数年前整体出售未果的东创技术，去年以“买壳者”身份入主震安科技（300767.SZ），并推动上市公司连续收购其实控人体系内的温控资产，呈加码态势。近日公司再度公告，拟以支付现金方式收购深圳市三维机电设备有限公司（以下简称"深圳三维"）不低于51%股权，预计构成重大资产重组。
这是震安科技今年二度押注温控板块——3月，公司已斥资5100万元控股东创精艺51%股权，后者成立以来持续亏损。
自去年易主以来，震安科技的资本端压力并未松绑，6.3亿元定增尚待落地，募资拟全部用于补流还贷；控股股东以并购贷款“买壳”入局，所持股份已100%质押。主业端的收入持续萎缩、近三年连续亏损，尚未止血。杠杆压力之下，公司迅速端上来的算力温控转型成色几何，仍要不看广告看疗效。
两度押注加码算力温控，关联资产先行
公告显示，震安科技本次交易拟以现金支付，收购深圳三维不低于51%股权，交易完成后深圳三维将成为震安科技控股子公司，纳入合并报表范围，震安科技将其定位为“加码算力温控及精密制造”的重要一步。
深圳三维成立于2005年，注册资本2000万元，主营业务聚焦于散热产品、工装治具和精密零部件。其特点在于具备从设计、加工到装配的完整精密制造能力，能够满足客户定制化、规模化供货需求，产品广泛应用于通信、新能源、数据中心、医疗健康等领域，尤其在散热产品和精密零部件方面，与AI服务器、数据中心、算力基础设施建设存在耦合。
目前，公司尚未披露深圳三维的具体营收、利润和估值水平，交易价格将基于后续审计评估结果确定。
“本次交易是基于公司将算力侧的高端制造及配套产业作为公司高质量发展的第二增长曲线，为实现公司长远发展的战略规划做出的整体安排。”震安科技表示，交易完成后有利于公司进一步增强温控领域制造能力，提高核心竞争力，符合公司既定的发展战略。本次交易价款以现金方式支付，所需资金均为公司自有或自筹资金，不会对公司财务状况和经营成果产生重大不利影响。
这是今年震安科技第二度押注温控板块，跨界转型的方向主要来自新实际控制人宁花香、周建旗夫妇在东创技术体系里已经存在的温控业务资源。此前2025年06月，东创技术以 6.16 亿元收购公司原控股股东华创三鑫 100% 股权，间接持有震安科技 18.12%；同时原实际控制人李涛放弃 12% 股份表决权，并不谋求控制权。
东创技术作为控股股东关联资产，原名东创技术、东莞东创精艺，在2019至2020 年曾试图被另一家创业板上市公司科创新源（300731.SZ）整体收购，估值 6 亿元，预案披露东创精密主营塑胶结构件（手机外壳、路由器外壳、打印机外壳），客户含华为、中兴。约半年后，科创新源把收购 100% 股权降为 30% 股权，交易性质由重大资产重组改为现金收购；但仍遭交易所紧急问询，要求说明作价合理性。
折腾近一年，这次交易以“外部市场环境发生较大变化，交易各方未能在核心交易条款等方面达成一致”为由终止。
东创技术的体系自 2023 年 9 月起开始聚焦算力温控，此前已投入研发、产线和客户打样、送样及认证。上市公司自称“充分依托公司实际控制人及其控制的企业在温控产业积累资源、成果及经验”。
去年10月，震安科技完成易主，今年3月凭借关联交易切入算力温控板块：公司斥资5100万元控股东创精艺51%股权，切入数据中心、AI算力、新能源、服务器等领域的温控模组、器件及热管理解决方案。但这块资产质量并不高，专项审计报告显示，东创精艺2024年、2025年营业收入分别只有687.49万元、324.45万元，净利润分别为-449.42万元、-932.29万元，成立以来一直亏损，公司亦在公告中直言，标的规模较小，尚未盈利。
本次拟收购深圳三维51%股权，产业逻辑上的可行性是增强上游和侧翼的散热器件、散热结构件等精密零部件的制造能力，此前，已经在中游配套东创精艺的模块化设计能力，可借此跨越到算力服务器、数据中心、新能源装备的热管理领域，补强算力温控产业链。
主业持续收缩，加码有压力？
东创技术的腾挪最终从“卖身”变成了“买壳入场”，且以6.16 亿元收购震安科技控制权还背上了4.3 亿元并购贷款，控股股东目前仍100% 质押。
筹划本次交易的同时，震安科技总额6.3亿元的2026年度定增刚刚提交注册，募集资金扣除发行费用后将全部用于补充上市公司流动资金和偿还银行贷款，定增方案已于9月23日通过深交所审核，10月14日提交注册。募集说明书披露，东创数智本次认购拟通过并购贷款解决部分资金来源，并计划将所认购股份质押给交通银行深圳分行作为担保。另一边，公司测算未来三年资金缺口为6.75亿元。
