| 证券代码：600745 | 证券简称：闻泰科技 公告编号：临 2026-020 | | --- | --- | | | 转债简称：闻泰转债 | | 转债代码：110081 | | 闻泰科技股份有限公司 关于董事会提议向下修正"闻泰转债"转股价格的公告 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： 一、可转债上市发行情况 经中国证券监督管理委员会《关于核准闻泰科技股份有限公司公开发行可 转换公司债券的批复》（证监许可[2021]2338 号）核准，公司于 2021 年 7 月 28 日公开发行 8,600 万张可转换公司债券，每张面值 100 元，发行总额 860,000 万元，发行期限 6 年。可转债票面利率为第一年为 0.10%，第二年为 0.20%， 第三年为 0.30%，第四年为 1.50%，第五年为 1.80%，第六年为 2.00%。 （一）转股价格修正条款 根据公司《募集说明书》中约定，"闻泰转债"转股价格的向下修正条款 如下： （1）修正权限及修正幅度 经上海证券交易所自律监管决定书〔2021 ...

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2026-019 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 第十二届董事会第二十六次会议决议公告 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、董事会会议召开情况 审议通过《关于向下修正"闻泰转债"转股价格的议案》 为支持公司长期稳健发展，优化公司资本结构，充分维护投资者权益，董事 会提议向下修正"闻泰转债"的转股价格，并提交股东会审议，同时提请股东会 授权董事会根据《闻泰科技股份有限公司公开发行可转换公司债券募集说明书》 中相关条款办理本次向下修正转股价格相关事宜，包括但不限于确定本次修正后 的转股价格、生效日期以及其他必要事项，并全权办理相关手续，授权有效期自 股东会审议通过之日起至修正相关工作完成之日止。 本次向下修正后的转股价格应不低于股东会召开日前二十个交易日公司股 票交易均价和前一交易日公司股票交易均价。如公司股东会召开时上述任意一个 指标高于调整前"闻泰转 ...

Core Viewpoint - Wentech Technology (600745.SH) has changed its auditing firm for the second time within a year, primarily due to significant operational challenges and the need to adapt to market conditions [2][4][8]. Group 1: Change of Auditing Firm - Wentech Technology held a temporary shareholders' meeting on February 24, 2026, to approve the change of its auditing firm to Rongcheng Accounting Firm [1][4]. - The company previously appointed PwC Zhongtian as its auditing firm for the 2025 fiscal year but decided to switch to Rongcheng due to evolving business needs and market conditions [5][6]. - The change comes after the company faced a significant operational challenge related to the control of Nexperia, which has impacted its financial performance [6][10]. Group 2: Financial Performance and Losses - Wentech Technology anticipates a substantial loss for 2025, projecting a net loss between 90 billion to 135 billion yuan, primarily due to significant investment losses and asset impairment [2][10]. - For the first three quarters of 2025, the company reported revenues of 29.769 billion yuan and a net profit of 1.513 billion yuan, reflecting a year-on-year change of -44% and +265.09%, respectively [10]. - The company is expected to recognize large amounts of investment losses and asset impairment losses, which will significantly affect its 2025 financial results [10]. Group 3: Nexperia Control Issues - Wentech Technology is currently dealing with a control dispute over Nexperia, which has led to restrictions on its operational capabilities [8][9]. - The Dutch government and judicial interventions have caused a split between Nexperia's headquarters in the Netherlands and its operations in China, contributing to a global chip supply crisis [9]. - The company is actively pursuing legal avenues to regain full control over Nexperia and is focusing on maintaining its core business operations during this challenging period [10].

Group 1 - The Supreme People's Court ruled in favor of Yuzhu Technology in a patent infringement case against Luweimei, allowing Yuzhu to proceed with its IPO plans [2] - Tencent's Yuanbao team apologized for generating inappropriate content in user-created New Year greeting cards, addressing the issue and optimizing the model [2] - Hillhouse Capital plans to reduce its stake in Gree Electric Appliances by up to 112 million shares, with proceeds used to repay bank loans, marking its first reduction since becoming the largest shareholder [3] Group 2 - WeChat introduced new features for users to quickly locate images in chats and to receive photos and files face-to-face, enhancing user experience [4] - Yonyou Network clarified that its AI products are not intended to fully replace existing software but to enhance enterprise operations, focusing on knowledge workers [5] - Blue Arrow Aerospace announced plans to conduct recovery tests for its reusable rocket, Zhuque-3, in the second quarter of this year [6][7] Group 3 - Meizu's mobile business is reportedly ceasing operations, with plans to delist by March 2026, while its FlymeAuto division will operate independently [8] - Shunhao Co. announced that its subsidiary, Treadlight, plans to mass-produce satellites and establish a large-scale space data center between 2031 and 2035 [8] - The International Star Alliance updated its organizational structure to enhance technology implementation and scene promotion in smart home and terminal industries [9] Group 4 - Wingtech Technology is actively addressing the control rights issue of Anshi Semiconductor, focusing on maintaining business stability and communication with clients [10] - NVIDIA reported a revenue of $68.127 billion for Q4 of fiscal year 2026, a 73% year-over-year increase, with a net profit of $42.96 billion, reflecting a 94% growth [11] - Jiangsu Hongwei Technology announced a price increase for IGBT and MOSFET products due to rising manufacturing costs driven by fluctuations in core metal material prices [12][13] Group 5 - TrendForce predicts that the combined capital expenditure of eight major cloud service providers will exceed $710 billion by 2026, driven by AI server investments [14] - Manycore Tech Inc. updated its prospectus, reporting a revenue of 820 million yuan in 2025, with a gross margin of 82.2% [15] - Canaan Inc. completed the acquisition of several mining assets from Cipher Mining Technologies, shifting its strategy towards systematic upstream development in the U.S. power assets [16] Group 6 - Zhiyang Innovation plans to invest 300 million yuan in Lingming Photon Technology, acquiring a stake of approximately 9.09% to 10% [17]

