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艾为电子: 艾为电子关于部分募投项目子项目调整及延期的公告
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The company announced adjustments and delays to certain fundraising projects to improve the efficiency of fundraising usage while keeping the total amount unchanged [1][2]. Fundraising Basic Situation - The company raised a total of RMB 3,201,044,000 from its initial public offering, with a net amount of RMB 3,201,044,000 after deducting issuance costs [1]. Fundraising Investment Project Situation - The total investment amount for the projects is RMB 246,813.72 million, with the company planning to use the remaining over-raised funds of RMB 47,220.00 million for new projects [2]. - The company decided to allocate approximately RMB 20,183.60 million from remaining funds to the "Electronic Engineering Testing Center Construction Project," increasing its total investment from RMB 73,858.20 million to RMB 94,041.80 million [2]. Fundraising Usage Situation - As of June 30, 2025, the cumulative investment amount reached RMB 294,561.17 million, with RMB 206,546.28 million from the raised funds [4]. Adjustment of Fundraising Project Sub-items - The company adjusted the investment amounts for several projects, including increasing the investment for high-voltage BCD advanced process from RMB 6,500 million to RMB 14,000 million [4]. - The investment for the RiscV architecture SoC platform was reduced from RMB 4,800 million to RMB 2,000 million due to market conditions [4]. Delay of Fundraising Projects - The company plans to delay the expected completion date for the "Development and Technology Reserve Fund Project" from August 2025 to August 2026 [6]. - The delay is attributed to changes in the macro market environment, industry technology development, and the company's strategic adjustments [6]. Measures to Ensure Timely Completion - The company will closely monitor industry trends and market changes, optimize resource allocation, and strengthen project supervision to ensure timely completion of fundraising projects [7]. Impact of Project Delay - The delay is a prudent decision based on actual project progress and will not adversely affect the implementation of fundraising projects or harm shareholder interests [7][8].
艾为电子: 艾为电子关于未来三年(2025年-2027年)股东分红回报规划
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to ensure a scientific, sustainable, and stable dividend decision-making and supervision mechanism, aiming to actively return profits to shareholders and promote long-term and rational investment concepts [1][2]. Group 1: Principles and Considerations - The plan is based on balancing shareholder returns with the company's future development, ensuring the stability and feasibility of the dividend distribution policy [1]. - Factors considered in the planning include the company's overall strategic development, social capital costs, external financing environment, current and future profitability, cash flow, and investment needs [1][2]. Group 2: Dividend Distribution Methods - The company will distribute dividends through cash, stock, or a combination of both, prioritizing cash dividends [2]. - Conditions for cash distribution include positive distributable profits, sufficient cash flow, and no major investment plans or cash expenditures that exceed 10% of the company's total assets [2][3]. Group 3: Cash Distribution Proportions - The company aims for annual cash dividends to be no less than 10% of the distributable profits [2]. - In mature stages without major expenditures, cash dividends should constitute at least 80% of the profit distribution; if there are major expenditures, this minimum drops to 40% [3][4]. Group 4: Decision Mechanism and Procedures - The board of directors will formulate annual and mid-term profit distribution plans, which must be reviewed by the audit committee and approved by the shareholders' meeting [4][5]. - The company will actively communicate with shareholders, especially minority shareholders, to gather their opinions before finalizing the cash dividend plan [5][6]. Group 5: Disclosure Mechanism - The company is required to disclose the profit distribution plan and cash dividend policy in annual and semi-annual reports, ensuring transparency and compliance with regulations [6]. Group 6: Other Provisions - Any matters not covered in the plan will be executed according to national laws and the company's articles of association [6][7].
艾为电子: 艾为电子关于截至2025年6月30日止前次募集资金使用情况报告
Zheng Quan Zhi Xing· 2025-07-28 16:50
Summary of Key Points Core Viewpoint The report outlines the usage and management of funds raised by Shanghai Aiwei Electronics Technology Co., Ltd. through its initial public offering, detailing the allocation, changes in investment projects, and the financial status of these funds as of June 30, 2025. Group 1: Fundraising and Management - The company raised a total of RMB 3,035,261,414.64 after deducting issuance costs, with the funds verified by Daixin Accounting Firm [1]. - All raised funds are stored in designated special accounts, with specific balances reported for various bank accounts as of June 30, 2025 [2]. Group 2: Actual Use of Funds - As of June 30, 2025, the company has utilized RMB 216,550.68 million of the raised funds, accounting for 71.34% of the net amount raised [9]. - The remaining funds amount to RMB 98,405.19 million, which will continue to be used for investment projects [9]. Group 3: Changes in Investment Projects - The company approved a reduction in the investment for the "R&D Center Construction Project" from RMB 408.2476 million to RMB 218.9229 million, reallocating the remaining funds to the "Electronic Engineering Testing Center Construction Project" [3][4]. - The completion date for the "Electronic Engineering Testing Center Construction Project" has been extended from August 2024 to March 2026 due to its complexity [4]. Group 4: Temporary Use of Idle Funds - The company has temporarily used up to RMB 78 million of idle funds for operational purposes, with a commitment to return these funds within 12 months [5][6]. - As of August 17, 2023, the company has fully returned RMB 60 million of temporarily used funds to the special account [6]. Group 5: Cash Management of Idle Funds - The company has approved the use of idle funds for cash management, allowing up to RMB 2.6 billion for purchasing safe and liquid financial products [7][8]. - As of June 30, 2025, the balance for cash management products was RMB 250 million, with all unused funds stored in designated accounts [9]. Group 6: Economic Benefits from Investment Projects - The projects funded by the raised capital, including the R&D Center and Electronic Engineering Testing Center, have not yet generated direct economic benefits as they are still under development [11]. - The expected internal rate of return for various projects, such as the smart audio chip and motor driver chip projects, is projected to be around 25.21% and 26.66% respectively [11].
