Core Viewpoint - Wentech Technology plans to strategically exit its product integration business by selling 100% equity of Kunming Wenxin and related assets to Luxshare Precision for a cash transaction of 4.389 billion yuan, focusing resources on semiconductor business development [1][2]. Group 1: Transaction Details - The transaction price is set at 4.389 billion yuan, with the completion leading to a strategic exit from the product integration business [1][3]. - The sale includes equity and operational assets of nine target companies closely related to the product integration business [1]. - The transaction is based on the audited net value of the target assets, with valuation results derived from the income approach [3]. Group 2: Strategic Shift - The company aims to build a new development framework through strategic transformation, focusing on high-value semiconductor business and enhancing its competitive advantage in the global power semiconductor industry [2]. - The decision to divest from the product integration business is influenced by geopolitical changes and the need for business development [2]. - The company anticipates that maintaining the current state would lead to a significant decline in revenue from the product integration business by 2025 due to being placed on the U.S. Entity List [1][2]. Group 3: Market Response - Luxshare Precision has received positive feedback from clients regarding the acquisition, indicating confidence in achieving a leading position in the ODM business through management optimization and vertical integration [4].

Summary of Key Points Core Viewpoint The report outlines the significant asset sale by Wingtech Technology Co., Ltd. to Lixun Precision Industry Co., Ltd. and Lixun Communications, emphasizing the strategic shift towards focusing on semiconductor business while divesting from product integration operations. Group 1: Transaction Overview - The transaction involves the cash sale of 100% equity stakes in subsidiaries including Kunming Wenshin, Huangshi Zhitong, and others, with a total transaction price of 438,946.09 million yuan [1][2]. - The transaction is classified as a major asset restructuring and does not involve any performance compensation commitments [1][2]. - The valuation of the assets was based on audited net asset values and agreed upon by both parties [1][2]. Group 2: Financial Impact - Post-transaction, the total assets of the company are projected to decrease from 7,497,751.45 million yuan to 6,640,017.10 million yuan, reflecting an 11.44% decline [3]. - The total liabilities are expected to decrease significantly from 4,013,679.89 million yuan to 3,159,148.00 million yuan, a reduction of 21.29% [3]. - The asset-liability ratio will improve, decreasing by 5.95 percentage points, indicating enhanced asset quality [3]. Group 3: Strategic Shift - The company aims to strategically exit the product integration business, which has been adversely affected by geopolitical factors and market competition, and focus on high-value semiconductor operations [4]. - This restructuring is seen as a necessary response to changing geopolitical environments and is expected to enhance the company's core competitiveness and long-term strategic positioning [4]. Group 4: Governance and Compliance - The transaction has undergone necessary decision-making and approval processes, including reviews by the board and independent directors [5][6]. - The company has committed to strict compliance with information disclosure obligations to protect the interests of minority investors [7][8]. Group 5: Future Outlook - The restructuring is anticipated to improve the company's profitability and operational efficiency, aligning with its long-term growth strategy in the semiconductor sector [4][3]. - The company has assured that the transaction will not dilute the earnings per share, maintaining shareholder value [8].

Summary of Key Points Core Viewpoint The article discusses the major asset sale by Wingtech Technology Co., Ltd. to Luxshare Precision Industry Co., Ltd. and its subsidiary, involving the transfer of equity and business assets of several subsidiaries, which constitutes a significant asset restructuring. Group 1: Transaction Overview - The company plans to sell 100% equity of Kunming Wenshin and other subsidiaries to Luxshare Precision for cash, without issuing shares or raising funds [7][9]. - The total transaction value is approximately 4.39 billion yuan, with specific prices for each subsidiary outlined [9][12]. Group 2: Asset Details - The assets being sold include fixed assets and business asset packages from subsidiaries such as Wuxi Wingtech and India Wingtech, with detailed valuations provided [9][10]. - As of December 31, 2024, the book value of the assets from Wuxi Wingtech is 1,600.76 million yuan, and from India Wingtech is 31,122.61 million yuan [9][10]. Group 3: Legal and Regulatory Compliance - The transaction is compliant with relevant laws, including the Company Law and Securities Law, and does not constitute a related party transaction [12][14]. - The restructuring is categorized as a major asset restructuring under the regulations, with specific metrics provided to support this classification [13][14]. Group 4: Future Implications - Post-transaction, the subsidiaries will become part of Luxshare Precision, and the company will maintain its control structure, with no change in the actual controller [14][15]. - The transaction is expected to enhance operational efficiency and market positioning for both companies involved [12][14].

