| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-151 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 （三）本次会议于 2025 年 10 月 24 日以通讯表决方式召开。 （四）本次董事会会议应当出席的董事 5 人，实际出席会议的董事 5 人（其 中：委托出席的董事 0 人，以通讯表决方式出席会议 5 人），0 人缺席会议。 第十二届董事会第二十一次会议决议公告 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 （一）闻泰科技股份有限公司（以下简称"公司"）第十二届董事会第二十 一次会议的召开符合有关法律、行政法规、部门规章、规范性文件和《公司章程》 的规定。 （二）2025 年 10 月 22 日通过邮件方式向全体董事及高级管理人员发出了 会议通知。 具体内容详见公司同日发布的《关于 2023 年股票期权激励计划预留授予第 二个行权期行权条件成就及注销部分股票期权的公告》（公告编号：临 20 ...

Core Insights - The company warns of potential risks to revenue, profit, and cash flow if control over Anshi is not restored by the end of 2025 [2] Financial Performance - The company will continue to assess and fulfill information disclosure obligations in a timely manner [2]

Core Viewpoint - The company warns of potential risks to revenue, profit, and cash flow if control over Anshi is not restored by the end of 2025 [1] Group 1 - The company reported in its third-quarter report that it may face a phase-down risk in revenue, profit, and cash flow [1] - The company will continue to assess the situation and fulfill its information disclosure obligations in a timely manner [1] - Investors are urged to evaluate risks rationally and make prudent decisions [1]

Financial Performance - The company's operating revenue for the third quarter was ¥4,427,344,010.22, a decrease of 77.38% compared to the same period last year[5] - The total profit for the quarter reached ¥1,033,155,240.85, representing a significant increase of 190.96% year-over-year[5] - The net profit attributable to shareholders was ¥1,039,702,482.54, up 279.29% from the previous year[5] - The net profit after deducting non-recurring gains and losses was ¥444,218,908.89, an increase of 122.53% compared to the same period last year[5] - The basic earnings per share for the quarter was ¥0.84, reflecting an increase of 281.82% year-over-year[6] - The diluted earnings per share was ¥0.72, up 227.27% from the previous year[6] - The weighted average return on equity increased to 2.96%, up by 2.23 percentage points compared to the previous year[6] - Total revenue for the first three quarters of 2025 was approximately ¥29.77 billion, a decrease from ¥53.16 billion in the same period of 2024, representing a decline of about 44.4%[26] - Operating profit for the first three quarters of 2025 was approximately ¥1.76 billion, compared to ¥757.36 million in 2024, indicating an increase of approximately 133.3%[27] - Net profit for the first three quarters of 2025 reached approximately ¥1.50 billion, up from ¥429.55 million in 2024, reflecting an increase of about 250.5%[27] Asset and Equity - The total assets at the end of the quarter were ¥54,381,505,394.22, a decrease of 27.47% from the end of the previous year[6] - The equity attributable to shareholders increased by 3.30% to ¥35,501,469,964.10 compared to the previous year[6] - Total current assets amounted to approximately ¥15.53 billion, compared to ¥30.94 billion in the previous year, a decrease of about 49.8%[22] - Total non-current assets were approximately ¥38.85 billion, down from ¥44.03 billion, representing a decline of about 11.5%[23] - Total liabilities decreased to approximately ¥18.41 billion from ¥40.14 billion, a reduction of about 54.1%[24] - The total equity attributable to shareholders increased to approximately ¥35.50 billion from ¥34.37 billion, an increase of about 3.3%[25] Cash Flow and Investments - The net cash flow from operating activities for the year-to-date was ¥5,422,301,325.22, an increase of 53.15% compared to the same period last year[6] - The company reported a significant increase in investment income, reaching approximately ¥546.50 million compared to ¥218.18 million in the previous year, an increase of about 150.5%[27] - The company’s cash and cash equivalents were approximately ¥1.73 billion, a decrease from ¥7.83 billion, reflecting a decline of about 77.9%[22] - The net cash flow from investing activities was CNY 2,029,901,282.05, a turnaround from a negative cash flow of CNY -842,019,918.81 in the previous period, indicating successful investment strategies[32] - The company experienced a net cash outflow from financing activities of CNY -8,956,917,412.93, compared to CNY -1,164,491,702.28 in the previous period, highlighting increased debt repayments[32] - The company reported a significant increase in cash flow from the disposal of subsidiaries and other business units, amounting to CNY 2,647,638,185.86, compared to CNY 1,150,116,706.99 in the previous period[32] Business Segments - The semiconductor business generated revenue of RMB 4.3 billion in Q3 2025, a year-on-year increase of 12.20%, with a gross margin of 34.56% and a net profit of RMB 724 million[16] - Revenue from the automotive sector within the semiconductor business grew over 26% year-on-year, contributing to a record high revenue in the Chinese market, which accounted for 49.29% of total global revenue[16] - The company launched new 80V and 100V MOSFET products, achieving mass production and delivery, with MOSFET product revenue increasing by over 13% year-on-year[18] - The product integration business saw a significant decline in revenue, totaling RMB 110 million in Q3 2025, which accounted for 2.50% of total revenue[19] - The company is in the process of divesting its product integration business, with several subsidiaries already sold and asset transfers ongoing[19] - The semiconductor business's future performance may face uncertainty due to regulatory actions affecting the company, which could lead to potential revenue and profit adjustments[20] - The company reported a threefold increase in revenue from wide bandgap and IGBT products compared to the same period last year, despite their current lower revenue share[18] - The Asian market, excluding China, experienced single-digit growth, with notable revenue increases in regions like Korea driven by new energy vehicle demand[16] - The Americas region's revenue grew approximately 14% year-on-year, supported by automotive and industrial demand[16] Tax and Refunds - The company received CNY 748,981,696.19 in tax refunds, compared to CNY 970,604,306.34 in the previous period, reflecting changes in tax policies or operational adjustments[31]

