| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-115 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 关于重大资产出售的进展公告 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、准确性和完整性承担法律责任。 一、交易概述 2025 年 3 月 20 日，闻泰科技股份有限公司（以下简称"公司"）召开第十 二届董事会第六次会议和第十二届监事会第三次会议，审议通过了《关于公司重 大资产出售方案的议案》等相关议案。在本次重大资产出售中，公司拟以现金交 易的方式向立讯精密工业股份有限公司及立讯通讯（上海）有限公司转让公司下 属的昆明闻讯实业有限公司、黄石智通电子有限公司、昆明智通电子有限公司、 闻泰科技（深圳）有限公司、Wingtech Group (HongKong) Limited（含PT. Wingtech Technology Indonesia）的 100%股权以及下属公司闻泰科技（无锡）有限公司、 无锡闻讯电子有限公司、Wingtech Mob ...

Group 1 - China Resources Sanjiu (华润三九) acquired 28% stake in Tianshili (天士力) to strengthen its full industry chain layout in traditional Chinese medicine [1] - Luxshare Precision (立讯精密) acquired part of the subsidiary equity of Wentai Technology (闻泰科技) to enhance its ODM resources in the Android ecosystem [1] - Zhizheng Co., Ltd. (至正股份) plans to acquire 99.97% of Advanced Packaging Materials International Ltd. to transition from rubber and plastic manufacturing to semiconductor packaging materials and specialized equipment [1] Group 2 - Since the release of the "Six Merger Rules" by the China Securities Regulatory Commission (证监会), Shenzhen's merger and acquisition market has seen a surge, with 263 new disclosed M&A transactions and a total transaction amount exceeding 57 billion yuan [1][4] - The "Six Merger Rules" aim to enhance the role of the capital market in M&A, support the injection of quality assets into listed companies, and improve investment value [2][3] - The Shenzhen Municipal Financial Office has proposed an action plan to promote high-quality development of M&A, introducing 14 innovative measures [2] Group 3 - The M&A market in Shenzhen is characterized by strong chain reinforcement, accelerated business integration among state-owned enterprises, and cross-industry mergers aiding transformation and upgrading [4] - Notable cases include China General Nuclear Power (中国广核) acquiring 100% of the subsidiary Taishan Nuclear Power, enhancing its nuclear energy project reserves and market share [4] Group 4 - Shenzhen is recognized for its unique ecological conditions supporting M&A, with over 20,000 national high-tech enterprises and more than 1,020 national specialized and innovative "little giant" companies [6] - The city has a robust private equity and venture capital fund management scale exceeding 1.5 trillion yuan, fostering a fertile environment for M&A activities [6] Group 5 - The Shenzhen Securities Regulatory Bureau has established a merger and acquisition project resource library, collecting over 500 potential M&A targets, including more than 460 specialized and innovative enterprises [7] - Future plans include enhancing the resource library and facilitating project matching and roadshows to better serve various M&A needs [7]

Group 1 - The core viewpoint of the articles highlights the surge in mergers and acquisitions (M&A) activity in Shenzhen following the release of the "Six M&A Guidelines" by the China Securities Regulatory Commission (CSRC), which aims to enhance the role of capital markets in corporate restructuring and support the integration of quality assets [1][2][3] - Since the introduction of the "Six M&A Guidelines," Shenzhen listed companies have disclosed 263 new M&A transactions, with 196 transactions revealing a total deal value exceeding 57 billion yuan [1][3] - The policies encourage companies to pursue strategic mergers and acquisitions, particularly in emerging industries, to enhance their business layouts and drive high-quality development [2][3] Group 2 - Specific examples of recent M&A activities include China Resources Sanjiu acquiring 28% of Tianshili's shares to strengthen its position in the traditional Chinese medicine sector, and Luxshare Precision acquiring part of Wentai Technology to enhance its resources in the Android ecosystem [1][3] - The articles emphasize the role of state-owned enterprises in accelerating business integration, with China General Nuclear Power Corporation acquiring 100% of the shares of Taishan Nuclear Power, which will help increase its nuclear power generation capacity and market share [3] - Shenzhen's unique ecosystem, characterized by a high concentration of high-tech enterprises and a robust private equity market, provides fertile ground for M&A activities, with over 20,000 national high-tech enterprises and more than 1.5 trillion yuan in private equity fund management [4][5] Group 3 - The establishment of the Shenzhen M&A Fund Alliance, which includes 240 participating institutions, aims to enhance collaboration among various financial entities to support M&A activities [5] - The Shenzhen Securities Regulatory Bureau is actively building a resource database for M&A projects, which currently includes over 500 potential acquisition targets, primarily focusing on specialized and innovative technology companies [5][6] - Future initiatives will include ongoing policy promotion, resource database enhancement, and targeted matchmaking events to facilitate M&A transactions [6]