艾为电子: 艾为电子关于变更公司注册资本并修订《公司章程》的公告
Zheng Quan Zhi Xing· 2025-07-28 16:50
Group 1 - The company announced a change in registered capital and amendments to its articles of association during the 12th meeting of the 4th board of directors held on July 27, 2025 [1] - The registered capital increased from RMB 232,669,339 to RMB 233,128,636, and the total number of shares increased from 232,669,339 to 233,128,636 [1] - The changes were approved in previous meetings held on May 29, 2025, where the board and supervisory board discussed the cancellation of unvested restricted stock and adjustments to the stock incentive plan [1] Group 2 - The amendments to the articles of association include changes to Article 7 regarding registered capital and Article 20 regarding the total number of shares [2] - The revised articles of association will be disclosed on the Shanghai Stock Exchange website [2] - Other provisions in the articles of association remain unchanged [2]
艾为电子: 艾为电子关于可转换公司债券持有人会议规则
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Viewpoint - The document outlines the rules and regulations governing the organization and conduct of the bondholders' meetings for Shanghai Aiwei Electronics Technology Co., Ltd., ensuring the rights and obligations of bondholders are clearly defined and protected [1][21]. Group 1: Bondholder Rights and Obligations - Bondholders have the right to receive interest based on the amount of convertible bonds held [6]. - Bondholders can convert their bonds into company shares under specified conditions [6]. - Bondholders are obligated to comply with the terms of the convertible bonds issued by the company [7]. Group 2: Bondholder Meeting Procedures - The bondholder meeting is convened by the company's board of directors or the bond trustee within 30 days of a proposal [5]. - Meeting notifications must be published at least 15 days prior to the meeting, detailing time, location, and agenda [5]. - Decisions made at the bondholder meeting are binding on all bondholders, regardless of their attendance [4]. Group 3: Meeting Authority and Voting - The bondholder meeting has the authority to approve changes to the offering document and to decide on solutions if the company fails to pay interest [8]. - Voting at the meeting requires a majority of the bondholders present, with each bond representing one vote [37]. - The results of the voting must be announced and recorded, ensuring transparency [36][40]. Group 4: Legal and Compliance Aspects - Legal opinions must be obtained to ensure compliance with laws and regulations during the meeting [8]. - The rules state that any disputes regarding the meeting's legality must be resolved in the jurisdiction of the company's registered office [49]. - The rules are subject to approval by the company's shareholders and take effect from the date of the bond issuance [49].
艾为电子: 艾为电子募集资金管理制度
Zheng Quan Zhi Xing· 2025-07-28 16:50
上海艾为电子技术股份有限公司 募集资金管理制度 上海艾为电子技术股份有限公司 募集资金管理制度 第一章 总 则 第一条 为了加强对公司募集资金行为的管理,规范募集资金的使用,切实保护广 大投资者的利益,根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 监管指引第 2 号——上市公司募集资金管理和使用的监管要求》《上海证券交易所科创板 股票上市规则》《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》 《上市公司募集资金监管规则》等相关法律法规规则以及《上海艾为电子技术股份有限 公司章程》(以下简称"《公司章程》")的有关规定制定本制度。 第二条 本制度所称募集资金,是指公司通过向不特定对象发行证券(包括首次公 开发行股票,配股,增发,发行可转换公司债券,发行分离交易的可转换公司债券等) 以及向特定对象发行证券募集的资金,但不包括公司实施股权激励计划募集的资金。 本制度所称超募资金,是指公司实际募集资金净额超过计划募集资金金额的部分。 第三条 公司的董事和高级管理人员应当勤勉尽责,督促公司规范使用募集资金, 自觉维护公司募集资金安全,不得操控、参与、协助或纵容公司擅自或变相改变募集 ...
