国信证券股份有限公司 关于 上海雅创电子集团股份有限公司 重大资产购买 一、独立财务顾问声明 1、本独立财务顾问与上市公司及交易各方无其它利益关系，就本次交易发 表的有关意见是完全独立进行的； 2、本独立财务顾问报告所依据的文件、材料由雅创电子、标的公司和有关 各方提供。雅创电子、标的公司已出具承诺：保证为本次交易所提供的所有信息 真实、准确和完整，不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信 息的真实性、准确性和完整性承担相应的法律责任。本独立财务顾问不承担由此 引起的任何风险责任； 之 独立财务顾问报告 （修订稿） 独立财务顾问 签署日期：二零二四年六月 上海雅创电子集团股份有限公司 独立财务顾问报告（修订稿） 声明与承诺 国信证券股份有限公司接受上海雅创电子集团股份有限公司委托，担任上海 雅创电子集团股份有限公司本次重大资产购买之独立财务顾问，并制作本独立财 务顾问报告。本独立财务顾问报告系依据《公司法》《证券法》《重组管理办法》 《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产 重组》《上市公司并购重组财务顾问业务管理办法》《深圳证券交易所创业板股票 上市规则》等有关 ...

Financial Performance and Dividends - Total shares for dividend distribution: 79,200,000 shares after deducting 800,000 shares from the repurchase account[1] - Cash dividend proposal: 0.7 RMB per 10 shares (tax included)[1] - Capital reserve transfer: 3 additional shares per 10 shares[1] - Revenue for 2023 reached 2.47 billion yuan, a 12.14% increase compared to 2022[21] - Net profit attributable to shareholders in 2023 was 53.26 million yuan, a 65.45% decrease from 2022[21] - Operating cash flow improved significantly, with a 55.01% reduction in negative cash flow to -124.09 million yuan in 2023[21] - Basic earnings per share decreased by 65.28% to 0.67 yuan in 2023[21] - Weighted average return on equity dropped to 5.31% in 2023, down 11.61 percentage points from 2022[21] - Total assets grew by 25.66% to 2.68 billion yuan at the end of 2023[21] - Q4 2023 revenue was the highest at 815.74 million yuan, showing strong seasonal performance[23] - Q2 2023 had the highest net profit attributable to shareholders at 16.70 million yuan[23] - Q4 2023 saw the largest negative operating cash flow at -149.39 million yuan[23] - The company's revenue has shown consistent growth, increasing from 1.42 billion yuan in 2021 to 2.47 billion yuan in 2023[21] - In 2023, the company achieved operating revenue of RMB 2.470223 billion, a year-on-year increase of 12.14%, with a gross profit margin of 17.87%, down 2.56 percentage points year-on-year[60] - The company's net profit attributable to shareholders of the listed company was RMB 53.2625 million, a year-on-year decrease of 65.45%[64] - The company's operating cash flow improved significantly, with a net cash flow from operating activities of -124.09 million yuan in 2023, compared to -275.81 million yuan in 2022, an increase of 55.01%[78] - The net cash flow from financing activities increased by 59.94% to 649.91 million yuan in 2023, primarily due to the issuance of convertible bonds[78] - The company's cash and cash equivalents increased by 487.18% to 237.94 million yuan in 2023, compared to a decrease of 61.45 million yuan in 2022[78] - The company's investment activities resulted in a net cash outflow of 279.19 million yuan in 2023, a 43.87% increase from 2022, mainly due to payments for WEC and Weili equity transfers[78] - The company's non-operating income included a significant investment loss of 27.72 million yuan, accounting for -36.33% of total profit, due to the acquisition of Weili equity[83] - The company's asset impairment loss was 30.34 million yuan, primarily due to inventory write-downs[83] - The company's credit impairment loss was 7.35 million yuan, mainly due to bad debt provisions for accounts receivable[83] - The company's operating cash flow was significantly impacted by the discounting of received bills, with 180.79 million yuan from bill discounting included in financing activities in 2023[81] - Cash and cash equivalents increased by 111.7% to 452.26 million yuan, accounting for 16.87% of total assets, primarily due to the issuance of convertible bonds[85] - Accounts receivable increased by 10.0% to 877.40 million yuan, but its proportion of total assets decreased by 4.65 percentage points to 32.73%[85] - Inventory decreased by 25.3% to 304.11 million yuan, with its proportion of total assets dropping by 7.75 percentage points to 11.34%, due to enhanced inventory management and increased sales[86] - Long-term equity investments increased to 132.14 million yuan, accounting for 4.93% of total assets, mainly due to the acquisition of a stake in Weiyali[86] - Short-term borrowings increased by 32.5% to 724.45 million yuan, accounting for 27.03% of total assets, driven by increased bank loans as revenue grew[86] - Trading financial assets increased by 105.5% to 119.83 million yuan, accounting for 4.47% of total assets, mainly due to increased structured deposits and bills[86] - Goodwill increased by 28.9% to 126.92 million yuan, accounting for 4.73% of total assets, primarily due to the consolidation of WEC[86] - Overseas assets accounted for 14.53% of the company's net assets, with Hong Kong Taixin contributing 15.81 million yuan in net assets and 2.34 million yuan in net profit[87] - The fair value of trading financial assets (excluding derivatives) increased by 105.5% to 119.83 million yuan, with a fair value change of 2.27 million yuan during the period[88] - Total investment in the reporting period increased by 7.64% to 270.48 million yuan compared to the same period last year[90] Subsidiaries and Acquisitions - Key subsidiaries include Shanghai Yaxinli Electronics Trading Co., Ltd. and Kunshan Yachuang Electronics Parts Co., Ltd.[11] - Subsidiary structure includes Hong Kong UPC Electronics Pte Limited and its subsidiaries in Singapore, India, and Malaysia[11] - Controlled subsidiaries such as Shenzhen Yihainengda Co., Ltd. and its affiliates in Wuhan and Hong Kong[11] - Strategic holdings in semiconductor companies like Shenzhen Ouchuangxin Semiconductor Co., Ltd.