Core Viewpoint - The company has submitted an application for issuing H-shares and listing on the Hong Kong Stock Exchange on May 30, 2025 [1] Group 1 - The application materials are in draft form and may be updated or changed over time [1] - The company will not publish the application materials on domestic stock exchange websites or media that meet regulatory requirements [1] - A link to the application materials on the Hong Kong Stock Exchange website is provided for domestic investors to access relevant information [1]

Group 1 - The company, Jiewa Microelectronics Co., Ltd., has submitted a listing application to the Hong Kong Stock Exchange [1]

证券代码：688141 证券简称：杰华特 杰华特微电子股份有限公司 2025 年第一次临时股东大会会议材料 会议召开时间：2025 年 6 月 6 日 杰华特微电子股份有限公司 2025 年第一次临时股东大会会议材料 目 录 | 杰华特微电子股份有限公司 | 年第一次临时股东大会会议须知 3 | 2025 | | --- | --- | --- | | 杰华特微电子股份有限公司 | 年第一次临时股东大会会议议程 6 | 2025 | | 杰华特微电子股份有限公司 | 年第一次临时股东大会会议议案 8 | 2025 | | 议案：关于变更公司注册地址并修订《公司章程》及《公司章程（草案）》 | | | | （H | 股发行并上市后适用）的议案 8 | | 2 杰华特微电子股份有限公司 2025 年第一次临时股东大会会议材料 杰华特微电子股份有限公司 2025 年第一次临时股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和国 证券法》（以下简称"《证券法》"）《上市公司股东会规则》以及《杰华特微 电子股份有限 ...

Core Viewpoint - Jiewater is seeking to address operational challenges post-IPO by planning a 318.74 million yuan acquisition of Nanjing Tianyi Hexin Electronics to enhance its semiconductor business and improve profitability [1][5] Group 1: Acquisition Details - Jiewater plans to acquire a total of 40.89% equity in Tianyi Hexin for approximately 318.74 million yuan, with the acquisition split between direct and indirect purchases [1][3] - The direct acquisition involves purchasing 29.74% equity from 10 institutional shareholders at a valuation of about 1.066 billion yuan, while the indirect acquisition involves 11.15% equity from management at a valuation of approximately 778 million yuan [3][4] - The acquisition includes a unique dual valuation structure, with the external shareholders' equity priced based on "investment principal + simple interest," ensuring returns even before profitability [3][4] Group 2: Financial Performance and Projections - Tianyi Hexin is projected to generate 200 million yuan in revenue for 2024, with a net loss of approximately 43.76 million yuan, although it turned profitable in Q1 2025 with revenue of 50.04 million yuan [6][5] - Jiewater's revenue for 2024 is expected to be heavily reliant on power management chips, with signal chain chip revenue accounting for less than 2% and a gross margin of -1.66% [6][1] - The acquisition aims to enhance Jiewater's product offerings and market competitiveness, leveraging Tianyi Hexin's customer channels and shared supply chain resources [6][5] Group 3: Strategic Implications - The acquisition is seen as a strategic move to optimize Jiewater's signal chain business and improve overall performance amid a challenging semiconductor market [1][4] - Jiewater's management has set performance targets for Tianyi Hexin, aiming for a minimum annual revenue growth rate of 20% for 2026 and 2027, although these targets lack punitive measures [7][6] - The deal is structured to allow Jiewater to pay the acquisition price in two phases, reflecting its cautious cash flow management [7][1]

Core Viewpoint - The acquisition of a 40.89% stake in Nanjing Tianyi Hexin Electronics by Jiewate (688141.SH) for 319 million yuan marks a significant step in enhancing its product layout in the signal chain category, boosting its market competitiveness and share [1][2]. Group 1: Acquisition Details - Jiewate plans to acquire a 40.89% stake in Tianyi Hexin for 319 million yuan, aiming to gain control over the company [1]. - Tianyi Hexin specializes in high-performance sensor chips and analog chip design, with products widely used in consumer electronics such as smart wearables and mobile devices [1][2]. - The acquisition will allow Jiewate to integrate Tianyi Hexin's product lines and technologies, enriching its product matrix and enhancing its technical competitiveness in the signal chain chip sector [2]. Group 2: Market Context and Strategic Fit - The acquisition aligns with Jiewate's strategy to expand its business amid a cyclical adjustment in the global analog chip industry and increasing competition [2]. - Tianyi Hexin's established market presence and customer recognition in optical health detection and high-precision capacitive sensing chips will provide Jiewate with new revenue growth opportunities in the consumer electronics and smart device markets [2]. Group 3: Financial Performance and Future Outlook - Jiewate experienced significant revenue growth in 2024, with core product sales reaching historical highs, despite facing losses in 2023 and 2024 due to industry downturns [3]. - The company reported a substantial reduction in net losses in Q1 2025, with positive cash flow from operating activities, indicating signs of profitability improvement [3]. - Jiewate is increasing R&D investments to solidify its technological foundation and accelerate product launches in emerging sectors such as renewable energy and automotive electronics [3].

