证券代码：688051 证券简称：佳华科技 公告编号：2025-045 罗克佳华科技集团股份有限公司 2025年第一次临时股东大会决议公告 本公司董事会及全体董事保证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： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 12 月 19 日 （二） 股东大会召开的地点：山西省综改示范区太原学府园区佳华街 8 号会议 室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 70 | | --- | --- | | 普通股股东人数 | 70 | | 2、出席会议的股东所持有的表决权数量 | 46,105,908 | | 普通股股东所持有表决权数量 | 46,105,908 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比例（%） | 59.6191 | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 59.6191 | （四） 表决方式 ...

Market Performance - The IT services sector declined by 0.35% on December 10, with Jiahua Technology leading the losses [1] - The Shanghai Composite Index closed at 3900.5, down 0.23%, while the Shenzhen Component Index closed at 13316.42, up 0.29% [1] Capital Flow - On the same day, the IT services sector experienced a net outflow of 1.719 billion yuan from major funds, while retail investors saw a net inflow of 1.734 billion yuan [2] - Speculative funds had a net outflow of 15.4215 million yuan [2]

Group 1 - The stock price of Jiahua Technology (688051.SH) fell by 10.10% to 38.80 yuan, currently in a state of breaking issue [1] - Jiahua Technology was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on March 20, 2020, with an initial offering price of 50.81 yuan per share and issued 19.334 million new shares [1] - The total amount raised from the initial public offering (IPO) was 982 million yuan, with a net amount of 864 million yuan, exceeding the originally planned fundraising by 364 million yuan [1] Group 2 - The company initially planned to raise 500 million yuan for projects related to atmospheric environment AI big data system construction and big data AI research and development system [1] - The total issuance costs for the IPO amounted to 118 million yuan (excluding VAT), with underwriting and sponsorship fees of 96.343 million yuan [1]

证券之星消息，12月9日IT服务板块较上一交易日下跌1.03%，佳华科技领跌。当日上证指数报收于 3909.52，下跌0.37%。深证成指报收于13277.36，下跌0.39%。IT服务板块个股涨跌见下表： 从资金流向上来看，当日IT服务板块主力资金净流出25.59亿元，游资资金净流出1771.88万元，散户资 金净流入25.76亿元。IT服务板块个股资金流向见下表： 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成投资建议。 ...

Core Viewpoint - The importance of data security is increasingly recognized as a crucial component of national strategy amid the rapid development of the digital economy, leading to frequent capital investments in the industry. Recently, Jiahua Technology (688051) announced a major asset restructuring plan to acquire Shudun Information Technology Co., Ltd., a leading provider of network and data security solutions based on cryptography [1]. Group 1: Company Overview - Shudun Technology has focused on commercial cryptography since its establishment in 2002, developing a comprehensive product line that includes cryptographic modules, boards, systems, and customized solutions for key industries [2]. - The company adheres to the mission of "making data safer and users more secure," guided by national laws and policies related to commercial cryptography, and offers a full lifecycle service in commercial cryptography [2]. - Shudun Technology is recognized as one of the first companies to obtain commercial cryptography qualifications from national authorities and holds several prestigious titles, including "specialized, refined, distinctive, and innovative" small giant enterprise and national high-tech enterprise [2]. Group 2: Technological Innovation - Shudun Technology has established a robust technical system covering cryptographic algorithms, protocols, key management, products, applications, and evaluations, with 39 commercial cryptography product certifications and 72 authorized patents [3]. - The company promotes a collaborative ecosystem through partnerships with renowned universities and research institutions, contributing to the development of national and industry standards in the field of commercial cryptography [3]. - Shudun Technology's development trajectory exemplifies the growth of China's commercial cryptography industry, supported by continuous technological advancements and policy improvements [4].

Core Viewpoint - Jiahua Technology is undergoing a significant asset restructuring by acquiring 90% of Shudun Technology through a combination of share issuance and cash payment, aiming to enter the billion-dollar data security market after five consecutive years of losses [1][4]. Group 1: Company Performance - Jiahua Technology achieved a peak revenue of 681 million yuan and a net profit of 177 million yuan in 2020, but has since seen a decline in performance, with revenue dropping from 486 million yuan in 2021 to 300 million yuan in 2024, and a cumulative net loss exceeding 700 million yuan [1][5]. - In the first three quarters of 2025, Jiahua's revenue fell by 30.72% year-on-year to 166 million yuan, with net losses widening to 67.24 million yuan, leaving approximately 53 million yuan in cash [1][5]. Group 2: Acquisition Details - The acquisition of Shudun Technology is seen as a crucial move for Jiahua, with Shudun expected to generate 405 million yuan in revenue and have total assets of 1.476 billion yuan in 2024, both exceeding Jiahua's figures for the same period [5][6]. - Shudun Technology, established in 2002, is one of the first companies in China to receive commercial password certification from the National Cryptography Administration, holding over 40 commercial password product certificates, 68 invention patents, and 130 software copyrights [5][6]. Group 3: Market Potential - The data security market in China is projected to exceed 10 billion yuan for the first time in 2024, reaching 11.85 billion yuan, with forecasts suggesting it could approach 100 billion yuan by 2025 [6]. - If Jiahua successfully integrates Shudun Technology, it could transition from a pure IoT company to a provider of integrated "data + security" solutions, although challenges in technology integration, channel collaboration, and cultural alignment remain [6].

