证券代码：301099 证券简称：雅创电子 公告编号：2025-116 上海雅创电子集团股份有限公司 关于为子公司提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 特别风险提示： 上海雅创电子集团股份有限公司（以下简称"公司"）2025 年度预计提供担 保总额度已超过公司最近一期经审计净资产 100%，对资产负债率超过 70%的单 位担保总额度已超过公司最近一期经审计净资产 50%，敬请投资者注意相关风险。 一、担保情况概述 公司于 2025 年 4 月 19 日召开了第二届董事会第三十一次会议和第二届监事 会第二十七次会议，于 2025 年 6 月 27 日召开了 2024 年度股东会，审议通过了 《关于公司及控股子公司为控股子公司提供担保额度预计的议案》。为满足子公 司日常经营需要，保证子公司向业务相关方（包括但不限于银行、金融机构等， 以下简称"业务相关方"）申请综合授信（包括但不限于办理人民币或外币流动资 金贷款、并购贷款、项目贷款、贸易融资、银行承兑汇票、信用证、保函、票据 贴现、保理、出口押汇、外汇远期结售汇及其他金融衍生品等相关 ...

Core Viewpoint - Yachuang Electronics announced the acquisition of 40% equity in Ouchuangxin and 45% equity in Yihainengda for a total consideration of 317 million yuan, aiming to enhance management, support, and profitability post-acquisition [1][2]. Group 1: Transaction Details - The total transaction price is set at 317 million yuan, with Ouchuangxin's 40% equity priced at 200 million yuan and Yihainengda's 45% equity at 117 million yuan [1]. - The payment structure includes approximately 172 million yuan in shares and 27.84 million yuan in cash for Ouchuangxin, and approximately 79.59 million yuan in shares and 37.41 million yuan in cash for Yihainengda [1][2]. Group 2: Financial Metrics - As of June 30, 2025, Ouchuangxin and Yihainengda have total assets of 137 million yuan and 258 million yuan, respectively, with owner equity of 93.68 million yuan and 148 million yuan [2]. - The estimated premium for the transaction is 433.75% for Ouchuangxin and 75.68% for Yihainengda based on owner equity [3]. Group 3: Performance Overview - Ouchuangxin's revenue from 2023 to the first half of 2025 is projected at 852.35 million yuan, 118 million yuan, and 40.26 million yuan, with net profits of 22.82 million yuan, 46.31 million yuan, and 12.27 million yuan, respectively [3]. - Yihainengda's revenue for the same period is expected to be 441 million yuan, 518 million yuan, and 271 million yuan, with net profits of 22.76 million yuan, 29.06 million yuan, and 14.00 million yuan, respectively [3].

Core Viewpoint - Two A-share listed companies have announced significant acquisition plans, indicating ongoing consolidation in the semiconductor and electronic components sectors [1]. Group 1: Acquisition Details - Yachuang Electronics (301099) plans to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of share issuance and cash payment [2][4]. - The share issuance price is set at 30.68 yuan per share, which is 80% of the average stock price over the previous 120 trading days [2][4]. - The total estimated transaction price for Ouchuang is 200 million yuan, with 172 million yuan in shares and 27.84 million yuan in cash, while for Yihai Nengda, the total is 117 million yuan, with 79.59 million yuan in shares and 37.41 million yuan in cash [4]. Group 2: Company Profiles - Ouchuang specializes in analog chip development, focusing on integrated circuit design for LED drivers, power management, and IoT applications, with a strong market presence in automotive lighting and electric two-wheelers [5]. - Yihai Nengda operates as a distributor and solution provider for electronic components, covering various sectors including communications, automotive, and consumer electronics, and has established long-term partnerships with leading global manufacturers [6]. Group 3: Financial Projections - Ouchuang is projected to achieve revenues of 85.24 million yuan and 118.26 million yuan in 2023 and 2024, respectively, with net profits of 22.82 million yuan and 46.31 million yuan [7]. - Yihai Nengda's expected revenues for the same years are 441.03 million yuan and 517.75 million yuan, with net profits of 22.76 million yuan and 29.06 million yuan [7]. Group 4: Strategic Implications - The acquisitions will allow Yachuang Electronics to enhance its control over Ouchuang and Yihai Nengda, improving operational efficiency and competitive strength in the electronic components and analog chip design sectors [6][7]. - The transaction is expected to bolster Yachuang's profitability and overall performance, benefiting shareholders [7].