[11] - International presence through subsidiaries like WE Components India Pvt Ltd and WE Components (Penang) Sdn Bhd[11] - Subsidiary network spans across regions including South Korea, Hong Kong, and mainland China[11] - The company acquired 21.24% of Wai Lee's shares in March and April 2023, with Wai Lee generating annual sales of 3 billion HKD and an average annual net profit of 30 million HKD over the past decade[40] - The company acquired 86% of WEC's shares in June 2023, expanding its distribution business in Southeast Asia, including Vietnam, Malaysia, India, and Thailand[41] - The company acquired 60% of Edenway's shares in December 2023 for 6,000 HKD, focusing on the server power module market driven by cloud computing and 5G development[42] - The company invested 4 million RMB in December 2023 to acquire a 4.26% stake in Naso Technology, which specializes in automotive electronics and has long-term relationships with over 80% of Tier 1 and OEM suppliers[43] - The company invested 12 million RMB in March 2024 to acquire a 2.5% stake in FuriKun, a company specializing in RF IC chips, including automotive-grade Bluetooth SoC chips[44] - The company established a joint venture in March 2024 with a 25% stake, investing 10 million RMB to enhance its self-developed IC technology and reduce operational risks[45] - The company expanded its overseas market presence by acquiring WEC, which has sales offices in Vietnam, Malaysia, India, and Thailand, and plans to further globalize its operations[46] - The company's wholly-owned subsidiary acquired 86% equity of WE Components Pte. Ltd through cash payment, which has strong synergy with the company's business[137] - The company's wholly-owned subsidiary acquired partial equity of Wai Lee Electronics (Group) Co., Ltd through cash payment, which has strong synergy with the company's business[137] - The company completed the acquisition of 21.24% equity in Wailly Electronics (Group) Co., Ltd. for RMB 149,021,646.97[93] - The company acquired 86% equity in WEComponents Pte. Ltd. for RMB 112,561,944.32[93] - The company's subsidiary, Hong Kong UPC, now holds 100% equity in WEC, accelerating the layout in the Southeast Asian market[94] - The company's goodwill as of the reporting period was RMB 126,921,100, accounting for 4.73% of total assets[97] - The company added 10 new subsidiaries during the reporting period, bringing the total number of subsidiaries to 29[73] - Added 10 new subsidiaries during the reporting period, including the acquisition of Zhongao Electronics for HKD 10,000 and WEC's remaining 86% stake for USD 15.89 million[174] - Acquired 55% controlling stake in Yihainengda with performance commitments of RMB 20 million, RMB 21.5 million, and RMB 22.5 million for 2022, 2023, and 2024 respectively, totaling RMB 64 million[176] - Hong Kong Taixin acquired a 21.24% stake in Weili, becoming its largest shareholder[192] - The company's wholly-owned subsidiary, Hong Kong UPC, acquired 86% of WE Components Pte. Ltd for up to 15,892,519 USD[192] R&D and Technological Advancements - The company's R&D expenditure increased by 15% to $200 million, focusing on next-generation semiconductor technologies[12] - The company's R&D expenses for 2023 reached 63.278 million RMB, a year-on-year increase of 26.28%, with multiple products entering the testing phase[47] - The company's R&D personnel remained stable at 125 in 2023, with a slight decrease in the proportion of R&D personnel from 24.90% to 21.74%[76] - The company's investment in R&D projects, such as the high-power headlight project and smart lighting Bluetooth networking, has entered the pre-mass production stage, aiming to enhance market competitiveness[76] - Development of IC standby low quiescent current technology, aiming for a quiescent current not exceeding 10uA across rated voltage and temperature ranges, to expand the company's low quiescent current LDO product market share and secure stable sales[75] - Synchronous buck converter IC designed to operate at internal frequencies of 200kHz~2.5MHz or synchronize with external clocks, enhancing product competitiveness in automotive lighting, cabin, ADAS, and TBox applications[75] - 1-channel linear step-down constant current LED driver IC with a maximum output current of 300mA, incorporating adaptive heat dissipation and fault feedback to improve precision and reliability, currently in mass production verification[75] - SEPIC LED driver IC with a maximum operating voltage of 75V, designed to ensure stability under abnormal conditions and improve market share in automotive lighting, currently in engineering sample testing and debugging[75] - 3A synchronous step-down constant current LED driver IC with EN/PWM dimming control, addressing EMC compatibility issues and targeting the growing LED application market in China, currently under revision[75] - 16-channel streamlined LED driver IC supporting up to 256 channels with AFC dynamic optimization, designed to meet global demand for automotive dynamic lighting LED drivers, currently under revision[75] - 6-channel DC/DC boost backlight LED driver IC with a maximum output voltage of 50V, optimizing EMC compatibility and targeting new markets in small LCD panels, currently in engineering sample testing and debugging[75] - 2-channel high-side switch driver IC with adjustable current limit levels and temperature monitoring, aiming to expand into various automotive applications beyond the existing LDM market, currently in R&D sample phase[75] - SOC IC composite IC integrating MCU and RGB LED driver, targeting automotive RGB/RGBW SoC IP to enhance customer satisfaction, currently