Core Viewpoint - JiaHua Technology (688051.SH) has resumed trading and initially hit the daily limit up, but later opened lower, indicating volatility in its stock performance following the announcement of a significant asset acquisition deal [1][2]. Group 1: Transaction Details - The company plans to acquire 90% of Shudun Technology through a combination of issuing shares and cash payments, with the final transaction price to be determined based on an asset evaluation report [1][2]. - The share issuance price for the transaction is set at 31.05 yuan per share, with the total amount of raised funds not exceeding 100% of the transaction price [2]. - The funds raised will be used for cash payments, intermediary fees, taxes, and to supplement working capital for both the company and the target company [2][3]. Group 2: Financial Performance - Shudun Technology's projected revenues for 2023, 2024, and the first half of 2025 are 340.87 million yuan, 384.40 million yuan, and 177.28 million yuan, respectively, with net profits of 67.17 million yuan, 85.26 million yuan, and 46.31 million yuan [5]. - JiaHua Technology has reported losses for four consecutive years, with revenues from 2021 to 2025 showing a declining trend, and net losses reaching 1.29 billion yuan in 2021 and 0.67 billion yuan in 2025 [6]. Group 3: Strategic Implications - The acquisition is expected to create synergies in business, technology, and customer relations, enhancing the company's product matrix and response capabilities in data security [4]. - The transaction is classified as a major asset restructuring but does not constitute a reverse listing [4].

Group 1: JiaHua Technology Acquisition - JiaHua Technology plans to acquire 90% of ShuDun Technology, which is expected to constitute a major asset restructuring, with stock resuming trading on December 8 [1][2] - The acquisition will be executed through a combination of issuing shares and cash payments, involving 49 transaction parties [2] - ShuDun Technology specializes in password technology and provides comprehensive information security solutions across various sectors, including energy and transportation [2][3] Group 2: Financial Performance of JiaHua Technology - In 2024, JiaHua Technology's revenue is projected to be 300 million yuan, a decrease of 6.81% year-on-year, with a net loss of 103 million yuan compared to a loss of 208 million yuan in the previous year [3] - For the first three quarters of 2025, the revenue is expected to be 166 million yuan, down 30.72% year-on-year, with a net loss of 67 million yuan compared to a loss of 31 million yuan in the same period last year [3] Group 3: Announcements from Other Companies - Annie Co. announced a change in its controlling shareholder to Shengshi Tianan, with a total of 92.29 million shares transferred, representing 15.92% of the company's total share capital [4][5] - ST Tianrui has terminated its plans for a change in control due to a lack of consensus among major stakeholders, with stock resuming trading on December 8 [7]

Group 1: Major Asset Restructuring - Jiahua Technology plans to acquire 90% of Shudun Technology, constituting a major asset restructuring, with stock resuming trading on December 8 [1][2] - Jiahua Technology's stock price increased over 130% from July 10 to November 6, maintaining high volatility in recent trading days [1] - The acquisition aims to enhance Jiahua Technology's product matrix and service capabilities in data security, leveraging Shudun Technology's expertise in cryptography [2][3] Group 2: Financial Performance - Jiahua Technology's revenue for 2024 is projected at 300 million yuan, a decrease of 6.81% year-on-year, with a net loss of 103 million yuan compared to a loss of 208 million yuan in the previous year [3] - For the first three quarters of 2025, Jiahua Technology's revenue is reported at 166 million yuan, down 30.72% year-on-year, with a net loss of 67 million yuan compared to a loss of 31 million yuan in the same period last year [3] Group 3: Changes in Control for Other Companies - Annie Co. announced a change in its controlling shareholder to Shengshi Tianan, with a total of 92.29 million shares transferred, representing 15.92% of the company's total share capital [4][5] - ST Tianrui has terminated its plans for a change in control due to a lack of agreement among stakeholders, with stock resuming trading on December 8 [7] - ST Tianrui's main business includes analytical testing instruments and environmental governance, with a revenue of 435 million yuan for the first three quarters of 2025, down 26.15% year-on-year [7]

Group 1: Securities Industry - The chairman of the China Securities Regulatory Commission, Wu Qing, emphasized the shift of the securities industry from merely pursuing profit and scale expansion to prioritizing functionality [2][7] - Wu outlined four key areas for service prioritization: supporting the real economy, serving investors, building a strong financial nation, and promoting high-level institutional openness [2][7] Group 2: Corporate Developments - Jiahua Technology plans a major asset restructuring to acquire 90% of Shudun Technology, a national-level "little giant" specializing in password technology and information security [2][7] - The restructuring is expected to enhance Jiahua's industrial layout and improve its sustainable operational capabilities [2][7] Group 3: Healthcare Sector - The 2025 National Medical Insurance Drug List was released, adding 114 new drugs, including 50 class 1 innovative drugs, which is expected to enhance healthcare security [2][7] Group 4: Global Economic Trends - The U.S. has released a new National Security Strategy, shifting its focus to the Western Hemisphere and redefining its economic relationship with China [3][8] - The strategy aims to bolster U.S. economic autonomy while still maintaining a confrontational stance towards China, potentially leading to geopolitical instability [3][8] Group 5: Market Dynamics - The global semiconductor market is experiencing significant growth, with October sales up 33% year-on-year and DRAM sales soaring by 90% [4][9] - The demand surge is driven by artificial intelligence, leading to a shift in production capacity that may impact consumer markets [4][9] Group 6: Monetary Policy - The market anticipates a 25 basis point interest rate cut by the Federal Reserve on December 10, with global implications for commodity prices and economic indicators [5][9]