Core Viewpoint - The inquiry letter from the Shanghai Stock Exchange regarding the financial disclosures of Wentai Technology Co., Ltd. for the year 2024 highlights significant financial metrics, including a substantial increase in cash reserves and foreign currency holdings, alongside the company's plans to terminate certain convertible bond projects and the sale of major assets [1]. Financial Overview - As of December 31, 2024, the company's cash and cash equivalents amounted to 7.834 billion yuan, while trading financial assets were 1.763 billion yuan, totaling 9.597 billion yuan, representing a year-on-year growth [1]. - The company reported an increase in foreign currency funds amounting to 2.713 billion yuan, which is a 146.41% increase year-on-year [1]. Debt and Interest Expenses - The company had interest-bearing liabilities totaling approximately 18.221 billion yuan, with interest expenses for the year amounting to 692.66 million yuan, resulting in an average interest rate of 3.75% [5]. - The breakdown of interest-bearing liabilities includes bonds payable at 7.953 billion yuan and bank loans at 9.662 billion yuan, with the latter accounting for 52.63% of total liabilities [5]. Cash Management and Usage - The company maintains a significant amount of cash reserves to match its monthly operational cash outflows, which average around 3.9 billion yuan [3]. - The company’s cash flow management strategy includes utilizing commercial paper for external payments, which is more cost-effective compared to the returns on cash reserves [7]. Restricted Cash and Related Party Transactions - The company clarified that its restricted cash is independently managed and not associated with its controlling shareholders or related parties, ensuring no joint or co-managed accounts exist [9][10]. - The total amount of restricted cash held by the company is 2.713 billion yuan, with specific banks and branches listed for transparency [9]. Foreign Currency Holdings - The company reported a significant increase in foreign currency holdings, primarily due to operational needs in overseas entities, including those in Europe, Hong Kong, India, and the United States [10]. - The foreign currency funds are mainly allocated for operational and investment activities, reflecting the company's international business strategy [10].

Core Viewpoint - The company received a regulatory inquiry regarding its 2024 annual report, prompting a detailed response about its financial situation, including cash holdings, debt levels, and the rationale behind its financial strategies [1]. Financial Overview - As of December 31, 2024, the company's cash and cash equivalents amounted to 78.34 billion yuan and 17.63 billion yuan in restricted cash, totaling 95.97 billion yuan, representing a year-on-year increase of 30.50% [1]. - The total balance of short-term and long-term borrowings, along with bonds payable, reached 181.29 billion yuan, with interest expenses for the period amounting to 6.93 billion yuan [1]. - The company reported a significant increase in cash held overseas, which rose by 146.41% to 27.13 billion yuan [1]. Debt Structure - The company’s interest-bearing liabilities included 795.34 million yuan in bonds payable and 966.25 million yuan in bank loans, with an average interest rate of 3.75% [4][5]. - Short-term borrowings accounted for 98.28% of total borrowings, with a significant portion being commercial acceptance bills and bank acceptance bills [5]. Cash Management Strategy - The company maintains a substantial amount of cash to match its monthly operational costs, which average around 3.9 billion yuan [3]. - The use of commercial bills for external payments is justified as it provides a lower cost of financing compared to the returns on cash management [6]. Restricted Cash and Related Party Transactions - The company clarified that its restricted cash is independently managed and not used by controlling shareholders or related parties, ensuring no joint accounts exist [10][11]. - The company has established a robust financial management system to ensure compliance with legal and regulatory requirements [11]. Overseas Cash Holdings - The increase in overseas cash holdings is attributed to the redemption of financial products and increased sales revenue from subsidiaries in Hong Kong, India, and the United States [11][15]. - The company’s overseas cash is primarily for operational needs and strategic reserves to manage uncertainties [11]. Use of Proceeds from Asset Sales - Following the termination of certain fundraising projects, the company plans to permanently supplement its working capital with approximately 28.28 billion yuan from the remaining funds [12][13]. - The proceeds from asset sales, totaling 53.6 billion yuan, will be utilized to support the company's core semiconductor business and enhance its operational capabilities [13][14].