Core Viewpoint - Wintime Technology (600745) reported a significant decline in revenue for Q3 2025, while showing substantial growth in net profit compared to the previous year [1] Financial Performance - In Q3 2025, the company achieved a revenue of 4.427 billion yuan, a year-on-year decrease of 77.38% [1] - The net profit attributable to shareholders for Q3 2025 was 1.04 billion yuan, reflecting a year-on-year increase of 279.29% [1] - For the first three quarters of 2025, the total revenue was 29.769 billion yuan, down 44% year-on-year [1] - The net profit attributable to shareholders for the first three quarters was 1.513 billion yuan, which is a year-on-year increase of 265.09% [1]

闻泰科技公告，安世半导体以及安世半导体控股收到荷兰经济事务与气候政策部下达的部长令和阿姆斯特丹上诉法院企业法庭的裁决，相关事件走向和潜在影响难以具体量化，半导体业务后续能否保持前三季度良好发展势头暂时存在不确定性。若安世控制权在2025年末前无法恢复，公司可能面临收入、利润及现金流阶段性下调风险。 ...

Core Insights - The semiconductor giant Nexperia, a key supplier in the automotive industry, is facing challenges that may disrupt the global automotive supply chain [1][2] - Volkswagen has announced plans to halt production at its Wolfsburg plant, affecting popular models such as Golf, Tiguan, and Touran, with the German automotive industry potentially facing a production halt of 10 to 20 days [1] - Nexperia produces billions of chips annually and serves major automotive clients including Volkswagen, Mercedes-Benz, BMW, and Tesla, indicating its critical role in the supply chain [1] Industry Impact - The Japanese Automobile Manufacturers Association has reported that a Dutch semiconductor manufacturer has indicated potential delivery issues, which could severely impact global production for its member companies [2] - The European Automobile Manufacturers Association has warned that unresolved trade and intellectual property disputes surrounding Nexperia could lead to production interruptions for European automakers [3] - The American Automotive Innovation Alliance has expressed similar concerns regarding the potential impact on the U.S. automotive industry [3] Company Response - Nexperia's China division has stated that the recent dismissal of a senior executive by its Dutch headquarters has no legal effect in China, asserting that operations in China remain normal and unaffected by external decisions [3]