Group 1 - The core point of the news is that Yachuang Electronics plans to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. for approximately 317 million yuan, enhancing its semiconductor business and market competitiveness [1] - The acquisition will result in Ouchuang and Yihai Nengda becoming wholly-owned subsidiaries of Yachuang Electronics, as the company currently holds 60% and 55% stakes in these firms respectively [1] - The provisional transaction price for Ouchuang's 40% stake is set at 200 million yuan, with share payments of approximately 172 million yuan and cash payments of about 27.84 million yuan [1] Group 2 - Yachuang Electronics reported a revenue of approximately 2.847 billion yuan for the first half of 2023, representing a year-on-year growth of 125.74%, while the net profit attributable to shareholders was 40.82 million yuan, a 1.47% increase year-on-year [2] - The company is pursuing a dual strategy of distributing automotive electronic components and self-research IC design, while also actively exploring emerging technology fields such as AI memory and optical modules [2] - Yachuang Electronics plans to issue shares to no more than 35 specific investors to raise supporting funds for the acquisition, which is expected to enhance asset quality and operational capabilities, creating significant synergies [2]

Core Viewpoint - The company plans to acquire 40% of Shenzhen Ouchuangxin Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of share issuance and cash payment, with the aim of enhancing asset quality and operational capabilities [1][14]. Group 1: Transaction Details - The transaction involves a total payment of approximately 3.17 billion yuan, with 2 billion yuan allocated for Ouchuangxin and 1.17 billion yuan for Yihai Nengda [3]. - The share issuance price is set at 30.68 yuan per share, which is compliant with regulations as it is not lower than 80% of the average stock price over the past 120 trading days [7][8]. - The funds raised will be used for cash payments, transaction taxes, construction of projects, and to supplement working capital [9]. Group 2: Company Performance - The company reported a revenue of approximately 2.847 billion yuan for the first half of the year, representing a year-on-year increase of 125.74%, with a net profit of 40.82 million yuan, up 1.47% [10]. - The AI strategy has shown initial success, with AI memory sales reaching 73.56 million yuan and related AI glasses business contributing over 53 million yuan [10]. Group 3: Target Companies Overview - Ouchuangxin specializes in analog chip development, focusing on integrated circuit design for LED drivers and power management, with significant market share in automotive lighting and home lighting [10][12]. - Yihai Nengda operates as a distributor and solution provider in the electronic components industry, representing various passive and active components, and has established long-term partnerships with leading manufacturers [11][12].

Group 1 - Yachuang Electronics (301099) announced plans to acquire 40% of Ouchuang Semiconductor and 45% of Yihai Nengda through a combination of stock issuance and cash payment, with a share price set at 30.68 yuan per share [1][3] - The estimated transaction price for Ouchuang's 40% stake is 200 million yuan, with 172 million yuan in stock and 27.84 million yuan in cash, while Yihai Nengda's 45% stake is estimated at 117 million yuan, with 79.59 million yuan in stock and 37.41 million yuan in cash [3][6] - The funds raised will be used for cash payments, taxes, construction of projects, and to supplement working capital, with no more than 25% of the transaction price or 50% of the total raised funds allocated for working capital [3][6] Group 2 - Ouchuang Semiconductor specializes in analog chip design and has a strong market presence in automotive lighting and other applications, while Yihai Nengda is a distributor of electronic components with a broad client base across various industries [4][5] - Post-acquisition, both Ouchuang and Yihai Nengda will become wholly-owned subsidiaries of Yachuang Electronics, enhancing the company's control and operational efficiency in the electronic components distribution and analog chip design sectors [5][6] - The projected revenues for Ouchuang are 85.24 million yuan and 118.26 million yuan for 2023 and 2024, respectively, while Yihai Nengda's revenues are expected to be 441.03 million yuan and 517.75 million yuan for the same years, indicating a positive outlook for Yachuang's profitability post-transaction [6]

Group 1: Fuda Alloy Acquisition - Fuda Alloy announced a major asset purchase to acquire 52.61% of Zhejiang Guangda Electronic Technology Co., Ltd. for a transaction price of 352 million yuan, making Guangda a subsidiary [1][2] - This acquisition follows the termination of a previous 15.5 billion yuan acquisition of Sanmenxia Aluminum Industry, indicating a renewed focus on significant asset restructuring [2] - The valuation of Guangda shows a book value of 24.7 million yuan and an assessed value of 67 million yuan, resulting in an appreciation rate of 171.38% [2] Group 2: Yachuang Electronics Acquisition - Yachuang Electronics plans to acquire 40% of Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% of Shenzhen Yihai Nengda Co., Ltd. through a combination of cash and stock issuance, with the stock price set at 30.68 yuan per share [3][4] - The transaction prices are set at 200 million yuan for Ouchuang and 117 million yuan for Yihai Nengda, which will become wholly-owned subsidiaries post-acquisition [3] - This move aims to enhance control over the acquired companies, improving operational efficiency and core competitiveness in the electronic components distribution and IC design sectors [3] Group 3: Galaxy Magnet Acquisition - Galaxy Magnet intends to acquire 100% of Sichuan Jingsheng Longtai Technology Co., Ltd. through stock issuance, with the share price set at 23.15 yuan [4] - The acquisition will expand Galaxy Magnet's product offerings in magnetic materials, particularly in the automotive sector, enhancing market share and resilience against market risks [4] - The stable raw material prices for permanent ferrite products are expected to provide more certainty in operations, compensating for declining overseas market demand [4]

