本所及本所律师依据《中华人民共和国证券法》《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则》等规定及本法律意见书出具之日 以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽责和诚实信用原 则，进行了充分的核查验证，保证本法律意见所认定的事实真实、准确、完整，所发 表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并承担相 | 北京总部 | 电话: (86-10) 8519-1300 | 上海分所 | 电话: (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: (86-10) 8519-1350 | | 传真: (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: (86-571) 2689-818 ...

Core Viewpoint - Wentech Technology is undergoing a strategic transformation towards becoming a pure semiconductor company, as evidenced by the successful approval of a major asset sale at the second extraordinary general meeting of shareholders on June 9, 2025, which marks a significant step in this transition [1][2]. Group 1: Strategic Transformation - The company initiated its strategic transformation in response to the U.S. entity list impact, planning to transfer equity and assets related to its product integration business to Luxshare Precision or its designated assignee [2]. - The asset sale process has progressed efficiently, with the company selling stakes in three subsidiaries in January 2025 and announcing a restructuring plan in May 2025, which includes the sale of 100% equity in five companies and business assets from three others [2]. - Following the restructuring, the company's total liabilities decreased by 8.545 billion yuan, and the debt-to-asset ratio dropped by 5.95 percentage points, significantly enhancing its solvency and cash flow [2]. Group 2: Financial Performance - The financial data supports the correctness of the restructuring strategy, with a 82.29% year-on-year increase in net profit for Q1 2025, and semiconductor business revenue reaching 3.711 billion yuan, up 8.40% year-on-year [3]. - The operating net profit for the semiconductor segment grew by 65.14%, with a gross margin of 38.32%, reflecting an increase of over 7 percentage points compared to the previous year [3]. - The company's cash reserves doubled to 9.453 billion yuan compared to the same period last year, providing strong support for R&D and capacity expansion in the semiconductor business [3]. Group 3: Social Responsibility and Industry Impact - The company effectively mitigated supply chain disruptions by transferring its business to Luxshare, which helped maintain the core supply chains of numerous international brands and supported thousands of upstream and downstream suppliers [4]. - The seamless transition of labor relations for tens of thousands of workers avoided large-scale unemployment risks, ensuring operational continuity at domestic and overseas facilities [4]. - This transaction exemplifies a win-win scenario, preserving China's competitiveness in consumer electronics manufacturing while allowing Wentech to focus resources on the semiconductor sector [4]. Group 4: Technological Advancement - Post-transformation, the company is investing heavily in technology, with a $200 million investment in the third-generation semiconductor production line, which has already begun equipment installation [5]. - New products such as 1200V SiC MOSFETs and GaN FETs were launched in Q1 2025, and revenue from logic and analog ICs increased by 20% year-on-year [5]. - The company's domestic semiconductor business revenue has shown consistent quarter-on-quarter growth, reaching 46.91% of total revenue, with a 24% year-on-year increase in Q1 2025 [5]. Group 5: Conclusion - The completion of the strategic transformation signifies a commitment to social responsibility, balancing financial recovery with the protection of employment and supply chain continuity [6][7].

Core Viewpoint - The acquisition of certain businesses from Wentech Technology by Luxshare Precision has been approved, marking a significant turning point in the consumer electronics manufacturing industry and indicating the emergence of a manufacturing giant platform [1][2]. Group 1: Transaction Details - Luxshare Precision will acquire 100% equity of multiple subsidiaries and business assets from Wentech Technology for 4.389 billion yuan, which includes operations in various locations such as Kunming, Huangshi, Shenzhen, and Hong Kong [1]. - This transaction is not merely a commercial exchange but a strategic move for both companies, with Wentech Technology focusing on the semiconductor sector post-acquisition [1]. Group 2: Impact on Luxshare Precision - The acquisition allows Luxshare Precision to gain a complete ODM R&D manufacturing system in mobile phones, tablets, laptops, and IoT, addressing its long-standing gap in integrated system R&D capabilities [2]. - Luxshare Precision's business scope will expand significantly to include a full range of computing terminal products, enhancing its ability to participate in the manufacturing of smart devices and data center servers [2]. - The company is now positioned to integrate component R&D, mainboard assembly, and software-hardware solutions, moving closer to establishing a comprehensive electronic manufacturing platform [2]. Group 3: Industry Implications - The merger of Luxshare Precision and Wentech Technology is expected to enhance resource integration and scale effects, leading to greater advantages in R&D investment and production cost control [3]. - This consolidation may accelerate industry reshuffling and upgrades, prompting more companies to innovate and expand their business in response to increasing market competition [3]. - The consumer electronics manufacturing industry is likely to undergo a new wave of transformation, with Luxshare Precision playing a crucial role in leading this change [3].