Core Viewpoint - Wentech Technology Co., Ltd. plans to sell its product integration business equity and business asset package, which is influenced by its inclusion in the U.S. "Entity List" leading to procurement and sales restrictions [3][10]. Financial Statements - The simulated consolidated financial statements include the simulated consolidated balance sheets for December 31, 2023, and December 31, 2024, as well as the simulated consolidated income statements for the years 2023 and 2024 [1][2]. Audit Opinion - The audit report states that the simulated financial statements fairly reflect the financial condition and operating results of the assets intended for sale as of December 31, 2023, and December 31, 2024 [2]. Key Audit Matters - Long-term asset impairment is identified as a key audit matter due to indications of impairment related to the product integration business, which has been affected by reduced business volume [3][4]. - Revenue recognition is also a key audit matter, as it significantly impacts the company's key performance indicators and requires accurate and complete recognition [4]. Management Responsibilities - The management of Wentech Technology is responsible for preparing the simulated financial statements in accordance with the specified basis and ensuring that they fairly reflect the company's financial position [5][6]. Company Overview - Wentech Technology Co., Ltd. is engaged in the manufacturing of computer, communication, and other electronic devices, as well as semiconductor manufacturing [9]. - The company primarily operates in the fields of intelligent terminal product research and manufacturing, semiconductor and new electronic component development, and optical module research and manufacturing [9]. Proposed Asset Sale - The proposed asset sale includes 100% equity of several subsidiaries and business asset packages, with a valuation date set for December 31, 2024 [10].

Core Viewpoint - The transaction involving the transfer of 100% equity of several subsidiaries from Wentech Technology Co., Ltd. to Luxshare Precision Industry Co., Ltd. does not constitute a major asset restructuring as defined by the relevant regulations [1][2] Group 1: Transaction Details - Wentech Technology plans to sell its subsidiaries, including Kunming Wenshu Information Industry Co., Ltd. and Huangshi Zhitong Electronics Co., Ltd., among others, to Luxshare Precision [1] - The transaction will be conducted in cash and involves the transfer of business asset packages from several subsidiaries [1] Group 2: Regulatory Compliance - The independent financial advisor, Huatai United Securities, confirms that the transaction does not involve a change in control of the company within the last 36 months [1] - The transaction does not involve the issuance of shares, thus maintaining the existing shareholding structure and control of the company [1][2] - The controlling shareholder remains Wentech Technology Group Co., Ltd., with Zhang Xuezheng as the actual controller, ensuring no change in control post-transaction [1]

Core Viewpoint - The company, Wingtech Technology Co., Ltd., is planning a significant asset sale to Luxshare Precision Industry Co., Ltd. and Luxshare Communications (Shanghai) Co., Ltd. involving the transfer of 100% equity in several subsidiaries and business assets, with the transaction structured as a cash deal [2][5]. Group 1: Transaction Details - The transaction involves the sale of equity and business assets from subsidiaries including Kunming Wenshu Industrial Co., Ltd., Huangshi Zhitong Electronics Co., Ltd., and others [2][4]. - The company operates in the semiconductor and product integration sectors, with a comprehensive business model that includes semiconductor chip design, wafer manufacturing, packaging testing, and communication equipment production [3][4]. Group 2: Industry Classification - The company is classified under the "Computer, Communication and Other Electronic Equipment Manufacturing" industry according to the China Securities Regulatory Commission [4][5]. - The asset sale pertains to the company's product integration business, which focuses on the research, design, and manufacturing of various electronic products, including mobile terminals and automotive electronics [4][5]. Group 3: Regulatory Compliance - The independent financial advisor has confirmed that the transaction complies with the regulatory guidelines set forth by the China Securities Regulatory Commission and does not constitute a restructuring or change in control of the company [5][6]. - The transaction is confirmed to be a cash payment and does not involve the issuance of new shares [6].

Core Viewpoint - The company is undergoing a restructuring transaction involving the transfer of 100% equity of several subsidiaries to Luxshare Precision Industry Co., Ltd. and Luxshare Communication (Shanghai) Co., Ltd. This transaction is expected to have no immediate dilution effect on the company's earnings per share [2][3]. Summary by Sections Impact on Earnings Per Share - Prior to the transaction, the company's basic earnings per share for 2024 is projected to be -2.28 CNY/share. The transaction is not expected to dilute the earnings per share as it does not involve the issuance of new shares, thus maintaining the current share capital structure [3]. Measures to Mitigate Potential Dilution - The company has established a robust corporate governance structure to protect investor interests and mitigate any potential dilution of immediate returns. This includes a well-defined operational framework among the shareholders, board of directors, and management, ensuring clear responsibilities and checks and balances [4]. - Post-transaction, the company plans to enhance operational efficiency, improve internal controls, and implement cost management strategies to further reduce operational costs [4]. Profit Distribution Policy - The company has clearly defined its profit distribution policy in accordance with regulations. After the transaction, it will continue to adhere to this policy and actively work on optimizing returns for shareholders, contingent upon meeting profit distribution conditions [5]. Commitments from Key Stakeholders - The controlling shareholders, actual controllers, and all directors and senior management have issued commitments to ensure the fulfillment of measures aimed at compensating for any potential dilution of immediate returns. These commitments include not interfering with the company's management and ensuring that no unfair benefits are provided to other entities [6]. - The commitments also stipulate that any violations leading to losses for the company or investors will result in legal accountability for the responsible parties [6]. Verification Opinion - The independent financial advisor has concluded that the transaction is not expected to result in immediate return dilution. The company has implemented specific measures to further mitigate any potential impacts, and the commitments from key stakeholders align with regulatory requirements aimed at protecting the rights of minority investors [7].

