Core Viewpoint - Jiahe Intelligent announced the acquisition of German company beyerdynamic GmbH & Co. KG for an initial price of €12.2 million (approximately RMB 1 billion), aiming to enhance its market presence and operational capabilities in the high-end audio equipment sector [1][4]. Group 1: Acquisition Details - Jiahe International, a wholly-owned subsidiary of Jiahe Intelligent, signed a purchase agreement for all limited partnership interests and shares of BD KG, along with shareholder loans [4]. - The acquisition is subject to the completion of auditing and evaluation of the target company, as well as approval from domestic regulatory authorities for foreign investment [4]. Group 2: Company Profile and Market Position - BD KG is a well-known high-end audio equipment manufacturer with a product line that includes professional headphones, gaming headsets, and wireless audio devices, catering to diverse market needs [1][5]. - The company has a strong sales network across Europe, the United States, and China, and is recognized for its audio technology and German manufacturing quality [5]. Group 3: Financial Performance - In 2024, BD KG is projected to achieve a net profit of €8.543 million and revenue of €84.451 million, recovering from a net loss of €5.051 million and revenue of €72.449 million in 2023 [5][7]. - Jiahe Intelligent reported a revenue of RMB 2.467 billion in 2024, a year-on-year increase of 3.76%, but a significant decline in net profit by 68.85% to RMB 41 million [7]. Group 4: Strategic Benefits - The acquisition is expected to enhance Jiahe Intelligent's brand revenue scale and operational capabilities, while BD KG's products and technology will complement Jiahe's product line, increasing its market share in the professional headphone sector [9].

Group 1 - The automotive industry is facing supply chain pressures, prompting 16 major car manufacturers to limit payment terms to suppliers within 60 days, coinciding with the implementation of a new regulation aimed at protecting small and medium-sized enterprises (SMEs) [2] - The automotive sector is experiencing a competitive environment similar to that seen in the home appliance and mobile phone industries, where aggressive pricing strategies have led to market instability and only a few companies with core technologies and brand value have survived [2][4] - The need for industries to balance scale expansion with quality upgrades is critical, with brand building becoming a key focus for high-quality development [2] Group 2 - Former Sinopec Chairman Fu Chengyu emphasized the importance of not sacrificing long-term benefits for short-term gains, warning against practices that could harm SMEs, such as prolonged payment terms and price reductions [3] - The home appliance industry, particularly in Guangdong Shunde, is under pressure despite its mature supply chain, with ODM factories facing order uncertainty and profit compression due to aggressive pricing competition [4][5] Group 3 - The home appliance industry's supply chain is characterized by a "pyramid" structure, where brand owners exert pricing power, leading to cost pressures on suppliers and ultimately resulting in product homogenization and quality risks [5][6] - The dominance of leading brands in the home appliance sector has resulted in a significant profit squeeze for many SMEs, with net profit margins declining over the years [6] Group 4 - The restructuring of the supply chain is urgent, requiring collaboration between large enterprises and SMEs to break the cycle of exploitation and promote high-quality development driven by both brand and technology [7] - Major companies are encouraged to adopt a role as enablers rather than exploiters, fostering innovation and resilience within the supply chain [7] Group 5 - Companies like Midea and Haier are taking steps to empower SMEs through platforms that provide resources and support for brand development and innovation [8] - The acquisition of brands by SMEs, such as Jiahe Intelligent's purchase of the German audio brand Beyerdynamic, represents a strategic move towards establishing a presence in high-end markets [9] Group 6 - The Chinese government is implementing policies to support the growth of specialized SMEs, including financial incentives and resources for technology upgrades [11] - The internationalization of supply chains is seen as a way to alleviate domestic pressures, with companies like BYD and CATL establishing production bases in Europe to enhance local service and reduce costs [13]