Group 1 - The core viewpoint of the articles highlights the increasing trend of A-share companies, particularly in the semiconductor sector, pursuing dual listings in Hong Kong, driven by favorable regulatory policies and the need for global expansion [1][6][8] - The "A+H model" allows companies to access both domestic and international capital markets, enhancing their financial strength and market recognition [6][8] - Several semiconductor companies, including Zhaoyi Innovation, Unisoc, and others, have announced plans for Hong Kong listings, indicating a significant shift towards internationalization [2][4][5] Group 2 - The semiconductor companies aim to strengthen their global presence, with many explicitly stating that their Hong Kong listings are part of a strategy to enhance their international business operations and competitiveness [6][7] - The funds raised from these listings are primarily targeted at improving core technology capabilities, expanding product lines, and enhancing overseas sales networks [6][7] - Recent regulatory changes, such as the "Five Measures to Benefit Hong Kong" policy and adjustments to listing requirements, have made it easier for A-share companies to pursue dual listings in Hong Kong [7][8]

Core Viewpoint - The company, Jiewate (688141.SH), is planning to address its operational challenges through a series of strategic actions, including the acquisition of a 40.89% stake in Nanjing Tianyi Hexin Electronics Co., Ltd. for approximately 319 million yuan, aiming to enhance its semiconductor business and product offerings [1][4]. Group 1: Acquisition and Strategic Moves - Jiewate intends to acquire a total of 41.31% control over Tianyi Hexin, a semiconductor company specializing in high-performance sensor chips and analog chip design, which complements Jiewate's existing product lines [1][4][5]. - The acquisition involves direct and indirect purchases from multiple stakeholders, including a 29.74% stake from ten institutions and additional shares from other entities, with the goal of integrating Tianyi Hexin into Jiewate's consolidated financial statements [4][5]. - Post-acquisition, Jiewate plans to appoint three directors to Tianyi Hexin's board, gaining significant influence over its operations [4]. Group 2: Financial Performance and Challenges - Jiewate has faced financial difficulties, reporting a net profit of 137 million yuan in its first year of listing, a decline of 3.39% year-on-year, followed by consecutive losses in 2023 and 2024, totaling 1.03 billion yuan [2][8]. - The company's revenue for 2023 and 2024 was reported at 1.297 billion yuan and 1.679 billion yuan, respectively, with a significant drop in net profit margins due to increased competition and pricing pressures [8][9]. - As of March 2024, Jiewate's debt-to-asset ratio stood at 50.29%, indicating rising financial pressure, with interest-bearing liabilities amounting to 1.513 billion yuan [3][9]. Group 3: Research and Development Focus - Jiewate has been increasing its investment in research and development, with a reported expenditure of 619 million yuan in 2024, a 24.02% increase from the previous year, and a growing workforce dedicated to R&D [7][8]. - The company has applied for a total of 1,361 patents, with 980 being invention patents, reflecting its commitment to innovation and technological advancement in the semiconductor sector [7]. Group 4: Market Position and Future Outlook - Jiewate has established itself within the supply chains of major industry players, including Samsung and Xiaomi, and is expanding its market presence in emerging sectors such as renewable energy and automotive applications [7][8]. - The company is also exploring a potential listing in Hong Kong to alleviate financial constraints, although its path to sustainable profitability remains uncertain [10].

Core Viewpoint - Jiewate (688141.SH) announced plans to acquire a total of 40.89% equity in Nanjing Tianyi Hexin Electronics Co., Ltd. for approximately RMB 318.74 million, aiming to gain actual control of 41.31% of the target company [1][2] Group 1: Acquisition Details - Jiewate intends to directly acquire 29.74% of Tianyi Hexin's equity from 10 institutional investors and indirectly acquire an additional 11.15% through its subsidiary [1][2] - The acquisition will be executed in two phases, with 20% of the transfer price paid in the first phase and the remaining 80% in the second phase [1] Group 2: Company Profile - Tianyi Hexin specializes in high-performance sensor chips and analog chip design, with products used in smart wearables and consumer electronics [2] - As of December 31, 2024, and March 31, 2025, Tianyi Hexin's total assets were approximately RMB 266.84 million and RMB 299.15 million, respectively, with net assets of about RMB 205.60 million and RMB 209.40 million [2] Group 3: Financial Performance - Tianyi Hexin reported revenues of approximately RMB 200.32 million and RMB 50.04 million for 2024 and Q1 2025, respectively, with net profits of -RMB 42.39 million and RMB 1.50 million [3] - The company aims for an annual revenue growth rate of no less than 20% for 2026 and 2027, as agreed with Jiewate [3] Group 4: Jiewate's Financials - Jiewate's revenue for 2022, 2023, and 2024 was approximately RMB 1.448 billion, RMB 1.297 billion, and RMB 1.679 billion, respectively, with net profits of RMB 137 million, -RMB 531 million, and -RMB 603 million [5] - In Q1 2025, Jiewate achieved revenue of approximately RMB 528 million, a year-on-year increase of 60.42% [6] Group 5: Future Plans - Jiewate plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international strategy and financing capabilities [6]