Core Viewpoint - The company is actively addressing the control issues related to Anshi Semiconductor and is focusing on its main business while taking necessary legal actions to protect its rights [1][3][4]. Group 1: Company Response to Control Issues - The chairman of the company stated that the domestic business of Anshi Semiconductor is developing steadily, with strong customer loyalty, and that the company is in close communication with clients [1]. - The company expressed strong dissatisfaction with the recent court ruling that did not restore its control over Anshi Semiconductor and announced plans to pursue all legal avenues to regain full governance rights [4]. Group 2: Financial Performance and Accounting Changes - The company announced a significant expected loss for the fiscal year 2025 due to investment losses and asset impairment related to Anshi Semiconductor, which will have a substantial impact on its financial performance [5]. - The company explained that the decision to change accounting firms twice in one year was based on the evolving business environment, with a focus on divesting ODM assets and transitioning to a semiconductor business model [4][5].

Group 1 - The core issue for the company is the control dispute over Anshi Semiconductor, which has caused significant market turbulence. The company is actively addressing this situation and maintaining strong communication with domestic clients [1] - The company is focusing on its main business and taking necessary legal actions to protect its rights regarding Anshi Semiconductor. The BIT (Bilateral Investment Treaty) claim will enter a communication phase until April 15 [1] - The company has faced challenges in its financial reporting due to the ongoing control issues with Anshi Semiconductor, leading to significant expected investment and asset impairment losses for the fiscal year 2025 [3] Group 2 - The company expressed disappointment over a recent ruling by the Amsterdam Enterprise Court, which did not restore its control over Anshi Semiconductor. The company plans to pursue all legal avenues to regain its governance rights [2] - The company plans to divest its ODM assets to Luxshare Precision in 2024, and has appointed different accounting firms based on its evolving business needs. The current auditor for the 2025 fiscal year is Yongcheng Accounting Firm [2] - The company anticipates that the ongoing situation with Anshi Semiconductor will complicate its accounting processes, particularly regarding asset impairment and goodwill [3]

Core Viewpoint - The company is actively addressing shareholder concerns regarding the control issue of Anshi Semiconductor and is focusing on its core business while taking legal measures to protect its rights [2][3]. Group 1: Company Response to Shareholder Concerns - At the first extraordinary shareholders' meeting in 2026, the company chairman, Yang Mu, stated that the company is actively handling the control issue of Anshi Semiconductor, which has caused significant market turbulence [2]. - The domestic business of Anshi Semiconductor is reportedly stable, with strong customer loyalty, and the company is in close communication with its clients [2]. - The company is optimizing production capacity at its Dongguan factory, with relevant equipment already in place [2]. Group 2: Legal and Financial Developments - The company is awaiting the communication period for the BIT (Bilateral Investment Treaty) claim, which can only be initiated on April 15 [2]. - The company expressed disappointment over a recent ruling by the Amsterdam Enterprise Court, which did not restore its control over Anshi Semiconductor and initiated an investigation into the company [2]. - The company plans to use all legal means to restore its legitimate control and governance rights over Anshi Semiconductor [2]. Group 3: Accounting and Financial Performance - The company explained the decision to change accounting firms twice in one year was based on the evolving business environment [3]. - For the fiscal year 2024, the company aims to divest its ODM assets to Luxshare Precision, leveraging the experience of Zhonghua Accounting Firm [3]. - Following the divestiture, the company's main business will shift to semiconductor operations, prompting the hiring of PwC Zhongtian for the 2025 audit [3]. - The company announced a significant expected loss due to investment losses and asset impairment related to Anshi Semiconductor, which will substantially impact its 2025 financial performance [3].