Core Points - The European Union (EU) is facing a contradictory diplomatic situation, needing China's rare earth resources for its green transition and high-end manufacturing while simultaneously attempting to suppress Chinese companies in the security domain [1] - The EU's foreign policy exhibits a confusing dual standard, as evidenced by recent events involving rare earth exports and the ASML semiconductor incident [5][9] Group 1: Rare Earth Dependency - Rare earth elements are critical for high-tech products such as electric vehicles, wind turbines, and semiconductors, with China holding approximately 37% of global rare earth reserves and over 90% of processing capacity [6] - The EU relies on China for 98% of its rare earth needs, with its own mining contributing less than 1% of global supply and virtually no refining capabilities [6] - The EU's recent announcement of new export restrictions on rare earth elements by China has led to significant delays in approval for around 2,000 applications from EU companies, with only about half receiving approval [8] Group 2: Semiconductor Industry Impact - The ASML semiconductor incident highlights the EU's contradictory approach, as the Dutch government forcibly took control of ASML, a company previously owned by a Chinese firm, leading to Chinese export restrictions on semiconductor products [8][15] - The semiconductor chips produced by ASML are essential for automotive electronic systems, and major manufacturers like BMW and Volkswagen are already experiencing supply shortages [8][15] - The EU's dual standards in handling the ASML situation have resulted in significant pressure on its automotive industry, which is a key sector of the European economy [15] Group 3: Strategic Responses and Challenges - In response to the rare earth supply crisis, the EU has introduced the Critical Raw Materials Act, aiming for 10% of metal consumption to come from European sources by 2030, but faces significant technical and environmental challenges [12] - The EU's attempts to establish an independent rare earth supply chain could take 20 to 30 years, during which it will remain reliant on Chinese supplies [12] - China's response to the EU's dual standards includes emphasizing lawful export controls while providing a "green channel" for EU companies, indicating a balanced approach to cooperation [13]

Core Viewpoint - Nexperia China asserts that the recent unilateral decision by its Dutch headquarters to dismiss John Chang from his position as VP of Global Sales and Marketing has no legal effect within China, emphasizing the company's commitment to business continuity and stability in the Chinese market [1][2][3]. Group 1: Legal Validity of the Decision - The decision made by the Dutch headquarters is deemed legally ineffective in China, as it contradicts Nexperia China's articles of association and Chinese laws, including the Company Law and Labor Contract Law [3][4][5]. - Nexperia China has confirmed through legal assessment that John Chang's employment contract remains intact, and his position as VP is still valid [6][7]. Group 2: Authority and Representation - All business activities conducted by John Chang or his authorized representatives are considered formal acts of Nexperia China, carrying full legal effect and responsibility [8][9]. Group 3: Business Operations - Nexperia China's business operations are reported to be normal and orderly, unaffected by external unilateral decisions, with a strong capability to ensure continuity and stability [10][11]. - The company emphasizes its commitment to customer interests and the stability of the supply chain, asserting that all products manufactured in China comply with local laws and quality standards [15][19][20]. Group 4: Response to External Interference - Nexperia China expresses strong opposition to the actions of certain individuals in foreign governments and the Dutch headquarters, which are seen as attempts to disrupt normal operations and undermine the company's interests [11][12][18]. - The company reserves the right to pursue legal action against any unauthorized attempts to interfere with its business operations [13].

Core Viewpoint - The recent developments regarding Nexperia's management and operations in China highlight significant tensions between the Dutch government and the Chinese subsidiary, impacting business continuity and investor confidence [1][5]. Group 1: Company Statements - Nexperia China issued a formal statement asserting that the decision made by its Dutch headquarters to remove Zhang Qiuming from his position lacks legal validity in China [1]. - The company confirmed that Zhang Qiuming's role remains unchanged and that his actions continue to represent Nexperia China [1]. - Nexperia China emphasized that all business operations are proceeding normally and are not affected by external decisions, ensuring stability and continuity [1]. Group 2: Customer Communication - Nexperia China released a bilingual letter to customers, refuting claims made by the Dutch management regarding product compliance and quality standards, which they deemed misleading [3]. - The company assured that all products manufactured and delivered in China comply with local laws and regulations, meeting established technical standards and quality requirements [3]. - Nexperia China committed to communicating any changes in product supply or production processes to customers in advance [3]. Group 3: Regulatory and Legal Context - On October 12, it was reported that Nexperia faced restrictions from the Dutch government, including a one-year freeze on its assets and operations, affecting its global entities [5]. - The Dutch court intervened to suspend the chairman of the parent company, appointing an independent director with decisive voting rights, which further complicates governance [5]. - Chinese officials expressed concerns over the impact of these measures on global supply chain stability and urged the Dutch government to resolve the situation to protect Chinese investors' rights [5].