Core Viewpoint - Jiahe Intelligent (300793.SZ) announced plans to utilize 704 million yuan of uninvested raised funds and its interest income for the acquisition of BD KG's entire limited partnership equity, all shares of BD GmbH, and shareholder loans from BD KG [1] Group 1 - The total investment amount for the acquisition is approximately 12.2 million euros, with the net raised funds of 704 million yuan being allocated for this purpose [1] - BD KG is recognized as a global high-end audio equipment brand and manufacturer, with a sales network covering major markets including Europe, the United States, and China [1]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to the Company Law and Securities Law of the People's Republic of China [2][3] - The company is established as a joint-stock limited company and registered in Dongguan City, with a unified social credit code of 914419000810570916 [3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 41.68 million shares on September 17, 2019, and was listed on the Shenzhen Stock Exchange on October 18, 2019 [3][4] - The registered capital of the company is RMB 338.3888 million [6] Business Objectives and Scope - The company's business objective is to focus on the fields of electroacoustics and smart wearables, enhancing technological innovation and product development capabilities to provide professional products and services to customers, create value for shareholders, and maximize social benefits [5] - The company's business scope includes research and development, sales of acoustic and multimedia technologies and products, short-distance wireless communication products, precision electronic product molds, consumer electronics, computer peripheral products, and related embedded software development and sales [5] Shares - The company's shares are issued in the form of stocks, with all issued shares being ordinary shares totaling 338.3888 million [6][21] - The company cannot provide financial assistance for others to acquire its shares, except under specific conditions approved by the shareholders' meeting [7] - The company can increase its capital through various legal means as decided by the shareholders' meeting [7][8] Shareholders and Shareholders' Meeting - The shareholders' meeting is the company's authority, responsible for electing and replacing directors, approving reports from the board, and making decisions on significant company matters [18][20] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of the shares can request a temporary shareholders' meeting [49] Voting and Resolutions - Resolutions at the shareholders' meeting can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [80][82] - Certain significant matters, such as capital increases or decreases, mergers, and amendments to the articles of association, require special resolutions [82]

Group 1 - The board of directors of Jiahe Intelligent Technology Co., Ltd. held its 27th meeting on August 12, 2025, with all 9 directors present, meeting the legal requirements for quorum [1] - The board approved the proposal to submit the acquisition agreement with conditions to the shareholders' meeting, with a unanimous vote of 9 in favor [2] - The board also approved the proposal to change the use of raised funds, which will be submitted to the shareholders' meeting and bondholders' meeting for further approval, also with a unanimous vote of 9 in favor [2][3] Group 2 - The board approved the revision of certain clauses in the company's articles of association, with a unanimous vote of 9 in favor, pending submission to the shareholders' meeting [3] - The board reviewed and approved several amendments to company regulations, all receiving unanimous support of 9 votes in favor, pending submission to the shareholders' meeting [3] - The board approved the proposal to hold the first temporary shareholders' meeting of 2025, with a unanimous vote of 9 in favor [3][4] Group 3 - The board approved the proposal to hold the first bondholders' meeting for Jiahe Convertible Bonds in 2025, with a unanimous vote of 9 in favor [4] - The decisions made during the meeting are documented in the resolutions of the third strategic committee meeting and the 27th board meeting [4][5]

证券代码：300793 证券简称：佳禾智能 公告编号：2025-064 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 本议案尚需提交公司股东大会审议。 具体内容详见同日刊登于中国证监会指定信息披露媒体巨潮资讯网 （http://www.cninfo.com.cn）上的《关于将附带生效条件的收购协议提交公司股 东大会审议的公告》。 （二）审议通过《关于变更募集资金用途的议案》。 本公司及监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、监事会会议召开情况 佳禾智能科技股份有限公司（以下简称"公司"）第三届监事会第十九次会 议通知于 2025 年 8 月 6 日以电子邮件的形式发出，于 2025 年 8 月 12 日以现场 方式召开，会议应参会监事 3 名，实际参加会议监事 3 名，符合公司章程规定的 法定人数，会议由监事会主席曾金林先生召集并主持。本次会议的召集、召开和 表决符合《公司法》及《公司章程》的有关规定，会议合法有效。 二、监事会会议审议情况 （一）审议通过《关于将附带生效条件的收购协议提交公司股东大会审议 的议案》。 表决结果：同 ...

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]