证券代码：300793 证券简称：佳禾智能 公告编号：2025-068 债券代码：123237 债券简称：佳禾转债 佳禾智能科技股份有限公司 佳禾智能科技股份有限公司（以下简称"公司"）于 2025 年 8 月 12 日召开了 第三届董事会第二十七次会议，公司董事会决定于 2025 年 8 月 29 日以现场投票与 网络投票相结合的方式召开公司 2025 年第一次临时股东大会（以下简称"本次股 东大会"），现将会议的有关情况通知如下： 一、本次股东大会召开的基本情况 了《关于召开 2025 年第一次临时股东大会的议案》，本次股东大会的召集、召开 符合有关法律、行政法规、部门规章、其他规范性文件及《公司章程》的有关规定。 （1）现场会议召开时间：2025 年 8 月 29 日下午 3:00 （2）网络投票时间:2025 年 8 月 29 日 其中，通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 8 月 29 日上午 9:15-9：25，9:30-11:30，下午 13:00-15:00；通过深圳证券交易所互联 网投票系统投票的具体时间为：2025 年 8 月 29 日 9:15-15:00 期 ...

Transaction Overview - The company intends to acquire 100% equity of beyerdynamic GmbH & Co. KG, including all limited partnership interests and shareholder loans held by the sellers [2][10] - The acquisition is subject to approval from the company's shareholders and relevant regulatory authorities [11][15] Financial Data - The audited financial data of the target company from 2023 to May 31, 2025, shows total assets of RMB 32,583.87 million in 2025, up from RMB 26,867.98 million in 2023, indicating a growth of approximately 21% [2][4] - The net profit for the first five months of 2025 is RMB 1,268.81 million, compared to a net loss of RMB 3,558.27 million in 2023, reflecting a significant turnaround [2][4] Valuation and Assessment - The valuation of beyerdynamic GmbH & Co. KG was conducted using both market and income approaches, with the income approach yielding a value of RMB 88,800 million, representing an increase of RMB 82,648.56 million over the book value [7][9] - The assessment indicates a high valuation increase rate of 1343.56% based on the income approach [7][9] Market Position and Growth Potential - beyerdynamic GmbH & Co. KG is recognized as a leading manufacturer in the high-end audio equipment sector, with a strong brand presence and multiple international design awards [8][12] - The company plans to launch 10 new products in 2025 and 11 in 2026, which are expected to drive revenue growth, particularly in the gaming and consumer segments [8][12] Strategic Benefits - The acquisition is expected to enhance the company's market competitiveness in the high-end audio sector, expand its product offerings, and improve overall profitability [12][14] - The integration of technologies and resources from both companies is anticipated to accelerate product innovation and market expansion [13][14]

证券代码：300793 证券简称：佳禾智能 公告编号：2025-067 债券代码：123237 债券简称：佳禾转债 佳禾智能科技股份有限公司 关于修订《公司章程》部分条款 及修订公司部分治理制度的公告 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在任何虚假记载、 误导性陈述或者重大遗漏。 一、修订《公司章程》情况 根据《公司法》《深圳证券交易所创业板股票上市规则》及《上市公司章程 指引》，结合公司自身的实际情况，对《公司章程》的部分内容作了修订，主要 修订如下： 第一条 为维护公司、股东、职工和债权人的 第一条 为维护公司、股东和债权人的合法权益， 合法权益，规范公司的组织和行为，根据《中华 规范公司的组织和行为，根据《中华人民共和国公司 人民共和国公司法》 （以下简称《公司法》）、《中 法》 （以下简称《公司法》） 、《中华人民共和国证券法》 华人民共和国证券法》（以下简称《证券法》）和 （以下简称《证券法》 ）和其他有关规定，制订本章程。 其他有关规定，制定本章程。 第八条 代表公司执行公司事务的董事为公 司的法定代表人，董事长为代表公司执行公司事 务的董事。 第八条 董事长为公司的法定代表人 ...

Core Viewpoint - The financial statements of beyerdynamic GmbH & Co.KG for the period from January 1, 2023, to May 31, 2025, have been audited and found to fairly reflect the company's financial position in accordance with accounting standards [1][2]. Financial Statements Summary Audit Opinion - The audit report confirms that the financial statements present a true and fair view of the company's financial status as of December 31, 2023, December 31, 2024, and May 31, 2025 [1]. Financial Position - As of May 31, 2025, the total assets of beyerdynamic amounted to RMB 325,838,702.28, an increase from RMB 298,157,864.62 as of December 31, 2024, and RMB 268,679,827.46 as of December 31, 2023 [3][4]. - Total liabilities as of May 31, 2025, were RMB 264,323,892.61, compared to RMB 254,301,915.24 in 2024 and RMB 249,302,127.77 in 2023 [4][5]. - The total equity of the company increased to RMB 61,514,809.67 as of May 31, 2025, from RMB 43,855,949.38 in 2024 and RMB 19,377,699.69 in 2023 [4][5]. Profit and Loss - For the period of January to May 2025, the company reported total operating revenue of RMB 261,144,671.22, compared to RMB 676,570,733.28 for the entire year of 2024 and RMB 581,740,203.72 for 2023 [6]. - The total operating costs for the same period were RMB 251,126,334.08, down from RMB 602,677,799.39 in 2024 and RMB 617,377,511.23 in 2023 [6]. - The net profit for the first five months of 2025 was RMB 12,688,055.03, a significant recovery from a net loss of RMB 35,582,667.87 in 2023 [6][7]. Cash Flow - The net cash flow from operating activities for the first five months of 2025 was negative at RMB -21,715,878.34, compared to positive cash flow in the previous years [7]. - The cash and cash equivalents at the end of May 2025 were RMB 27,861,850.29, a decrease from RMB 51,574,182.52 at the end of 2024 [7].