艾为电子: 艾为电子公司章程(2025年7月修订)
Zheng Quan Zhi Xing· 2025-07-28 16:50
Core Points - Shanghai Awinic Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [2][3] - The company was approved by the Shanghai Stock Exchange on March 29, 2021, and listed on August 16, 2021, with a registered capital of RMB 233,128,636 [4][5] - The company aims to enhance management levels, ensure investment safety, and create social benefits while adhering to legal and regulatory standards [13][14] Company Structure - The company is a permanent joint-stock company with all assets divided into equal shares, where shareholders are liable only to the extent of their subscribed shares [3][4] - The company has established a Communist Party organization to conduct activities in accordance with the Party's regulations [12] Business Scope - The business scope includes technology development, transfer, consultation, and services in integrated circuits and electronic communications, as well as sales of electronic products and communication equipment [14] Share Issuance - The company issues shares in the form of stocks, with all shares being ordinary shares, and the issuance follows principles of openness, fairness, and justice [15][16] - The total number of shares is 233,128,636, all of which are ordinary shares [9] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in meetings, supervise management, and transfer their shares [33][34] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [38][39] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [43][44] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within a specified timeframe [49][50] Decision-Making Authority - The shareholder meeting is the company's authority body, responsible for major decisions such as business direction, capital changes, and profit distribution [41][42] - The board of directors is responsible for convening meetings and ensuring compliance with legal and regulatory requirements [47][48]
艾为电子: 艾为电子关于向不特定对象发行可转换公司债券预案
Zheng Quan Zhi Xing· 2025-07-28 16:50
证券代码:688798 证券简称:艾为电子 公司董事会对本次向不特定对象发行可转换公司债券的说明,任何与之相反的声 明均属不实陈述。 上海艾为电子技术股份有限公司 Shanghai Awinic Technology Co., Ltd. (上海市闵行区秀文路 908 弄 2 号 1201 室) 向不特定对象发行可转换公司债券预案 二〇二五年七月 上海艾为电子技术股份有限公司 向不特定对象发行可转换公司债券预案 声明 假记载、误导性陈述或重大遗漏,按照诚信原则履行承诺,并承担相应的法律责 任。 由公司自行负责;因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 专业顾问。 转换公司债券相关事项的实质性判断、确认、批准或注册。本预案所述本次向不 特定对象发行可转换公司债券相关事项的生效和完成尚待公司股东大会审议、上 海证券交易所发行上市审核并报经中国证券监督管理委员会(以下简称"中国证 监会")注册,且最终以中国证监会注册的方案为准。 上海艾为电子技术股份有限公司 向不特定对象发行可转换公司债券预案 释义 在本预案中,除非文义另有所指,下列简称具有如下含义: 公司/本公司/艾为电子/发行 指 ...
公告精选︱惠城环保:上半年净利润502.04万元 同比降低85.63%;居然智家:实际控制人、董事长兼CEO汪林朋逝世
Sou Hu Cai Jing· 2025-07-28 14:14
Key Points - The actual controller, chairman, and CEO of Juran Smart Home, Wang Linpeng, has passed away [1] - Jianghe Group's construction and decoration segment won contracts worth approximately 13.694 billion yuan in the first half of the year, representing a year-on-year increase of 6.29% [2] - Dele Shares plans to transfer 100% equity of Derui Mining to Fengyang Mining Investment [2] - Sichuan Chengyu led a consortium that won the bid for the G5 Jingkun Expressway expansion project from Chengdu to Ya'an [1] - Huai City Environmental Protection reported a net profit of 5.0204 million yuan in the first half of the year, a year-on-year decrease of 85.63% [2] - Awei Electronics intends to issue convertible bonds to raise no more than 1.901 billion yuan for the construction of a global R&D center [3] - The company Tianyi plans to participate in the e-enterprise network terminal production procurement project [1]
艾为电子(688798) - 艾为电子关于向不特定对象发行可转换公司债券预案披露的提示性公告
2025-07-28 14:02
上海艾为电子技术股份有限公司(以下简称"公司")于 2025 年 7 月 27 日召 开了第四届董事会第十二次会议、第四届监事会第十一次会议,会议审议通过了 关于向不特定对象发行可转换公司债券的相关议案。《上海艾为电子技术股份有 限公司向不特定对象发行可转换公司债券预案》及相关文件于 2025 年 7 月 29 日在上海证券交易所网站(www.sse.com.cn)披露,敬请广大投资者注意查阅。 向不特定对象发行可转换公司债券预案披露事项不代表审核、注册部门对于 本次发行相关事项的实质性判断、确认或批准,向不特定对象发行可转换公司债 券预案所述本次发行相关事项的生效和完成尚待公司股东会审议及上海证券交 易所发行上市审核并报经中国证券监督管理委员会注册,敬请广大投资者注意投 资风险。 特此公告。 上海艾为电子技术股份有限公司董事会 2025 年 7 月 29 日 证券代码:688798 证券简称:艾为电子 公告编号:2025-031 上海艾为电子技术股份有限公司 关于向不特定对象发行可转换公司债券预案披露的 提示性公告 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 ...