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-114 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 关于 2024 年年度报告的信息披露监管问询函的回复公告 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、准确性和完整性承担个别及连带责任。 1、年报及前期公告显示，2024 年末公司货币资金、交易性金融资产账面余 额分别为 78.34 亿元、17.63 亿元，合计金额 95.97 亿元，同比增长 30.50%；短 期借款、长期借款、应付债券余额合计 181.29 亿元，当期利息费用 6.93 亿元。 货币资金中，银行承兑汇票保证金等受限货币资金合计 16.24 亿元，存放于境外 款项 27.13 亿元，同比增长 146.41%。2025 年 4 月，公司公告拟终止部分可转债 募投项目并将约 28.46 亿元剩余募集资金永久补流。2025 年 5 月，公司披露重 大资产出售报告书（草案），已收到交易对方支付的交易价款合计 22.87 亿元。 请公 ...

《关于闻泰科技股份有限公司 2024 年年度报告的信 息披露监管问询函》 有关财务问题回复的专项说明 关于上海证券交易所 《关于闻泰科技股份有限公司 2024 年年度报告的信息披露监管 问询函》有关财务问题回复的专项说明 众会字（2025）第 08929 号 关于上海证券交易所 上海证券交易所： 我们接受委托，审计了闻泰科技股份有限公司（以下简称"闻泰科技"或"公 司"）2024 年的年度财务报表，包括 2024 年 12 月 31 日的合并及公司资产负债 表，2024 年度的合并及公司利润表、合并及公司现金流量表、合并及公司所有者 权益变动表以及财务报表附注，并出具了众会字（2025）第 04980 号审计报告。 贵所于 2025 年 5 月 23 日收到上海证券交易所《关于闻泰科技股份有限公司 2024 年年度报告的信息披露监管问询函》（上证公函【2025】0632 号），会计 师根据问询函的要求对问询函提出的相关问题进行了核查，回复如下： 问题一：年报及前期公告显示，2024 年末公司货币资金、交易性金融资产 账面余额分别为 78.34 亿元、17.63 亿元，合计金额 95.97 亿元，同比增长 30 ...

Group 1 - The Tonghuashun Fruit Index concept declined by 1.53%, ranking among the top declines in the concept sector, with companies like Dongshan Precision, GoerTek, and Lens Technology experiencing significant drops [1][2] - Among the stocks in the Tonghuashun Fruit Index, three stocks saw price increases, with Pengding Holdings, Industrial Fulian, and Wentai Technology rising by 1.41%, 0.71%, and 0.42% respectively [1][2] - The main funds in the Tonghuashun Fruit Index concept experienced a net outflow of 1.648 billion yuan, with 18 stocks seeing net outflows, and seven stocks having outflows exceeding 100 million yuan [2] Group 2 - The top net outflow stock was GoerTek, with a net outflow of 311 million yuan, followed by Luxshare Precision, Pengding Holdings, and Dongshan Precision with net outflows of 290 million yuan, 175 million yuan, and 153 million yuan respectively [2][3] - The stocks with the highest net inflow included Industrial Fulian and Wentai Technology, with net inflows of 45.32 million yuan and 14.15 million yuan respectively [2][3] - The trading volume and price changes of various stocks were highlighted, with GoerTek down by 4.11% and a turnover rate of 3.62%, while Industrial Fulian increased by 0.71% with a turnover rate of 0.83% [2][3]