Summary of Key Points Core Viewpoint The company, Jiahe Intelligent Technology Co., Ltd., is changing the use of raised funds from its convertible bond issuance to acquire all partnership interests in beyerdynamic GmbH & Co. KG, a well-known high-end audio equipment manufacturer, due to the current macroeconomic environment and market uncertainties affecting its original investment projects. Group 1: Fundraising and Investment Projects - The company raised a total of RMB 1,004 million through the issuance of 10,040,000 convertible bonds, with a net amount of RMB 993.91 million after deducting issuance costs [1][4][6] - The original investment projects included the production of 5 million bone conduction headphones, 9 million smartwatches, and 4.5 million smart glasses, which were initially planned to be operational by January 10, 2026 [4][9] - Due to changes in the macroeconomic environment and uncertainties in international trade, the company has postponed the operational date of these projects to January 10, 2028 [4][9] Group 2: Change in Fund Usage - The company plans to use RMB 70.4 million of the uninvested raised funds and its interest income to acquire all partnership interests in beyerdynamic GmbH & Co. KG [6][8] - The acquisition is expected to enhance the company's market competitiveness in the high-end audio sector and align with its strategic goals of high-end manufacturing and brand operation [12][14] Group 3: Financial Impact and Projections - The acquisition is projected to generate RMB 892 million in revenue for the company in 2026, with a gross margin exceeding 50% and a net margin over 10% [12][31] - The transaction is anticipated to significantly improve the company's financial metrics compared to the original investment projects, which had lower expected profitability [12][31] Group 4: Strategic Rationale - The acquisition of beyerdynamic is seen as a strategic move to accelerate the company's transition towards high-end, branded products, enhancing its global market presence [13][30] - The integration of beyerdynamic's established brand and technology is expected to complement the company's existing product lines and manufacturing capabilities, fostering innovation and market expansion [15][32][33]

General Provisions - The purpose of the work rules is to adapt to the strategic development needs of Jiahe Intelligent Technology Co., Ltd., standardize the selection of senior management, establish a sound compensation assessment system, ensure timely and professional internal audit work, enhance core competitiveness, and improve corporate governance structure [1][2] - The board of directors establishes specialized committees including the Strategy Committee, Nomination Committee, Audit Committee, and Compensation and Assessment Committee, with all members being directors [1][2] Strategy Committee - The Strategy Committee is responsible for researching and proposing suggestions on the company's long-term development strategy and major investment decisions [2][3] - The committee consists of three directors, with the chairman of the board serving as the convener [2][3] - The committee's proposals are submitted to the board of directors for review and decision [2][3] Nomination Committee - The Nomination Committee is responsible for formulating selection criteria and procedures for directors and senior management, as well as reviewing candidates' qualifications [5][6] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [5][6] - The committee's proposals must be submitted to the board of directors for review, and major shareholders should respect the committee's recommendations [5][6] Audit Committee - The Audit Committee is responsible for reviewing the company's financial information and disclosures, supervising internal and external audits, and evaluating internal controls [7][8] - The committee consists of three members, including two independent directors, with at least one being a professional accountant [7][8] - The committee's proposals are submitted to the board of directors for review and decision [7][8] Compensation and Assessment Committee - The Compensation and Assessment Committee is responsible for developing assessment standards for directors and senior management, as well as reviewing compensation policies and plans [11][12] - The committee consists of three directors, including two independent directors, and is chaired by an independent director [11][12] - The committee's compensation plans for directors must be approved by the board and submitted to the shareholders' meeting for approval [11][12] Additional Provisions - The work rules will be executed according to relevant national laws and regulations, and the board of directors is responsible for interpreting these rules [15]