Core Viewpoint - Fuda Alloy is undergoing a significant asset restructuring by acquiring a 52.61% stake in Zhejiang Guangda Electronic Technology Co., Ltd. for 352 million yuan, marking a strategic move into the photovoltaic conductive silver paste sector [2][4]. Group 1: Fuda Alloy's Acquisition - The acquisition price for Guangda Electronic is set at 352 million yuan, and upon completion, it will become a subsidiary of Fuda Alloy [2]. - The transaction follows the termination of a previous acquisition of Sanmenxia Aluminum Industry worth 15.5 billion yuan [2]. - The assessment of Guangda Electronic shows a book value of 247 million yuan and an appraisal value of 670 million yuan, resulting in an appreciation rate of 171.38% [4]. Group 2: Performance Commitments and Risks - The performance commitment stipulates that Guangda Electronic must achieve a cumulative net profit of no less than 203 million yuan over the years 2025, 2026, and 2027, with clear compensation arrangements if the commitments are not met [4]. - Several risks are associated with the transaction, including the potential failure to meet performance commitments, industry volatility, high customer concentration, and fluctuations in raw material prices [5]. Group 3: Market Context - As of September 26, Fuda Alloy's stock closed at 20.07 yuan per share, with a total market capitalization exceeding 2.7 billion yuan [4].

Core Viewpoint - Two A-share listed companies, Yachuang Electronics and Yinhe Magnetic, have announced significant acquisition plans to enhance their market positions and operational efficiencies through strategic investments in semiconductor and magnetic materials sectors [1][6]. Group 1: Yachuang Electronics Acquisition - Yachuang Electronics plans to acquire 40% of Ouchuang Semiconductor and 45% of Yihai Nengda through a combination of stock issuance and cash payment, with a total estimated transaction value of approximately 3.17 billion yuan [1][3]. - The acquisition price for Ouchuang is tentatively set at 200 million yuan, with 172 million yuan in stock and 27.84 million yuan in cash, while Yihai Nengda's price is set at 117 million yuan, with 79.59 million yuan in stock and 37.41 million yuan in cash [3][6]. - The funds raised will be used for cash payments, transaction taxes, construction of projects, and to supplement working capital, with a maximum of 25% allocated for working capital [3][6]. Group 2: Business Profiles of Acquired Companies - Ouchuang Semiconductor specializes in analog chip design and has a strong market presence in automotive lighting and LED driver applications, with significant market share and brand recognition [4][5]. - Yihai Nengda operates as a distributor and solution provider in the electronic components industry, covering various sectors including communications, automotive, and consumer electronics, and has established long-term partnerships with leading global manufacturers [4][5]. Group 3: Financial Performance and Strategic Benefits - Post-acquisition, Yachuang Electronics will enhance its control over Ouchuang and Yihai Nengda, improving operational efficiency and competitive advantage in the electronic components and analog chip design markets [5][6]. - Ouchuang's projected revenues for 2023 and 2024 are approximately 85.24 million yuan and 118.26 million yuan, with net profits of 22.82 million yuan and 46.31 million yuan, while Yihai Nengda's revenues are expected to be 441.03 million yuan and 517.75 million yuan, with net profits of 22.76 million yuan and 29.06 million yuan [6].

Core Viewpoint - Yachuang Electronics plans to acquire 40% equity in Shenzhen Ouchuang Semiconductor Co., Ltd. and 45% equity in Shenzhen Yihai Nengda Co., Ltd. through a combination of share issuance and cash payment, with the aim of enhancing asset quality and operational capabilities [1][13] Group 1: Transaction Details - The transaction involves purchasing 40% equity of Ouchuang for a tentative price of 200 million yuan, with 172.16 million yuan paid in shares and 27.84 million yuan in cash [4] - The acquisition of 45% equity in Yihai Nengda is tentatively priced at 117 million yuan, with 79.59 million yuan in shares and 37.41 million yuan in cash [4] - The share issuance price is set at 30.68 yuan per share, which is compliant with regulations [6][8] Group 2: Financial Performance - Yachuang Electronics reported a revenue of approximately 2.847 billion yuan for the first half of the year, a year-on-year increase of 125.74%, and a net profit of 40.82 million yuan, up 1.47% [10] - Ouchuang is projected to achieve revenues of 85.24 million yuan and 118.26 million yuan in 2023 and 2024, respectively, with net profits of 22.82 million yuan and 46.31 million yuan [11] - Yihai Nengda is expected to generate revenues of 441.03 million yuan and 517.75 million yuan in 2023 and 2024, with net profits of 22.76 million yuan and 29.06 million yuan [11] Group 3: Strategic Rationale - The acquisition is expected to create synergies between Yachuang's existing business and the newly acquired companies, enhancing the overall strategic direction [10][13] - The transaction will not lead to a change in control of the company and is not classified as a major asset restructuring [9]