（一）闻泰科技股份有限公司（以下简称"公司"）第十二届董事会第十二 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 5 月 21 日通过邮件方式向全体董事、监事及高级管理人员发 出了会议通知。召集人对本次会议的通知向与会董事作出了说明，与会董事同意 豁免本次董事会会议通知时限要求。 （三）本次会议于 2025 年 5 月 21 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。 闻泰科技股份有限公司 第十二届董事会第十二次会议决议公告 | 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-085 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 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《关于不向下修正"闻泰转债"转股价格的议案》 ...

Group 1 - The core point of the article is that Wentech Technology is divesting its integrated business, with a transaction price of approximately 4.389 billion yuan, to enhance its financial position and focus on the semiconductor sector [1][2] - The company plans to transfer 100% equity of several subsidiaries and business asset packages to Luxshare Precision and Luxshare Communications, marking a significant strategic shift [1][2] - Following the completion of this transaction, Wentech's total liabilities are expected to decrease by 8.545 billion yuan, and its asset-liability ratio will drop by 5.95 percentage points, improving its debt repayment capacity and cash flow [1][2] Group 2 - Wentech Technology was a leading global mobile ODM manufacturer but has faced losses in its mobile ODM business since 2022, leading to overall performance pressure [2] - The company reported a revenue of 13.099 billion yuan and a net profit of 261 million yuan in Q1 2024, with a year-on-year profit growth of 82.29% [2] - Wentech's semiconductor business generated revenue of 3.711 billion yuan in Q1 2024, reflecting a year-on-year growth of 8.40%, and the company holds a significant global competitive advantage in this sector [2]

Core Viewpoint - Wentech Technology is attempting to reverse its declining performance through a significant asset divestiture amid challenging external conditions and substantial financial losses [2][3]. Group 1: Asset Sale Details - Wentech Technology plans to sell its core product integration business to Luxshare Precision for approximately 4.4 billion RMB, encompassing nearly all of its product integration assets [2]. - The assets being sold include the entire equity of several subsidiaries and related business assets, with the total transaction price set at 4.389 billion RMB, to be paid in cash [2]. - The divestiture is a direct response to being placed on the U.S. Entity List, which has severely impacted the company's ability to secure new orders and maintain existing ones [2][3]. Group 2: Financial Performance - In 2024, Wentech Technology reported a net loss of 2.833 billion RMB, a decline of over 300% year-on-year, attributed to the impact of the Entity List [3]. - Despite achieving a total revenue of 73.598 billion RMB, the product integration business generated 58.270 billion RMB in revenue but had a low gross margin of 2.49%, while the semiconductor business, with revenue of 14.715 billion RMB, had a gross margin of 37.52% [3]. Group 3: Strategic Shift - The company aims to focus on its semiconductor business, which is expected to have better profit margins and growth potential, following the divestiture of the product integration business [4][6]. - Wentech Technology's semiconductor business is closely linked to its acquisition of Nexperia, which operates under a mature IDM model covering the entire semiconductor supply chain [6]. Group 4: Regulatory and Market Challenges - The Shanghai Stock Exchange has raised questions regarding the rationale behind the complete divestiture of the product integration business rather than selectively addressing the most affected parts [4]. - The company has faced scrutiny over the valuation of the assets being sold, particularly concerning the significant impairment provisions made prior to the sale [5]. Group 5: Future Outlook and Risks - While the semiconductor business has shown strong profitability, it has also experienced a revenue decline of 7.9% in the first half of 2024, raising concerns about its sustainability [7]. - The company carries a substantial goodwill of 21.397 billion RMB from the acquisition of Nexperia, which poses a risk of impairment if future performance does not meet expectations [7]. - Wentech Technology is also facing potential tax inquiries in India, which could lead to fines, although the company believes this will not significantly impact the asset sale [8][9].

Core Points - The company announced the implementation of a repurchase option for its convertible bonds due to significant changes in the use of raised funds [4][5] - The repurchase price for the "Wentai Convertible Bonds" is set at 101.25 RMB per bond, which includes accrued interest [5][7] - The repurchase period is from May 27, 2025, to June 3, 2025, during which the convertible bonds will stop converting into shares [5][7] Summary by Sections Repurchase Terms - The repurchase option allows bondholders to sell their bonds back to the company at face value plus accrued interest if there are significant changes in the use of raised funds [4][5] - The accrued interest for the fourth year is calculated to be 1.25 RMB per bond, leading to a total repurchase price of 101.25 RMB per bond [5][7] Repurchase Process - Bondholders can choose to repurchase part or all of their unconverted bonds during the specified repurchase period [5][8] - The repurchase application period is from May 27, 2025, to June 3, 2025, and applications must be submitted through the Shanghai Stock Exchange trading system [7][8] Trading During Repurchase Period - The "Wentai Convertible Bonds" will continue to trade during the repurchase period but will not be convertible into shares [7][8] - If the total face value of the convertible bonds falls below 30 million RMB due to repurchases, trading will continue until the end of the repurchase period [7]

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临2025-082 | | --- | --- | --- | | 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"可选择回售的公告 重要内容提示： 因回售期间可转债停止转股,本公司的相关证券停复牌情况如下： | 证券代码 | 证券简称 | 停复牌类型 | 停牌起始日 | 停牌 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | --- | --- | | | | | | 期间 | | | | 110081 | 闻泰转债 | 可转债转股停牌 | 2025/5/27 | | 2025/6/3 | 2025/6/4 | 闻泰科技股份有限公司（以下简称"公司"）2024 年年度股东大会、2025 年第 一次债券持有人会议分别审议通过了《关于变更募集资金用途并将剩余募集资金 永久补充流动资金的议案》，根据公司《公开发行可转换公司债券募集说明书》（以 回售价格：101.25 元/张（含当期应计利息） 回售期：2025 年 5 月 27 日至 2025 年 6 月 3 ...