Summary of the Conference Call Company and Industry Involved - **Company**: 华西电子 (Huaxi Electronics) - **Acquired Company**: 拜亚动力 (Beyerdynamic) - **Industry**: Consumer Electronics, High-End Audio Equipment Key Points and Arguments 1. **Acquisition Purpose**: The acquisition of Beyerdynamic aims to enhance brand effect, escape the declining gross margin of the ODM model, and achieve breakthroughs in market, technology, and supply chain through business synergy [2][3][5] 2. **Beyerdynamic's Financial Recovery**: Despite Beyerdynamic's losses in 2023 due to management integration, profits are expected to normalize in 2024 [2][3] 3. **Family Reasons for Sale**: The sale of Beyerdynamic is attributed to personal reasons of family shareholders rather than issues with brand management [6] 4. **Reduction of ODM Conflicts**: By acquiring a high-end brand in a niche market, the company aims to reduce conflicts with existing ODM clients and achieve complementarity between consumer electronics and professional high-end fields [5] 5. **Impact of U.S. Tariffs**: The company has taken measures to mitigate potential impacts from U.S. tariffs by shifting affected orders to production in Vietnam, which is expected to increase capacity to 25%-30% by 2025 [2][10][12] 6. **AI Glasses Project**: The AI glasses project is progressing well, with nearly 10 products in development and expected sales of 100,000 to 200,000 units in 2026, generating revenue of approximately 200 million to 400 million yuan [2][9] 7. **Management Integration Plan**: Post-acquisition, the management team will remain unchanged initially, with Huaxi Electronics participating in management and setting KPI indicators [4][11][16] 8. **Wearable Products Growth**: The wearable products segment is expected to maintain rapid growth, with positive market sentiment from clients [4][18] 9. **No Significant Impact from 337 Clause**: The company has been listed under the U.S. 337 clause due to a client's product but does not expect any substantial impact as it only acted as an OEM [8] 10. **Future Optical Development Plans**: The company plans to collaborate closely with strong suppliers in the optical field and may consider supply chain acquisitions based on market developments [14] Other Important but Possibly Overlooked Content 1. **Separation of Reduction Announcement**: The reduction announcement is unrelated to the acquisition and is merely a coincidence based on regulatory scheduling [7] 2. **Balance Between ODM and Brand Operations**: The company aims to balance its ODM capabilities with brand operations through the acquisition, enhancing technical capabilities while promoting profitability [13][15] 3. **No Specific Data on Downstream Demand**: There is currently no specific data available regarding downstream demand for Huaxi Electronics' traditional main business [17]

Group 1 - The core point of the announcement is that shareholder Wenyue Investment plans to reduce its holdings by up to 3.765 million shares, which represents 1.00% of the company's total share capital excluding repurchased shares [1] - Wenyue Investment currently holds 12 million shares, accounting for 3.19% of the company's total share capital [1] - The reason for the reduction is stated as a need for personal funds, and the selling price will be determined based on market conditions [1]

| 证券代码：300793 | 证券简称：佳禾智能 公告编号：2025-054 | | --- | --- | | 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 关于特定股东减持计划预披露的公告 | 股东名称 | 持股数量（股） | 占公司剔除回购专用证券账户持 | | --- | --- | --- | | | | 股数量的总股本的比例 | | 泰安市文曜实业投资 | 12,000,000 | 3.19% | | 合伙企业（有限合伙） | | | 泰安市文曜实业投资合伙企业（有限合伙）保证向本公司提供的信息内容真 实、准确、完整，没有虚假记载、误导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示： 持佳禾智能科技股份有限公司（以下简称"公司"或"佳禾智能"）股份 12,000,000 股（占公司剔除回购专用证券账户持股数量的总股本的比例 3.19%） 的股东泰安市文曜实业投资合伙企业（有限合伙）(以下简称"文曜投资")，计 划自本公告披露之日起 15 个交易日后的 3 个月内（即 2025 年 7 月 1 日至 2025 年 9 ...

Core Insights - The company reported a revenue of 2.467 billion yuan for the year 2024, marking a year-on-year increase of 3.76% [1][2] - The net profit attributable to shareholders decreased significantly to 41.32 million yuan, down 68.85% compared to the previous year [1][2] - The net profit after excluding non-recurring gains and losses was 879.57 million yuan, reflecting a decline of 92.07% year-on-year [1][2] - The net cash flow from operating activities was 350.63 million yuan, an increase of 7.51% from the previous year [1][2] Financial Performance Summary - Revenue for 2024: 2,466,702,496.25 yuan, up from 2,377,327,750.08 yuan in 2023, which was a 3.76% increase [2] - Net profit attributable to shareholders for 2024: 41,324,645.69 yuan, down from 132,646,290.80 yuan in 2023, a decrease of 68.85% [2] - Net profit excluding non-recurring items for 2024: 8,795,698.89 yuan, down from 110,917,075.65 yuan in 2023, a decline of 92.07% [2] - Operating cash flow for 2024: 350,628,189.94 yuan, compared to 326,126,169.51 yuan in 2023, an increase of 7.51% [2] Profit Distribution Plan - The company plans to distribute a cash dividend of 1.2 yuan per 10 shares to all shareholders, with no stock dividends or capital reserve transfers [1][2]