证券代码：600745 证券简称：闻泰科技 公告编号：临 2025-099 转债代码：110081 转债简称：闻泰转债 闻泰科技股份有限公司 关于本次交易相关内幕信息知情人买卖股票情况的 自查报告的公告 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。 重要内容提示： ● 根据中国证券登记结算有限责任公司出具的查询结果，经公司自查、独 立财务顾问和法律顾问核查，相关主体在自查期间买卖闻泰科技股票的行为不 属于利用内幕信息进行内幕交易的行为，不会对本次交易构成实质性法律障碍。 闻泰科技股份有限公司（以下简称"闻泰科技"或"公司"或"上市公司"） 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 ...

华泰联合证券有限责任公司 关于闻泰科技股份有限公司 本次交易相关内幕信息知情人买卖股票情况的自查报告的核查意见 闻泰科技股份有限公司（以下简称"闻泰科技"或"上市公司"）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 Mobile Communications (India) Private Ltd.的业 务资产包（以下简称"本次交易"或"本次重组"）。根据《上市公司重大资产 重组管理办法》《上市公司监管指引第7号——上市公司重大资产重组相关股票 异常交易监管》《公开发行证券的公司信息披露内容与格式准则第26号——上市 公司重大资产重组》《监管规则适用指引——上市类第1号》等法律、法规的要 求，华泰联合证券有限责任公司（以下简称"华泰联合证券"、"独 ...

北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于闻泰科技股份有限公司 重大资产出售 相关内幕信息知情人买卖股票情况的自查报告 之 核查意见 二零二五年六月 | 北京总部 | 电话: (86-10) 8519-1300 | 上海分所 | 电话: (86-21) 5298-5488 | 广州分所 | 电话: (86-20) 2805-9088 | 深圳分所 | 电话: (86-755) 2939-5288 | | --- | --- | --- | --- | --- | --- | --- | --- | | | 传真: (86-10) 8519-1350 | | 传真: (86-21) 5298-5492 | | 传真: (86-20) 2805-9099 | | 传真: (86-755) 2939-5289 | | 杭州分所 | 电话: (86-571) 2689-8188 | 成都分所 | 电话: (86-28) 6739-8000 | 西安分 ...

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-099 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 关于本次交易相关内幕信息知情人买卖股票情况的 自查报告的公告 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。 重要内容提示： ● 根据中国证券登记结算有限责任公司出具的查询结果，经公司自查、独 立财务顾问和法律顾问核查，相关主体在自查期间买卖闻泰科技股票的行为不 属于利用内幕信息进行内幕交易的行为，不会对本次交易构成实质性法律障碍。 闻泰科技股份有限公司（以下简称"闻泰科技"或"公司"或"上市公司"） 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） ...