Core Viewpoint - The company is facing significant challenges, including a substantial expected loss for 2025 and ongoing issues related to the control of Anshi Semiconductor, which have raised concerns among shareholders [7][10]. Group 1: Audit Firm Changes - The company has changed its auditing firm twice within a year, hiring RSM China for the 2025 audit after previously appointing Zhonghua CPA for the 2024 audit [3][4]. - The changes in auditing firms are attributed to the company's evolving business environment, particularly the transition from ODM asset divestiture to a focus on semiconductor operations [5][6]. - The decision to appoint RSM China was made after the unexpected challenges faced with Anshi Semiconductor, leading to a strategic reassessment [5][6]. Group 2: Financial Performance - The company anticipates a significant net loss for 2025, estimated between negative 13.5 billion to negative 9 billion yuan, with a net profit excluding non-recurring items projected to be between negative 300 million to negative 200 million yuan [7]. - The expected losses are primarily due to asset impairment and complex accounting processes, influenced by the current situation of Anshi Semiconductor [7][10]. Group 3: Anshi Semiconductor Control Issues - A recent ruling by the Amsterdam Enterprise Court has approved an investigation into the control dispute over Anshi Semiconductor, maintaining restrictions on certain managerial actions during the investigation [9][10]. - The company is committed to exhausting all legal avenues to regain full control over Anshi Semiconductor and protect investor interests [10][11]. - Despite the challenges, the domestic operations of Anshi Semiconductor are reportedly stable, with strong customer retention and ongoing capacity optimization at the Dongguan factory [10].

Core Viewpoint - The A-share electronic industry is showing a positive trend in 2025 annual performance forecasts, with nearly 60% of the listed companies expected to achieve year-on-year profit growth, driven by industry recovery and increasing demand for computing power [1][3]. Group 1: Overall Performance Forecast - A total of 495 companies in the A-share electronic industry have been classified, with 298 companies having released their 2025 annual performance forecasts [1]. - Among the 298 companies, 166 are expected to be profitable, indicating that over half of the companies are projecting positive earnings [3]. - The companies with the highest projected net profits include Industrial Fulian, Luxshare Precision, and TCL Technology [1][3]. Group 2: Profit Forecast Breakdown - Of the 298 companies, 81 are forecasting profit increases, 15 slight increases, and 1 is expected to maintain profitability, while 32 companies are predicting losses [2]. - The net profit forecasts show that 2 companies expect to exceed 10 billion yuan, and 21 companies anticipate profits over 1 billion yuan [3]. Group 3: Key Companies and Their Forecasts - Industrial Fulian is expected to achieve a net profit of 351 to 357 billion yuan, representing a year-on-year increase of 51% to 54% [5]. - Luxshare Precision forecasts a net profit of 165.18 to 171.86 billion yuan, with a growth of 23.59% to 28.59% compared to the previous year [5]. - TCL Technology anticipates a net profit of 42.1 to 45.5 billion yuan, reflecting a significant increase of 169% to 191% year-on-year [5]. Group 4: Companies with Significant Losses - A total of 130 companies are expected to incur losses, with the largest projected losses coming from Wentai Technology, Visionox, and Hu Silicon Industry [7]. - Wentai Technology forecasts a loss of 90 to 135 billion yuan, significantly impacted by investment losses and asset impairment [9]. - Hu Silicon Industry anticipates a loss of 12.8 to 15.3 billion yuan, citing challenging market conditions in the semiconductor silicon wafer industry [9].

Core Viewpoint - The A-share electronic industry is showing signs of recovery, with nearly 60% of the 298 listed companies that have released their 2025 annual performance forecasts expected to achieve year-on-year profit growth, driven by factors such as industry recovery and increased demand for computing power [1][2]. Group 1: Performance Forecast Overview - A total of 495 companies are classified under the A-share electronic industry, with 298 having announced their 2025 annual performance forecasts [1]. - Among the 298 companies, 166 are expected to be profitable, with Industrial Fulian, Luxshare Precision, and TCL Technology leading in net profit forecasts [5]. - The performance forecast types indicate that 81 companies expect profit increases, while 30 companies anticipate profit decreases [3]. Group 2: Key Companies and Profit Forecasts - Industrial Fulian forecasts a net profit of 35.1 billion to 35.7 billion yuan for 2025, representing a year-on-year increase of 51% to 54% [8]. - Luxshare Precision expects a net profit of 16.518 billion to 17.186 billion yuan, with a growth of 23.59% to 28.59% compared to the previous year [8]. - TCL Technology anticipates a net profit of 4.21 billion to 4.55 billion yuan, reflecting a significant increase of 169% to 191% year-on-year [8]. Group 3: Loss Forecasts and Challenges - A total of 130 companies are expected to incur losses, with the largest projected losses coming from Wentai Technology, which anticipates a loss of 90 billion to 135 billion yuan [10][13]. - Hu Silicon Industry is also expected to report a loss of 12.8 billion to 15.3 billion yuan, citing challenging market conditions in the semiconductor silicon wafer industry [10][13]. - The overall market environment remains challenging, impacting the performance of companies like Hu Silicon Industry and Wentai Technology [13].