Group 1 - Weiling Co., Ltd. announced that its subsidiary Tianjin Changling Mining Partnership acquired 74.3% of Hunan Linwu Jiayu Mining Co., Ltd. for 220 million yuan, focusing on non-ferrous and black metal mining and smelting [1] - Zhongnong Lihua plans to acquire at least 50% of Taizhou Agricultural Materials Co., Ltd., which will become a subsidiary upon completion of the acquisition [1] - Chaohongji is planning to issue H-shares on the Hong Kong Stock Exchange, with details yet to be finalized [1][2] Group 2 - Hong Sifang's subsidiary plans to invest approximately 1.49 billion yuan in a new production base in Suizhou High-tech Industrial Development Zone [3] - Shangwei New Materials announced that its major shareholder Jin Feng Investment Holdings intends to reduce its stake by up to 3%, equating to 12.1 million shares [4] - Yihe Jiaye has changed its name to Beijing Ruimaite Medical Technology Co., Ltd., effective from May 21 [5][6] Group 3 - Huaxi Energy reported that its controlling shareholder has been detained and is under investigation, with no longer holding any positions in the company [7][8] - Aofei Entertainment plans to invest 10 million yuan in a partnership for equity investment in Shenzhen Xuanyuan Technology Co., Ltd. [9] - Hangzhou Electric plans to reduce its shares by up to 1.93%, equating to 13.36 million shares [10] Group 4 - Jiuhua Tourism intends to raise up to 500 million yuan through a private placement for various projects, including hotel renovations and transportation upgrades [11] - Dingxin Communications elected Liu Min as the new chairman following the resignation of Wang Jianhua [12] - Jiewate plans to acquire 40.89% of Nanjing Tianyi Hexin Electronics for 319 million yuan [13] Group 5 - Darui Electronics intends to acquire 80% of Dongguan Weisi Technology Co., Ltd. through cash purchase and capital increase [14] - Tianzhihang's shareholders plan to reduce their stakes by up to 3%, with each shareholder intending to sell 679,000 shares [15][16] - ST Shilong will lift its risk warning and change its stock name to Shilong Industrial, with trading limits adjusted from 5% to 10% [17] Group 6 - Ningde Times announced the listing of its H-shares on the Hong Kong Stock Exchange, raising approximately 35.33 billion HKD [19][20] - Mingyang Electric's shareholders plan to reduce their stakes by up to 3.01%, totaling 941,000 shares [21] - Bohai Leasing intends to transfer 100% of Global Sea Containers Ltd. for 1.75 billion USD, focusing on optimizing its debt structure [21]

Group 1 - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and support key areas such as technological innovation and consumption [2] - The Ministry of Finance reports that from January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year, while the total tax revenue from January to April was 65,556 billion yuan, down 2.1% year-on-year [4] Group 2 - The Ministry of Finance announces that the securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] - The National Energy Administration reports that the total electricity consumption in April was 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - The National Development and Reform Commission states that most policies aimed at stabilizing employment and the economy are expected to be implemented by the end of June [8] Group 3 - The National Development and Reform Commission highlights the need to address "involution" competition that distorts market mechanisms and disrupts fair competition [9] - The China Automobile Industry Association reports that the top ten car manufacturers sold 2.502 million vehicles from January to April, accounting for 68.7% of total car sales [10] - A joint document from the Central Cyberspace Affairs Commission, the National Development and Reform Commission, and the Ministry of Industry and Information Technology outlines goals for IPv6 deployment by 2025, including reaching 850 million active users [11] Group 4 - Various companies are making significant moves, such as Zhaoyi Innovation planning to issue H-shares and list on the Hong Kong Stock Exchange, and several companies announcing share repurchase plans [13] - The Ministry of Finance reports that the total assets and loan growth rates of state-owned banks have slightly declined compared to 2024, but remain relatively high [14] - Zhongtai Securities discusses the logic behind the recent rise in bank stocks, indicating a strong rationale for continued investment in this sector [15]