Core Viewpoint - Wentech Technology (600745.SH) announced a share reduction plan by its second-largest shareholder, Wuxi Guolian Integrated Circuit Investment Center (Limited Partnership), which will not lead to a change in company control [1][2] Share Reduction Plan - Wuxi Guolian plans to reduce its holdings by up to 24,891,577 shares through block trading (up to 2% of total shares) and up to 12,445,788 shares through centralized bidding (up to 1% of total shares) within three months after the announcement [1] - As of the announcement date, Wuxi Guolian holds 109,137,709 shares, accounting for 8.77% of the total shares, all of which are unrestricted circulating shares [1][2] Financial Performance - In 2024, Wentech reported revenue of 73.598 billion yuan, a year-on-year increase of 20.23% [2] - The net profit attributable to shareholders was -2.833 billion yuan, compared to a profit of 1.181 billion yuan in the same period last year [2] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -3.242 billion yuan, down from 1.127 billion yuan year-on-year [2] - The net cash flow from operating activities was 4.492 billion yuan, a decrease of 22.88% year-on-year [2] Historical Fundraising Activities - In 2019, Wentech raised approximately 6.356 billion yuan through a private placement of 83,366,733 shares at a price of 77.93 yuan per share [3] - In 2020, the company raised about 5.756 billion yuan by issuing 44,581,091 shares at a price of 130.10 yuan per share [5] - In 2021, Wentech issued convertible bonds, raising a total of 8.566 billion yuan after expenses [6]

Group 1 - Aike Technology (688092.SH) shareholders plan to reduce their holdings by up to 826,906 shares, accounting for 1.00% of the total share capital within three months after 15 trading days from the announcement [1] - Aike Cyber (688719.SH) executives plan to reduce their holdings by up to 2.1927% of the total share capital, totaling 2,530,000 shares within three months after 15 trading days from the announcement [1] - Anpeilong (301413.SZ) shareholders plan to reduce their holdings by up to 2,952,058 shares, representing 3% of the total share capital [1] Group 2 - Chaohongji (002345.SZ) shareholders plan to reduce their holdings by up to 26,655,380 shares, accounting for 3% of the total share capital within three months after 15 trading days from the announcement [2] - Chunguang Technology (603657.SH) plans to reduce its holdings by up to 1,000,000 shares, representing 0.73% of the total share capital [2] - Dahongli (300865.SZ) controlling shareholder plans to reduce his holdings by 136,150 shares, accounting for 1.4230% of the total share capital [2] Group 3 - Electric Link Technology (300679.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 15,000 to 78,000 shares [2] - Guangge Technology (688450.SH) shareholders plan to reduce their holdings by a total of 990,000 shares, representing 1.50% of the total share capital [2] - Guorui Technology (300600.SZ) shareholders plan to reduce their holdings by 8,827,034 shares, accounting for 3% of the total share capital [3] Group 4 - Hailier (603639.SH) shareholders plan to reduce their holdings by up to 1,200,000 shares, representing 1% of the total share capital [3] - Haotong Technology (301026.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 20,965 to 47,250 shares [3] - Huamao Logistics (603128.SH) executives have reduced their holdings by 272,000 shares, while other executives did not reduce their holdings [3] Group 5 - Jiamei Packaging (002969.SZ) shareholders plan to reduce their holdings by a total of 9,483,239 shares, accounting for 1.00% of the total share capital [4] - Jiangsu Boyun (301003.SZ) shareholders plan to reduce their holdings by up to 971,333 shares through centralized bidding and 1,942,666 shares through block trading [4] - Jinchicken Co., Ltd. (300798.SZ) shareholders plan to reduce their holdings by 14,000,000 shares, representing 2.99% of the total share capital [4] Group 6 - Jingfang Technology (603005.SH) shareholders plan to reduce their holdings by up to 13,043,400 shares, accounting for 2% of the total share capital [5] - Jingjin Electric (688280.SH) shareholders plan to reduce their holdings through centralized bidding or block trading [5] - Kolon New Materials (920098) shareholders have not implemented reductions, while another shareholder reduced holdings by 651,667 shares, representing 0.8014% of the total share capital [5] Group 7 - Liangpinpuzi (603719.SH) shareholders plan to reduce their holdings by 4,010,000 shares, accounting for 1% of the total share capital [6] - Mike Audi (300341.SZ) executives plan to reduce their holdings by 546,350 shares, representing 0.11% of the total share capital [6] - Pinwa Food (300892.SZ) shareholders reduced their holdings by 711,300 shares, accounting for 0.72% of the total share capital [6] Group 8 - Qiu Le Seed Industry (831087.BJ) shareholders plan to reduce their holdings by up to 3,300,000 shares, representing no more than 1.9975% of the total share capital [6] - Qiu Tianwei (300939.SZ) shareholders reduced their holdings by 1,100,000 shares, accounting for 0.93% of the total share capital [6] - Rejing Bio (688068.SH) shareholders plan to reduce their holdings by 1,800,000 shares, representing 1.9416% of the total share capital [7] Group 9 - Saike Xide (688338.SH) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 250,000 to 235,000 shares [7] - Wancheng Group (300972.SZ) executives plan to reduce their holdings through centralized bidding [7] - Wentai Technology (600745.SH) shareholders plan to reduce their holdings by up to 24,891,577 shares through block trading and 12,445,788 shares through centralized bidding [7] Group 10 - Xiechuang Data (300857.SZ) executives plan to reduce their holdings by specified amounts, with individual reductions not exceeding 10,500 to 18,900 shares [8] - Xinhongze (002836.SZ) controlling shareholder reduced holdings by 1,895,300 shares, decreasing ownership from 63.74% to 62.91% [8] - Panda Dairy (300898.SZ) shareholders reduced their holdings by 884,470 shares, accounting for 0.7133% of the total share capital [8] Group 11 - Oat Technology (688312.SH) controlling shareholder plans to reduce holdings by up to 2,912,000 shares, representing no more than 2% of the total share capital [9] - Youningwei (301166.SZ) shareholders plan to reduce their holdings by 1,208,500 shares, accounting for 1.41% of the total share capital [9] - Yuhua Tian (300815.SZ) shareholders plan to reduce their holdings by up to 23,915,520 shares, representing no more than 6.00% of the total share capital [9] Group 12 - Zhangzidao (002069.SZ) shareholders plan to reduce their holdings by up to 7,111,000 shares, accounting for no more than 1% of the total share capital [9] - Zhishang Technology (301486.SZ) shareholders reduced their holdings by 1,245,300 shares, accounting for 0.9677% of the total share capital [10] - Zhongjing Electronics (002579.SZ) shareholders plan to reduce their holdings by up to 6,000,000 shares through centralized bidding or block trading [10]