Summary of Key Points Core Viewpoint The company intends to change the use of funds raised from the issuance of convertible bonds in 2024 to acquire all limited partnership interests in beyerdynamic GmbH & Co. KG, a well-known high-end audio equipment manufacturer, instead of investing in previously planned projects. Group 1: Fundraising and Usage - The company plans to issue 10,040,000 convertible bonds at a face value of 100 yuan each, raising a total of 1,004,000,000 yuan, with a net amount of 993,911,555.61 yuan after deducting issuance costs [2][5]. - The original fundraising was intended for projects including the production of 5 million bone conduction headphones, 9 million smartwatches, and 4.5 million smart glasses, along with supplementary working capital [2][5]. - As of the date of the review, the total investment amount for the projects was 117,388.40 million yuan, with 99,391.16 million yuan already invested [4][5]. Group 2: Change of Fund Usage - The company proposes to use 70,400.00 million yuan of the uninvested funds and their interest income for the acquisition of beyerdynamic GmbH & Co. KG [6][7]. - The change in project implementation is due to the complex macroeconomic environment and the need to maximize shareholder value [10][27]. - The acquisition is expected to generate significant revenue, with projections indicating 892 million yuan in revenue for 2026 and a gross margin exceeding 50% [10][27]. Group 3: Strategic Rationale - The acquisition aligns with the company's long-term strategic goals of enhancing high-end manufacturing and brand operation, facilitating a dual growth trajectory [11][26]. - The company aims to leverage beyerdynamic's established market position and technological expertise to enhance its competitive edge in the high-end audio sector [12][28]. - The transaction is seen as a critical step towards achieving a more diversified product and technology portfolio, thereby accelerating global market expansion [29][30]. Group 4: Financial Assessment - The valuation of beyerdynamic GmbH & Co. KG was assessed at 88,800.00 million yuan, with a significant increase in value compared to the company's book equity [22][23]. - The initial purchase price for the acquisition is set at 12,200.00 million euros, with adjustments based on the final financial conditions at the time of closing [24][30]. - The company plans to fund the acquisition through the reallocation of raised funds, with any shortfall covered by self-raised or self-owned funds [30][31].

Group 1 - Beyerdynamic GmbH & Co. KG reported total operating revenue of 1,255,030,370.41 RMB, with a significant increase from previous periods [1] - The company's total operating costs were 1,348,361.24 RMB, indicating a rise in expenses compared to earlier figures [1] - The net profit for the company was reported at 119,542,853.68 RMB, showing a recovery from a previous net loss of 35,582,667.88 RMB [1] Group 2 - The market valuation of Beyerdynamic GmbH & Co. KG was assessed at 94,100.00 million RMB, based on a price-to-earnings (PE) ratio of 21.34 [2] - The net profit for the assessment period was recorded at 6,244.05 million RMB, contributing to the overall valuation [2] - The non-controlling interest value was noted at 0.04 million RMB, reflecting the company's equity structure [2]

证券代码：300793 证券简称：佳禾智能 公告编号：2025-069 债券代码：123237 债券简称：佳禾转债 佳禾智能科技股份有限公司 关于召开佳禾转债 2025 年第一次债券持有人会议的通知 本公司及董事会全体成员保证公告内容真实、准确和完整，不存在任何虚假 记载、误导性陈述或者重大遗漏。 特别提示： 明书》（以下简称"募集说明书"）、《佳禾智能科技股份有限公司可转换公司债 券持有人会议规则》（以下简称"会议规则"）等的相关规定，债券持有人会议作 出的决议，须经出席会议的二分之一以上未偿还债券面值的持有人（或债券持有人 代理人）同意方为有效。 转换公司债券全体债券持有人（包括未参加会议或明示不同意见的债券持有人）具 有法律约束力。 佳禾智能科技股份有限公司（以下简称"公司"）于 2025 年 8 月 12 日召开了 第三届董事会第二十七次会议，审议通过了《关于召开"佳禾转债"2025 年第一次 债券持有人会议的议案》，董事会提议于 2025 年 8 月 29 日召开"佳禾转债"2025 年第一次债券持有人会议，现将本次债券持有人会议的有关事项通知如下： 一、召开会议的基本情况 （一）会议届次：2025 ...

Core Viewpoint - Jiahe Intelligent plans to change the use of part of its raised funds to acquire all limited partnership interests of beyerdynamic GmbH & Co. KG, enhancing its competitiveness in the high-end audio sector [1] Group 1: Fund Usage Change - Jiahe Intelligent intends to use 704 million yuan of unutilized raised funds and its interest income and investment returns for the acquisition of BD KG [1] - The funds were originally allocated for projects including the production of 5 million bone conduction headphones, 9 million smartwatches, and 4.5 million smart glasses [1] Group 2: Strategic Rationale - BD KG is a globally recognized high-end audio equipment brand and manufacturer, aligning with Jiahe Intelligent's business in the electroacoustic industry [1] - The acquisition is expected to significantly enhance Jiahe Intelligent's market competitiveness in the high-end audio field and improve overall profitability [1] Group 3: Financial Efficiency - The change in fund usage is projected to improve the efficiency of raised fund utilization and increase the overall capital utilization rate for the company [1] - This strategic move is deemed beneficial for the company and all shareholders [1]