Core Viewpoint - Wingtech Technology Co., Ltd. plans to sell its product integration business, and has commissioned Shenzhen Zhonglian Asset Appraisal Co., Ltd. to estimate the market value of the equity and business asset package involved in this transaction as of December 31, 2024 [1][4][17]. Group 1: Valuation Purpose and Background - The valuation aims to provide a market value estimate for the equity and business asset package related to the product integration business that Wingtech Technology intends to sell [4][17]. - The valuation date is set for December 31, 2024, based on considerations of asset scale and required time [17]. - The valuation type is defined as market value, reflecting the fair trading value under normal conditions [17]. Group 2: Valuation Scope and Financial Data - The valuation encompasses the equity and business asset package of five companies involved in the product integration business, including subsidiaries [5][17]. - As of the valuation date, the total assets of the equity and business asset package are estimated at CNY 2,479,815,000, with total liabilities of CNY 2,040,868,920, resulting in a net asset value of CNY 438,946,090 [8][17]. - The financial performance for the year ending December 31, 2024, shows projected revenue of CNY 5,982,554,040, but a net loss of CNY 394,025,490 [8][17]. Group 3: Business Impact and Market Conditions - The decision to sell the product integration business is influenced by the U.S. Department of Commerce's inclusion of Wingtech Technology on the Entity List, which has adversely affected its business operations [8]. - The sale will be conducted as a cash transaction with Luxshare Precision Industry Co., Ltd. and Luxshare Communications (Shanghai) Co., Ltd. [8]. - The asset package includes various subsidiaries and their respective financial data, indicating a complex structure of ownership and operational assets [5][8].

Core Viewpoint - The company plans to sell its subsidiaries and business assets to Luxshare Precision and Luxshare Communications for a total cash consideration of approximately 438.95 million yuan, aiming to strategically exit the product integration business and focus on semiconductor operations, enhancing its competitive position in the global power semiconductor industry [5][10][12]. Group 1: Transaction Overview - The transaction involves the cash sale of 100% equity stakes in subsidiaries including Kunming Wenshun, Huangshi Zhitong, and others, along with business asset packages from subsidiaries such as Wuxi Wenta and India Wenta [5][6]. - The total transaction price is set at 438,946.09 thousand yuan, based on the audited net asset value of the target assets [5][10]. - The payment structure includes an initial payment of 119,624.11 thousand yuan and subsequent payments upon completion of the transaction [6][7]. Group 2: Impact on Company Operations - The company will shift its focus from product integration, which has been affected by geopolitical factors and market competition, to semiconductor business, which is expected to enhance profitability and operational efficiency [10][12][13]. - The restructuring is anticipated to lead to a significant decrease in revenue from 7,359,798.59 thousand yuan to 1,525,554.13 thousand yuan, while net profit is expected to improve from a loss of 285,794.40 thousand yuan to a profit of 134,083.96 thousand yuan [11][12]. Group 3: Financial Metrics - Post-transaction, total assets are projected to decrease from 7,497,751.45 thousand yuan to 6,640,017.10 thousand yuan, while total liabilities will drop from 4,013,679.89 thousand yuan to 3,159,148.00 thousand yuan, resulting in a reduction of the asset-liability ratio by 5.95 percentage points [11][12]. - The company aims to improve its financial quality and resource allocation efficiency through this strategic move, which aligns with its long-term growth objectives [13][14]. Group 4: Regulatory and Approval Process - The transaction has undergone necessary board approvals and is pending further regulatory approvals, including those from the China Securities Regulatory Commission [15][19]. - The company has committed to strict compliance with information disclosure obligations to protect the interests of minority investors throughout the transaction process [16][18].

Group 1 - The company plans to transfer 100% equity of several subsidiaries and business asset packages to Luxshare Precision Industry Co., Ltd. and Luxshare Communication (Shanghai) Co., Ltd. through a cash transaction [1] - The transaction does not involve the issuance of shares and will not change the company's equity structure or control [2] - The controlling shareholder remains Wenta Technology Group Co., Ltd., and the actual controller is still Zhang Xuezheng, indicating that control has not changed [2]