这种压力源自经营基本面。工程投资节奏、项目审批和房地产下行等因素，近几年导致震安科技步入下行周期，由于主营减隔震橡胶支座生产、销售及技术咨询，主要为建筑减隔震（减隔振）领域，公司销售持续承压，近三年经营业绩连续亏损，市场销售端尚未出现实质改善，收缩明显。
目前，震安科技收入较 2023 年高峰萎缩约 24%，公司自认传统减隔震业务“增长遭遇瓶颈”，行业竞争格局重塑、产业扶持及监管政策未能如期落地。
2025年，低基数的新品类开始提供增量，但传统隔震收入2.26亿元，同比下降10.1%；传统减震1.06亿元，同比增长30.0%，主要靠抗震支吊架数量增加；震振控制0.97亿元，同比增长559.9%；核电抗震0.91亿元，同比增长49.1%。占大头的传统隔震、减震业务仍在收缩。
2026年上半年收入端压力持续：营收1.72亿元，同比下降34.5%；归母净利润491万元，虽然由亏转盈，但其中非经常性损益571万元，扣非后仍为-80万元，收缩尚未结束。
计提较大的信用和资产减值损失，是震安科技亏损的重要源头。2025年末应收账款账面余额8.33亿元，其中坏账准备高达3.27亿元，相当于每100元应收账款已有39元被认定为收不回来。坏账损失金额在2023—2025年分别为-5,375万元、-6,960万元、-6,808万元，连续三年大额计提。叠加固定资产减值，2024年为1,650万元、2025年为3,126万元，系母公司写字楼和河北震安机器设备、厂房在低产能利用率下评估减值。2025年信用与资产减值合计约1.14亿元，相当于当年营收的21.5%、归母亏损额的97%。
而另一方面，新业务的竞争同样是极度充分的，数据中心、AI服务器温控需求增长快，客户认证周期长，对交付、可靠性和成本控制要求高。从旧业务的趋势来看，公司跨界转型还需要更高的容错率：受价格与产能利用率双重挤压，三年间震安科技毛利率已由42%降至30%。一方面行业竞争加剧导致单位售价下行，2025年减震产品毛利率31.68%，已经同比下降7.86个百分点，公司解释为部分项目成交价格偏低；传统隔震毛利率仅18.1%，同比下降8.6个百分点。
尚未证明盈利能力的跨界资产，为这笔颇具杠杆色彩的转型增添了不确定性，也或是公司股价过去一年持续承压的隐忧之一。（本文首发于钛媒体APP，文丨蓝湖 ，编辑丨黄田）
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A few years ago, the whole of the unsuccessful technology was sold, and last year, as a “shell buyer”, it entered the main earthquake technology (300767.SZ) and promoted the continuous acquisition by listed companies of moderate-controlled assets within the de facto control system. In recent days, the company has announced again that it is proposed to purchase no less than 51 per cent of the shares of Shenzhen City's 3D machine and power equipment company, hereinafter referred to as Shenzhen's 3D, in cash, which is expected to constitute a major asset reorganization.
This is the second time this year that seismic technology is betting on the temperature control plate. – In March, the company had invested $51 million to control 51 per cent of its shareholders in excellence, which had sustained losses since its inception.