Core Viewpoint - The A-share market shows a slight decline with the Shanghai Composite Index at 3468.65 points, down by 0.11%, while the total trading volume reached 584.993 billion yuan, indicating a mixed performance in the market [1]. Group 1: Market Performance - As of 10:29 AM, the Shanghai Composite Index is at 3468.65 points, with a decrease of 0.11% [1]. - The total trading volume in the A-share market is 584.993 billion yuan [1]. Group 2: Stocks Breaking the Annual Line - A total of 46 A-shares have surpassed the annual line today, with notable stocks including Guotou Zhonglu, Jigaofazhan, and Huate Gas, showing significant deviation rates of 8.45%, 6.51%, and 4.34% respectively [1]. - Stocks with smaller deviation rates that have just crossed the annual line include Pudong Jinqiao, Hengli Petrochemical, and Zhenyou Technology [1]. Group 3: Top Stocks by Deviation Rate - The top three stocks with the highest deviation rates are: - Guotou Zhonglu (Code: 600962) with a price increase of 9.98% and a deviation rate of 8.45% [1]. - Jigaofazhan (Code: 600807) with a price increase of 10.16% and a deviation rate of 6.51% [1]. - Huate Gas (Code: 688268) with a price increase of 4.36% and a deviation rate of 4.34% [1]. Group 4: Additional Stocks with Positive Performance - Other notable stocks with positive performance include: - Jingtou Fazhan (Code: 600683) with a price increase of 4.39% and a deviation rate of 2.45% [1]. - Huaihe Energy (Code: 600575) with a price increase of 2.23% and a deviation rate of 1.96% [1]. - ST Gaosi (Code: 002848) with a price increase of 2.88% and a deviation rate of 1.65% [1]. Group 5: Stocks with Lower Deviation Rates - Stocks with lower deviation rates that have recently crossed the annual line include: - Qianyuan Qian (Code: 600189) with a price increase of 1.80% and a deviation rate of 0.82% [2]. - Sifang Stock (Code: 601126) with a price increase of 0.79% and a deviation rate of 0.72% [2]. - Wentai Technology (Code: 600745) with a price increase of 0.94% and a deviation rate of 0.66% [2].

Group 1 - Hubei listed companies are becoming the core engine for high-quality regional economic development under the innovation-driven development strategy [1][2] - As of the end of 2024, Hubei has 151 A-share listed companies with a total market value of 1.46 trillion yuan, ranking 10th and 13th nationally in terms of quantity and market value respectively [1][2] - The total R&D expenditure of Hubei listed companies reached 37.9 billion yuan in 2024, with an overall R&D investment intensity of 3.97%, significantly higher than the national average [1][4] Group 2 - Hubei's IPO fundraising amount of 3.39 billion yuan in 2024 ranks first among central provinces, indicating strong market confidence in Hubei enterprises [2] - The structure of Hubei listed companies is optimizing, with an increasing proportion of new productivity-related fields, including advanced manufacturing and biomedicine [2] - The report highlights that the successful listing of Damo Data, a leading domestic database company, marks a breakthrough in key core technology fields for Hubei [2] Group 3 - Hubei listed companies face structural challenges, including a high proportion of traditional industries and low overall securitization rates, which need attention [3] - The report suggests accelerating the cultivation of capital market entities and encouraging quality enterprises to expedite their listing process [3] Group 4 - R&D expenditure among Hubei listed companies has shown a continuous growth trend for three consecutive years, with 67,86 patents authorized in 2024, a year-on-year increase of 26.77% [4] - Seven companies have annual R&D investments exceeding 1 billion yuan, demonstrating the leading role of large enterprises in driving technological innovation [4] - The efficient cycle of "input-output" supports Hubei's goal of becoming a nationally influential technology innovation center [4] Group 5 - Hubei is leveraging its advantages as a manufacturing and industrial province to implement an industrial doubling strategy, transitioning from a "manufacturing province" to an "intelligent manufacturing strong province" [5] - The report recommends further improving the innovation mechanism and enhancing support for technology-based enterprises to boost high-quality development [5]