strength [2] - The company reported a profit in the previous two years but has started incurring losses this year, prompting a focus on performance improvement [1] Group 2: Termination of Major Asset Restructuring - The termination of the major asset restructuring was due to the inability of all parties to reach an agreement on key terms within the specified timeframe [3] - The company has stated that the termination will not significantly impact its existing operations and development in the glass insulator sector [2] - The company has no current plans to restart the major asset restructuring but will evaluate potential opportunities based on industry prospects and financial performance [4] Group 3: Investor Communication and Market Response - The company has adhered to information disclosure regulations and promptly fulfilled its obligations following the termination announcement [2] - There was a notable stock price fluctuation on August 6, attributed to high market expectations regarding the restructuring, which the company addressed in its announcements [4] - The company encourages investors to remain rational and aware of market risks following the recent developments [4]

Group 1: Data Center Business Growth - The overall heat in the data center industry has increased, leading to a noticeable acceleration in the company's data center business this year [1] - The company has seen a year-on-year increase in data center business growth since Q1, with a positive outlook for the entire year [1] - The data center industry is expected to benefit from AI development over the next three to five years [1] Group 2: AIDC Scenario Strategies - The surge in AI computing power demand is raising the requirements for data center construction, with a focus on modular products and integrated systems [2] - The company is developing integrated power modules that combine transformers, UPS, and distribution systems to reduce footprint and enhance power density [2] - The company aims to provide integrated solutions from multiple dimensions, including product and system integration [2] Group 3: Traditional Industry Demand Changes - Traditional industries such as finance, government, and rail transit are not expected to see rapid order demand due to capital expenditure planning, but localized deployment trends may emerge in the coming years [2] - Demand growth in these sectors is anticipated to gradually manifest over the next few years [2] Group 4: Renewable Energy Storage Business - Despite fierce competition, the renewable energy market remains broad, with emerging markets in the Middle East, Southeast Asia, and Africa continuing to show increasing demand [2] - The company is optimistic about the global renewable energy market and is actively expanding new market channels to adapt to market changes [2]

Group 1: Investment Plans - In 2025, the company plans to invest RMB 31.60 billion in fixed assets and external investments, funded through self-owned funds, bank loans, and bond issuance [2] - The fixed asset investment will primarily focus on technological upgrades, major equipment repairs, and information technology construction [2] Group 2: Core Competitiveness - The company has a strong brand advantage, recognized for its high reputation and leading products in shipbuilding, automotive, and heavy rail industries [2] - As a key national steel enterprise, it holds the top market share in railway locomotive steel, nuclear power steel, and X80 high-end pipeline steel [2] - The company leads in technological innovation with advanced processes in low-carbon metallurgy and clean steel smelting, ranking third in patent innovation index among Chinese steel enterprises [2] - Digital transformation is ongoing, with a 92.4% CNC rate in key processes, and recognized as a "Digital Pioneer" by the Ministry of Industry and Information Technology [2] - The company emphasizes green low-carbon development, supported by a comprehensive low-carbon competitiveness strategy [2] Group 3: Resource Security - The company benefits from abundant iron ore resources in the Anshan region, with domestic mining capabilities of 88 million tons/year and a leading position in iron concentrate production [3] - The overseas Karara iron ore base has an annual production capacity of 800 million tons, enhancing international trade capabilities [3] Group 4: Production and Financial Performance - In the first half of 2025, the steel industry showed some improvement compared to the same period last year, although steel prices and raw material costs continued to decline [3] - The company achieved a reduction in net profit loss by 57.46% year-on-year [3]

Group 1: Market Trends and Strategies - The company anticipates that overseas adoption of liquid cooling will accelerate, particularly in Europe and the U.S., with AI servers expected to enter the liquid cooling era by next year [1] - The company is focusing on expanding its overseas market presence, with orders already in Southeast Asia and plans to penetrate the Far East Asia-Pacific market [2] - The company has confirmed overseas order revenue of CNY 47.72 million for 2024, covering regions such as Malaysia, Singapore, Thailand, Vietnam, the Philippines, and Oman [3] Group 2: Product Development and Technology - The company offers a comprehensive liquid cooling solution, including various systems such as fluorinated and water-cooled plates, and has successfully deployed these solutions in the Middle East [4] - The company is developing products based on NVIDIA's NV72 architecture, leveraging its existing technology base for domestic market needs [2] - The liquid cooling solutions include features like rapid deployment and integration capabilities, ensuring a seamless transition from construction to operation [4] Group 3: Strategic Partnerships and Clientele - Key strategic clients include Alibaba, ByteDance, Huawei, Qinhuai, Baidu, and Tencent, with the company maintaining a healthy order situation and normal operational activities [5] - The company aims to enhance its ability to provide comprehensive solutions throughout the entire lifecycle of digital infrastructure, responding quickly to client needs [5]