The capital pressure on seismic technology has not been relaxed since last year's shift, with $630 million still to be set aside to raise funds to be fully used to recapitalize the loan; holding shareholders have entered the market to buy “shells” on M & As and have already pledged 100 per cent of their shares. Income at the end of the industry continues to shrink, and losses have continued for almost three years, without stopping the bleeding. Under the pressure of leverage, the company rapidly transitioned its calculator temperature to colour geometry, and it still needed to look away from advertising for therapeutic effects.
Two-degree bet plus calibration temperature. Associated assets go first.
The announcement states that SIT is intended to pay cash for this deal, that shenzhen will have a 3-dimensional equity interest of no less than 51 per cent, that shenzhen will become a subsidiary of SIT Holdings after the transaction is completed, and that SIT will be included in the consolidated statement, and that SIT will position it as an important step in the “plus-calculation temperature control and precision manufacturing”.
Shenzhen was founded in 2005 with a registered capital of $20 million, and its main operation focuses on heat-dispersion products, working gear and sophisticated spare parts. It is characterized by complete precision manufacturing capability, from design, processing to assembly, capable of meeting customer customization and scalable supply needs, and by the extensive use of products in such areas as communications, new energy sources, data centres, medical health, especially with regard to heat-dispersion products and sophisticated parts, in connection with the construction of an AI server, data centre and computing infrastructure.
At present, the company has not disclosed the specific income, profits and valuation levels of Shenzhen, and the transaction price will be determined on the basis of the results of a follow-up audit.
“The transaction is an overall arrangement for the strategic planning of long-term corporate development based on the firm's high-end manufacturing and ancillary industries as the second growth curve for high-quality corporate development. After the transaction was completed, S&T indicated that it would be beneficial for companies to further enhance their capacity to manufacture in the field of temperature control and improve their core competitiveness, consistent with the firm's established development strategy. The current transaction price is paid in cash and the funds required are owned or self-financed by the company and do not have a significant adverse impact on its financial position and results of operations.
This is the second time this year that earthquake technology is betting on the temperature control plate, and the direction of the cross-border transition is mainly from the sources of temperature control that are already available in the East African technology system for the new de facto controlr, the Zhou Zhou Zhou Ziang Zhou. Prior to that, in June 2025, the original controlling shareholders of the company were acquired with $616 million, with 100 per cent equity and indirect holdings of 18.12 per cent of seismic technology; and the former controlr, Li Tao, renounced 12 per cent of the voting rights and did not seek control.
As an asset associated with holding shareholders, Tung-tung, formerly known as Dong-tai, and Dong-tung Quan Quan Quan, tried to be acquired in 2019 to 2020 by another entrepreneurial board-listed corporate innovation source (300731.SZ) as a whole, valuing $600 million, with a forecast of the exact plastic structure of the East-North main camp (cell phone shell, router shell, printer shell) and a customer of Chinese and Chinese. Some six months later, innovative sources reduced the acquisition of 100 per cent of their equity to 30 per cent, and the nature of the transaction was changed from a major asset reorganization to a cash acquisition; however, it was urgently asked by the exchange to justify the price.
For almost a year, the transaction was terminated on the grounds that “the external market environment has changed considerably and the parties to the transaction have failed to agree on, inter alia, the terms of the core transaction”.
Since September 2023, the system has focused on temperature control, prior to its launch into research and development, product lines and customer sampling, delivery and certification. The listed company claims to be “fully dependent on its actual controllers and the firms under their control to accumulate resources, results and experience in the temperate industry”.
In October of last year, Seismic Technology completed the switch, and in March of this year, linked trades were used to access the calculus temperature control plate: the company spent $51 million to control 51 per cent of shareholders’ precision and access to temperature control modules, devices and heat management solutions in data centres, AI algorithms, new energy sources, servers, etc. However, this asset was of low quality, and the special audit report showed that income from the operation was only $6.874 million in 2024 and $3.24 million in 2025, with net profits of $44.94 million and $93.229 million respectively, which had been in deficit since its inception, and that the company had stated in its bulletin that the target was small and unprofitable.