Macro Dynamics - The State Council has announced the fourth national agricultural census to be conducted in 2026, focusing on rural households and agricultural production conditions [1] - The People's Bank of China will conduct a 10 trillion yuan reverse repurchase operation to maintain liquidity in the banking system, with a term of 3 months [2] Automotive Industry - The retail sales of passenger cars in China reached 1.93 million units in May, a year-on-year increase of 13%, with cumulative sales of 8.80 million units in 2023, up 9% [3] - The Ministry of Commerce emphasizes the importance of the automotive industry as a pillar of the national economy and plans to enhance policies to stimulate automotive consumption [6] Sports and Tourism - The ongoing Jiangsu Province City Football League has led to a surge in tourism, with a 305% increase in scenic area bookings from June 2 to June 8 [4] Rare Earth Exports - The Ministry of Commerce stated that China will approve export license applications for rare earths that meet regulations, emphasizing the dual-use nature of these materials [5] Financial Institutions - Citigroup announced a global simplification initiative, reducing approximately 3,500 technical staff in its global technology solutions centers, but operations in China will remain unaffected [7] Market Data - The ChiNext Index rose by 1.17%, with significant gains in CPO and computing power rental concepts, while the pharmaceutical sector experienced a pullback [8] - The financing balance of the two markets increased by 22.62 billion yuan, with the Shanghai Stock Exchange reporting a balance of 907.55 billion yuan [9] Company Dynamics - Wens Foodstuff Group reported a 14.23% year-on-year increase in pig sales revenue for May, totaling 5.32 billion yuan [12] - Yara International's supervisor is under investigation for insider trading, but the company's operations remain normal [13] - Haitai Development is planning to acquire a controlling stake in Zhixueyun Technology [14] - Wentech Technology's shareholder plans to reduce its stake by up to 3% [15]