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 ...

出品：新浪财经上市公司研究院 作者：光心 天易合芯的主营产品为信号链芯片，杰华特希望通过与标的公司在产品端和渠道端的协同效应，优化信 号链业务的表现，并加速其他业务在新客户资源中的渗透。而2024年杰华特信号链芯片业务营收占比还 不足2%，毛利率也仅为-1.66%，其规模放量和盈利改善或许还有很长的路要走。 继寻求港股上市之后，杰华特又拟3亿元加码半导体并购，以解决上市后所面临的经营困境。 此外，此次并购设有双重估值的特殊条款，业绩约定也未设置惩罚条件，其背后利害请投资者们审慎看 待。 杰华特作为以虚拟IDM为主要经营模式的模拟集成电路设计企业，早年营收曾持续高增，并于2021年实 现扭亏为盈，而2022年上市之后却增收不增利，之后两年更是遭遇半导体全行业需求疲软困境，陷入亏 损，两年合计亏损11亿元。 2025年5月20日晚，杰华特又发布公告称，杰华特及其全资子公司杰瓦特拟以合计3.1874亿元直接和间 接收购南京天易合芯电子有限公司（以下简称"天易合芯"、"标的公司"）合计40.89%的股权。 2025年2月，杰华特发布公告，宣布授权管理层启动H股上市的相关筹备工作，以上具体情况可详见此 前发布的文章《杰 ...

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]

Core Points - The company, JoulWatt Technology Co., Ltd., was established as a joint-stock company based on the audited net asset value of JoulWatt Microelectronics (Hangzhou) Co., Ltd. and registered in Zhejiang Province [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering (IPO) of 58.08 million shares on October 8, 2022, and listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 23, 2022 [3][4] - The registered capital of the company is RMB 446.88 million [3][4] - The company's business scope includes integrated circuit design, manufacturing, sales, and various technology services [4][5] Company Structure - The company is governed by its articles of association, which serve as a legally binding document for the organization and behavior of the company, shareholders, and management [3][10] - The company has a total of 42 founding shareholders, with significant contributions from various investment firms and individuals [7][8] - The shares are issued in the form of stocks, with each share having a face value of RMB 1 [6][19] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in shareholder meetings, as well as obligations to not harm the company's interests [19][20] - The company prohibits providing financial assistance to individuals or entities purchasing its shares [15][19] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [22][23] Governance and Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for convening and conducting these meetings [25][30] - The board of directors is responsible for managing the company, while shareholders have the right to supervise and propose suggestions [19][20] - Legal opinions are required for certain decisions made during shareholder meetings, ensuring compliance with laws and regulations [26][27]

证券代码：688141 证券简称：杰华特 公告编号：2025-032 杰华特微电子股份有限公司 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 至2025 年 6 月 6 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 （六） 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所科创板上市公司自律监管指引第 1 号 — 规范运作》 等有关规定执行。 （七） 涉及公开征集股东投票权 无 二、 会议审议事项 序号 议案名称 A 股股东 非累积投票议案 （H 股发行并上市后适用） 《公司章程（草案）》 的议案 本次提交股东大会审议的议案已经 ...

Core Viewpoint - The company, Jiewater Microelectronics Co., Ltd., plans to acquire a total of 40.89% equity in Nanjing Tianyi Hexin Electronics Co., Ltd. for a total investment of RMB 318.74 million, which will allow it to control 41.31% of the target company [1][2][20]. Group 1: Transaction Overview - The acquisition involves direct and indirect purchases of shares from various stakeholders, including a direct acquisition of 29.74% from ten institutions and an indirect acquisition of 11.15% through subsidiaries [2][3]. - The company will appoint three directors to Tianyi Hexin's board, which constitutes three-fifths of the total board seats, thereby consolidating control over the target company [1][2][20]. Group 2: Financial Details - The total investment amount for the acquisition is RMB 318.74 million, with a valuation multiple of approximately 3.88 times, which is considered reasonable within the semiconductor industry [12][14]. - The target company, Tianyi Hexin, reported total assets of approximately RMB 299.15 million and a net profit of RMB 1.50 million for the first quarter of 2025 [10][11]. Group 3: Target Company Profile - Nanjing Tianyi Hexin Electronics Co., Ltd. specializes in high-performance sensor chips and analog chip design, with a focus on optical health detection and high-precision capacitive sensing chips [11][20]. - The company has established a strong customer base, including major smartphone manufacturers, which complements the acquirer's existing product lines [20]. Group 4: Strategic Implications - The acquisition is expected to enhance the company's product offerings in the signal chain category, which is crucial for its power management products [19][20]. - The integration of Tianyi Hexin's customer channels is anticipated to improve market competitiveness and increase market share for the company's other products [20].