Summary of the Conference Call for Wentech Technology Company Overview - **Company**: Wentech Technology - **Date**: May 18, 2025 Key Points Industry and Business Focus - Wentech Technology is focusing on the semiconductor industry after divesting from its product integration business, with a total transaction value of 4.389 billion yuan from the sale of five subsidiaries and three business asset packages [2][4][14] - The company aims to enhance its core semiconductor business, particularly in third-generation semiconductor products like silicon carbide and gallium nitride [3][13] Financial Performance - The asset restructuring is expected to reduce the company's debt-to-asset ratio from 53% to 47% [2][5] - In Q1 2025, the semiconductor business reported a net profit of 578 million yuan, with a gross margin of 38% and revenue of approximately 3.7 billion yuan [2][5][6] - A one-time asset impairment loss of 620 million yuan is primarily related to intangible assets of non-delivered entities, which is not expected to significantly impact future performance [2][7] Asset and Liabilities - Other receivables amount to 8.7 billion yuan, including over 5 billion yuan related to transaction prices and inter-company transactions, reflecting financial relationships with counterparties [2][8][10] - Minority interests of 470 million yuan mainly pertain to the EDA business, which remains within the company and is not part of the sale [2][9][12] Market Dynamics - The semiconductor business is benefiting from a recovery in the automotive, industrial, and consumer sectors, with a decrease in industry inventory levels [2][12][16] - The company anticipates a favorable market condition in Q2 2025, particularly in the European automotive sector and the Chinese and Japanese new energy vehicle markets [2][16] Product Development and Strategy - Wentech is actively expanding its product offerings in silicon carbide and gallium nitride, targeting automotive applications and customer certification processes [3][13] - The company plans to enhance its product line in power and analog chips, focusing on electric vehicles and AI high-power applications [19][20] Future Outlook - The company expects significant growth in its semiconductor business, driven by new product introductions and a favorable market environment [16][23] - The revenue from silicon carbide and high-voltage products is projected to increase significantly starting in the second half of 2025 and into 2026 and 2027 [21][22] Competitive Positioning - Wentech's strategy includes leveraging its existing customer base of over 25,000 and focusing on IDM (Integrated Device Manufacturer) models to enhance its market position [20][21] - The company aims to maintain a competitive edge through technological innovation and expanding its product lines [19][20] Conclusion - Wentech Technology is undergoing a significant transformation towards a pure semiconductor focus, with promising financial indicators and a strategic plan to capitalize on market recovery and new product developments [2][16][23]

Core Viewpoint - The strategic transformation of the company has entered a rapid advancement phase with the formal disclosure of the restructuring plan, driven by policy benefits, industry prosperity, and internal growth [1] Group 1: Restructuring and Strategic Focus - The company disclosed its "Major Asset Restructuring Plan" on May 16, marking a significant step in its strategic transformation since the announcement of the restructuring proposal on March 20 [2] - The company plans to transfer 100% equity of five companies and a business asset package to Luxshare Precision and its affiliates for a total transaction price of approximately 4.389 billion yuan, with an expected recovery of about 2.102 billion yuan [2] - Following the completion of the transaction, the company will fully focus on the semiconductor sector, further consolidating its leading position in the global power semiconductor first tier and enhancing profitability [2][3] Group 2: Financial Improvement and Performance - The restructuring is a proactive response to national industrial policies aimed at optimizing business structure, with the semiconductor business as the core growth engine benefiting from explosive growth in sectors like new energy vehicles and AI data centers [2] - The company reported strong Q1 2025 results with revenue of 13.099 billion yuan and a net profit of 261 million yuan, marking a year-on-year increase of 82.29% [5] - The semiconductor business showed remarkable performance with revenue of 3.711 billion yuan, a year-on-year growth of 8.40%, and a net profit of 578 million yuan, with a gross margin increase to 38.32% [5] Group 3: Industry Outlook and Technological Advancements - The power semiconductor market is expected to experience structural opportunities, with predictions indicating that the Chinese market will reach 21.2 billion USD by 2025, driven by demand growth exceeding 25% in sectors like new energy vehicles and photovoltaic energy storage [6] - The company is accelerating its layout in third-generation semiconductor technologies such as SiC and GaN, and has launched multiple third-generation and analog chips in Q1 [7] - The revenue from analog and logic IC product lines grew by 20% year-on-year, with logic IC shipments reaching a two-year quarterly peak [7]

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].

华泰联合证券有限责任公司 关于闻泰科技股份有限公司 重大资产出售 之 独立财务顾问报告 独立财务顾问 签署日期：二〇二五年五月 闻泰科技股份有限公司 独立财务顾问报告 独立财务顾问声明和承诺 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 接受闻泰科技股份有限公司（以下简称"闻泰科技"、"上市公司"或"公司"） 委托，担任本次重大资产出售（以下简称"本次交易"）的独立财务顾问，就该 事项向上市公司全体股东提供独立意见，并制作本独立财务顾问报告。 本独立财务顾问核查意见是依据《中华人民共和国公司法》、 《中华人民共和 国证券法》、 《上市公司重大资产重组管理办法》、 《上市公司并购重组财务顾问业 《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 务管理办法》 司重大资产重组》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产 重组的监管要求》和《上海证券交易所上市公司重大资产重组审核规则》等法律 法规及文件的规定和要求，以及证券行业公认的业务标准、道德规范，经过审慎 调查，本着诚实信用和勤勉尽责的态度，就本次交易认真履行尽职调查义务，对 上市公司相关的申报和披露文件 ...

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].