Group 1: Company Overview - Feilong Automotive Parts Co., Ltd. has over 70 years of development history, focusing on thermal management systems for vehicles [3] - The company has two main development phases: before 2017 focused on automotive thermal management components, and from 2017 onwards, expanding into non-automotive markets [4] - The company operates four R&D centers and has established a national-level enterprise technology center [4] Group 2: Subsidiary Information - Zhengzhou Feilong, established in 2013, has over 330 employees and total assets of 500 million RMB, with production capabilities of 1 million electronic water pumps and 2 million temperature control valves annually [5] - Anhui Hangyi Technology, founded in July 2025 with a registered capital of 50 million RMB, specializes in non-automotive liquid cooling pumps for data centers and charging stations [6] Group 3: Financial Performance - In the first half of 2025, the company experienced a year-on-year increase in performance due to stable raw material prices, optimized product structure, and improved management [7] - The expected revenue for the second half of 2025 is optimistic, driven by new overseas projects and increased orders for new energy vehicle integrated modules [8] Group 4: Product Applications and Market - The company's products, including electronic pumps and temperature control valves, are widely used in automotive, data centers, AI cooling, and various other high-tech fields [9][14] - The company has established partnerships with over 50 overseas clients, including major automotive manufacturers [8] Group 5: Global Strategy and Expansion - The company is constructing a production base in Thailand to enhance its global strategy, aiming to mitigate trade risks and expand into Southeast Asia and Central Asia [11][12] - The company plans to deepen its market layout by leveraging its Thai base for international operations [11] Group 6: Future Development Strategy - The company aims to solidify its automotive thermal management business while expanding into new applications in various high-tech fields [14] - Plans include integrating thermal management technology with robotics and other emerging industries to create long-term growth engines [14]

Group 1: Market Trends and Price Observations - The prices of electronic components have experienced a downward trend for two consecutive years in 2023 and 2024, with most prices now at the bottom [1] - Intense price competition is accelerating the reshuffling of the upstream chip design industry and the clearing of excess capacity [1] - There is potential for quality manufacturers in the industry to raise prices, but the timing and widespread trend of such increases remain to be observed [1] Group 2: Partnerships and Collaborations - The company is a major authorized distributor for HiSilicon, promoting various IC products and has seen significant revenue growth in HiSilicon product lines in 2024 and Q1 of this year [1] - The company has received the "Gold Component Partner" certification from Ascend, aiming to leverage its distribution strength and application development capabilities to enhance Ascend AI applications, particularly in industrial inspection, intelligent color selection, autonomous mobile robots (AMR), and low-altitude aircraft [2]

Group 1: Company Overview and Market Position - The company is committed to an international strategy, with the Middle East being a key strategic market, recognized for its comprehensive business layout and largest overseas revenue scale [2][3] - The market share of high-end equipment in the Middle East has shown continuous improvement, positively impacting the company's performance [3] - The company has established a complete localized business chain in the Middle East, covering high-end equipment manufacturing, environmental services, oil and gas engineering services, and technology services [3] Group 2: Capacity and Project Developments - The company is actively advancing the construction of a new production and office base in Dubai, UAE, to better meet overseas market demands [4] - The ADNOC digital well site transformation project has signed a formal contract, with the first batch of well site transformation successfully delivered [5] - The Algeria national oil company's gas booster station project has received a letter of award, with contract discussions ongoing [5] Group 3: Natural Gas Business and Innovations - The natural gas business has become a significant growth point, with a comprehensive solution covering the entire industry chain from exploration to end-use [6][7] - The company has built a natural gas industrial park, tripling its production capacity, and is implementing measures to address capacity issues [7] - The company maintains a strong focus on innovation and quality, supported by various management system certifications [7] Group 4: Power Generation Business - The company has established Shandong Jereh Min Electric Energy Co., Ltd., focusing on gas internal combustion generator sets and related services [8] - In North America, the company has successfully launched a 35MW mobile gas turbine generator set and a 6MW version, providing reliable power solutions [8] - The company has secured new orders in the North American market for gas turbine power generation services this year [8] Group 5: On-Site Visit and Facility Overview - The on-site visit included an introduction to the geographical location, layout, and functional planning of the industrial park [9] - Key equipment such as fracturing equipment, cementing equipment, and natural gas equipment were showcased during the visit [9]