Group 1 - Jiahe Intelligent announced a plan to acquire German audio brand Beyerdynamic for €12.2 million (approximately 1.0 billion RMB), with the final transaction amount to be determined based on financial data at the closing date [1] - Beyerdynamic, established in 1924, is a leading brand in the professional headphone market, known for its high-end audio products and strong brand recognition globally [1] - In 2024, Beyerdynamic reported revenues of €84.45 million, a year-on-year increase of 16.57%, and a net profit of €8.54 million, marking a return to profitability [1] Group 2 - Jiahe Intelligent's revenue for 2024 was 2.467 billion RMB, with total assets of 4.375 billion RMB, and headphones accounted for 77.25% of its revenue [2] - The acquisition is expected to enhance Jiahe Intelligent's brand revenue scale, operational capabilities, and facilitate expansion into the European and American markets [2] - The integration of technical resources from both companies aims to complement their strengths in consumer and professional audio products, accelerating technological upgrades and product innovation [2] Group 3 - Concerns have been raised regarding the high acquisition price of 999 million RMB, which is 14 times Beyerdynamic's 2024 net profit, indicating a high valuation risk [3] - Jiahe Intelligent's focus on OEM/ODM and lack of direct consumer market experience may pose challenges in expanding Beyerdynamic's presence in the mass market, potentially requiring significant additional investment [3] - The success of this rare cross-border acquisition in the A-share consumer electronics ODM sector remains to be seen [3]

佳禾智能（300793）公告，公司全资子公司佳禾国际拟以现金方式支付对价，收购Carol Shirley Beyer、 Carina-Gloria Mühling、Kaja Mühling、Daniela Gruidl、Dennis Gruidl、Samantha Carina Edwards、David Edwards持有的beyerdynamic GmbH&Co.KG的全部有限合伙权益、普通合伙人BEYER DYNAMIC Verwaltungs-GmbH的全部股份及股东借款。初步收购价款为1.22亿欧元，最终收购价款将根据最终交割 日财务报表中的数据确定。本次交易不构成关联交易，亦不构成重大资产重组。截至本公告日，公司正 聘请中介机构开展标的公司的审计、评估工作，并推进境外投资相关审批备案程序。 ...

关于签订附带生效条件的收购协议的公告 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。 重要提示： 1.佳禾智能科技股份有限公司（以下简称"公司"或"佳禾智能"）全资子 公司 Cosonic International Pte. Ltd（以下简称"佳禾国际"或"买方"）拟收购 Carol Shirley Beyer、Carina-Gloria Mühling、Kaja Mühling、Daniela Gruidl、Dennis Gruidl、Samantha Carina Edwards、David Edwards（以下合称"卖方"或"交易对 方"）持有的 beyerdynamic GmbH & Co. KG（以下简称"标的公司"或"BD KG"， 系一家注册于德国的有限合伙企业）的全部有限合伙权益，卖方持有的 BD KG 的普通合伙人 BEYER DYNAMIC Verwaltungs-GmbH（以下简称"BD GmbH", 系一家注册于德国的有限责任公司）的全部股份，以及卖方持有的标的公司的股 东借款（以下简称"本次交易"）。2025 年 6 月 5 日， ...

| 证券代码：300793 | 证券简称：佳禾智能 公告编号：2025-052 | | --- | --- | | 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 第三届董事会第二十六次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 会议认为：公司与 beyerdynamic GmbH & Co.KG 同属于电声行业，双方业 务具有较强协同性，通过本次交易，公司可快速提升在高端音频领域的市场竞 争力，拓展自主品牌业务收入、扩充公司的产品品类、提升公司的技术实力、 加速全球布局和市场拓展，进一步提升公司的整体盈利能力。 一、董事会会议召开情况 佳禾智能科技股份有限公司（以下简称"公司"）第三届董事会第二十六 次会议通知于 2025 年 5 月 30 日以电子邮件的形式发出，于 2025 年 6 月 5 日以 现场和通讯表决相结合的方式召开，会议应参会董事 9 名，实际参加会议董事 9 名（其中董事严湘华、严凯，独立董事何华明、王再升、万加富以通讯方式 表决），符合公司章程规定的法定人数，会议由董事长严帆先生主持，公司监 ...