The proposed acquisition of 51 per cent of Shenzhen ' s 3-dimensional shares is logically feasible for industry to enhance the manufacturing capacity of sophisticated parts, such as upper and flank radiators, heat-dispersion structures and so forth, prior to the introduction of a modular design capability that would enable it to bridge the field of heat management of computing servers, data centres, and new energy equipment, to supplement the chain of computing and temperature control.
The main industry is shrinking.
The move from “selling up” to “buy-a-shelling” and the acquisition of earthquake technology control for $616 million has led to the purchase of $430 million in loans, and holding shareholders are still 100 per cent pledged.
At the same time as the transaction was planned, the 2026 increase in the amount of $630 million in earthquake science and technology has just been submitted for registration, and the collection of funds, after deducting the cost of issuance, will be fully used to supplement the liquidity of listed companies and to repay bank loans. The solicitation statement disclosed that the current subscription was intended to address some of the sources of funding through M & As loans and that it was planned to guarantee the pledge to the transport bank Shenzhen branch. On the other hand, the company estimates a shortfall of $675 million over the next three years.
This pressure stems from the fundamentals of business. In recent years, the pace of investment in the project, project approvals and the downswing in real estate have led to a downswing in earthquake science and technology. This has been marked by a substantial improvement and contraction in the marketing end of the market, owing to the main operation, the production, marketing and technical advice of the earthquake-resilient rubber booths, mainly in the area of building-resilient shocks (insulations), the continued underperformance of company sales, and the continuous loss of business performance over the past three years.
At present, income from earthquake science and technology is about 24 per cent smaller than the peak in 2023, with companies claiming that traditional seismic reduction “growth bottlenecks” and industrial competition patterns, industrial support and regulatory policies have fallen short of expectations.
In 2025, new products with low base levels began to provide an increase, but traditional seismic income was 226 million yuan, a decrease of 10.1 per cent over the same period; traditional shock reduction was 106 million yuan, an increase of 30.0 per cent over the same period, relying mainly on an increase in the number of anti-earthquake slings; seismic control was 97 million yuan, an increase of 559.9 per cent over the same period; and nuclear resistance was 901 million yuan, an increase of 49.1 per cent over the same period. Traditional seismological and seismic operations, which dominate, continue to contract.
Income pressure continued in the first half of 2026: $172 million was collected, a 34.5 per cent decrease over the same period, and the net profit due to the mother was $4.91 million, a loss of $5.71 million, or minus $0.8 million, and the contraction had not yet ended.
Large credit and asset impairment losses are important sources of damage to science and technology. The balance of accounts receivable at the end of 2025 was $833 million, of which bad debts amounted to $327 million, equivalent to $39 per $100 of accounts receivable that had been deemed uncollected. The amount of bad debt losses in 2023-2025 was 53.75 million, 69.6 million and 68.08 million, respectively, and was raised in large amounts for the third consecutive year. In addition to the impairment of fixed assets, 16.5 million yuan in 2024 and 31.26 million yuan in 2025, the impairment is assessed under low capacity utilization at the parent company's writing building and the Hebei earthquake machine equipment. The total credit-to-assets impairment in 2025 was approximately $114 million, equivalent to 21.5 per cent of the income received in that year and 97 per cent of the loss to the mother.
On the other hand, competition for new business is also extremely adequate, data centres, AIS servers are growing rapidly, customer certification cycles are long, and delivery, reliability and cost controls are high. In the light of the trend in old business, the cross-border transformation of companies also requires higher error tolerance: Under the double pressure of prices and capacity utilization, the science and technology Māori rate has dropped from 42 per cent to 30 per cent in three years. On the one hand, increased competition in the industry led to lower unit prices, with 31.68 per cent of the earthquake-mitigated products having decreased by 7.86 percentage points in 2025, and companies explaining that part of the project was under-priced; the traditional sequestered Māori rate was only 18.1 per cent and 8.6 percentage points less.
Cross-border assets that have yet to prove profitability add uncertainty to this leveraged transformation, or are one of the concerns that corporate stock prices have been under pressure over the past year. (This article was first sent to titanium media AP, Manning Blue Lake, editor of Hwangta)
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