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]

Group 1: Major Asset Restructuring - Haitai Development plans to acquire controlling stake in Zhixueyun (Beijing) Technology Co., Ltd. through cash payment, with transaction price and acquisition ratio to be further negotiated [1] - This transaction is expected to constitute a major asset restructuring upon completion, with Zhixueyun becoming a subsidiary of Haitai Development [1] Group 2: Share Acquisition - Maipu Medical has approved a plan to purchase 100% equity of Yijie Medical through a combination of issuing shares and cash payment, involving 10 transaction parties [2] Group 3: Shareholding Reduction - Wenta Technology's major shareholder, Wuxi Guolian, plans to reduce its stake by up to 3%, amounting to a maximum of 37.34 million shares [3] - Jingjin Electric's shareholders plan to collectively reduce their holdings by up to 3.25%, with specific reductions from various shareholders totaling 1.25 million shares [4] - Kaiwei Technology's major shareholder, Ganhua Science and Technology, intends to reduce its stake by up to 3% through both centralized bidding and block trading [5] Group 4: Stock Price Fluctuations - Nanhua Futures reported a 20% cumulative deviation in stock price over three trading days, confirming that there have been no significant changes in its business operations [7] - Yuyin Co. also experienced a 20% cumulative deviation in stock price, with no undisclosed significant matters affecting its operations [8] Group 5: Insider Trading Investigation - Yaqi International's supervisor, Peng Zhiyun, is under investigation for suspected insider trading, which is unrelated to the company's daily operations [6]

Core Viewpoint - The announcement details the results of the bond buyback for "Wentai Convertible Bonds" and its minimal impact on the company's financials [1] Group 1: Buyback Announcement - The buyback period for "Wentai Convertible Bonds" is from May 27, 2025, to June 3, 2025 [1] - The effective number of buyback applications is 30 bonds, amounting to a total of 3,037.50 yuan [1] - The buyback price is set at 101.25 yuan per bond, including the current interest [1] Group 2: Buyback Results and Impact - The total buyback amount is small and will not significantly affect the company's cash flow, asset status, or share capital [1] - The buyback funds will be distributed on June 6, 2025 [1] Group 3: Future Matters - Unredeemed "Wentai Convertible Bonds" will continue to be traded on the Shanghai Stock Exchange [1]

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-096 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | "闻泰转债"的回售申报期为 2025 年 5 月 27 日至 2025 年 6 月 3 日，回售 价格为 101.25 元/张。根据中国证券登记结算有限责任公司上海分公司提供的数 闻泰科技股份有限公司 关于"闻泰转债"回售结果的公告 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、本次可转债回售的公告情况 2025 年 5 月 20 日，闻泰科技股份有限公司（以下简称"公司"）披露了《关 于"闻泰转债"可选择回售的公告》（公告编号：临 2025-082），并分别于 2025 年 5 月 22 日、2025 年 5 月 28 日、2025 年 5 月 31 日披露了《关于"闻泰转债" 可选择回售的第一次提示性公告》（公告编号：临 2025-084）、《关于"闻泰转债" 可选择回售的第二次提示性公告》（公告编号：临 202 ...

证券代码：600745 证券简称：闻泰科技 公告编号：临 2025-097 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"闻泰转债"预计满足转股价格修正条件的提示性公告 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。 闻泰科技股份有限公司（以下简称"公司"）于 2021 年 7 月 28 日公开发行的 86 亿元可转换公司债券（以下简称"可转债"、"闻泰转债"）。本次触发转股价格 修正条件的期间从 2025 年 5 月 22 日起算，截至 2025 年 6 月 5 日收盘，公司股票 在连续 30 个交易日中已有 10 个交易日的收盘价低于当期转股价格 43.60 元/股的 85%，若未来公司股票价格继续满足相关条件的，将可能触发"闻泰转债"的转 股价格修正条款。 一、可转债发行上市概况 1、发行日期：2021 年 7 月 28 日 2、发行数量：8,600 万张（860 万手） 11、转股价格：初始转股价格为 96.67 元/股。2022 年 1 月 19 日，公司根据 《闻泰科技股份有限公司公开发行 ...

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-098 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 关于股东减持股份计划公告 本公司董事会、全体董事及相关股东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： | 股东名称 | 无锡国联集成电路投资中心（有限合伙） | | | | --- | --- | --- | --- | | 股东身份 | 控股股东、实控人及一致行动人 | □是 | √否 | | | 直接持股 5%以上股东 | √是 | □否 | | | 董事、监事和高级管理人员 | □是 | √否 | | | 其他： | | | | 持股数量 | 109,137,709股 | | | | 持股比例 | 8.77% | | | | 一、减持主体的基本情况 | | --- | 1 大股东持股的基本情况：本次减持计划实施前，闻泰科技股份有限公 司（以下简称"公司"）持股 5%以上股东无锡国联集成电路投资中心（有 限合伙）持 ...