in circuit design phase[75] - 10A single full-bridge DC motor driver IC with H/S switch charge pump, designed to expand the customer base and ensure stable sales in the Chinese market, currently in circuit design phase[75] Market and Industry Trends - The global semiconductor market is expected to grow to $673.1 billion in 2024, with a compound annual growth rate (CAGR) of 8.8% from 2023 to 2032, reaching $1.3 trillion by 2032[28] - The automotive electronics market is expanding rapidly, with the cost of automotive electronics accounting for 15%-28% of the total cost of fuel vehicles and 65% for pure electric vehicles[29] - The communication industry is the largest application market for analog chips, accounting for 37.5% of the market share in 2022, while the automotive sector is the second largest, with a market share expected to increase from 24.7% in 2022 to 26.3% by 2026[30] - The global power management IC market size was approximately $36.8 billion in 2021, with China accounting for 36% of the market share, reaching $13.2 billion[34] - The automotive electronics market is driven by the "three transformations" (electrification, intelligence, and connectivity), with analog chips playing a significant role, accounting for 14% of the value of automotive semiconductors[30] - The company's performance is influenced by the cyclical nature of the automotive industry, with sales typically higher in the second half of the year due to seasonal factors[35] Corporate Governance and Management - The company's board of directors consists of 7 members, including 3 independent directors, and held 9 board meetings during the reporting period[107] - The company's supervisory board consists of 3 members, including 1 employee representative, and held 9 supervisory board meetings during the reporting period[108] - The company has established 4 specialized committees under the board of directors: strategy, audit, nomination, and compensation and evaluation committees[107] - The company maintains independence in business, assets, personnel, organization, and finance from its controlling shareholders and actual controllers[113] - The company has an independent and complete business system with no competition or related-party transactions with controlling shareholders or their affiliates[114] - The company possesses complete control over its assets, which are strictly separated from shareholders' assets[115] - The company strictly implements insider information registration management and did not experience any insider information leaks or trading during the reporting period[111] - The company actively manages investor relations through various channels, including regular reports and investor hotlines[112] - The company's actual governance status shows no significant differences from relevant laws, regulations, and regulatory requirements[112] - The company's 2022 annual general meeting had an investor participation rate of 68.86%[121] - Zhang Wenjun resigned as a director on April 25, 2023, due to Tongchuang Co., Ltd. reducing its shareholding in the company to below 5%[122] - Xu Guanghai was elected as a non-independent director at the 2022 annual general meeting on May 12, 2023[122] - Xie Lishu, the chairman and general manager, holds 44,880,000 shares as of the end of the reporting period[117] - Huang Shaoli, a director, holds 0 shares as of the end of the reporting period[117] - Hua Liang, a director, holds 0 shares as of the end of the reporting period[117] - The company has an independent financial department and accounting system, with no shared bank accounts with controlling shareholders[120] - Lu Peng has been serving as an independent director since July 2019[123] - Gu Jianzhong has been serving as an independent director since July 2019[124] - Chang Qijun has been serving as an independent director since June 2022[125] - The company's board members and senior management received a total of 6.63 million yuan in pre-tax compensation during the reporting period, with the highest individual compensation being 1.4181 million yuan for the CFO and Board Secretary[130] - The company's independent directors received an allowance of 64,000 yuan each, as approved by the board and shareholders[130] - The company held three board meetings during the reporting period, with resolutions disclosed on the official website[130] - The company's board members hold multiple positions in affiliated companies, with several appointments made on October 17, 2023[128] - The company's senior management, including the Chairman and CEO, received compensation ranging from 106,760 yuan to 119,760 yuan[130] - The company's board members are involved in various subsidiaries, including electronic and investment companies, with appointments spanning from 2008 to 2023[128] - The company's compensation structure for board members and senior management includes basic salary, bonuses, and social insurance benefits[130] - The company's board members hold positions in both domestic and international subsidiaries, including Hong Kong and Shanghai-based companies[128] - The company's board members are involved in technology and investment-related subsidiaries, with some holding executive roles[128] - The company's board members have a diverse range of roles, including non-executive directors and independent directors, with varying compensation structures[130] - The company maintained the existing board of directors and senior management team to ensure stability and healthy development[137] - The company's board of directors and senior management team members were proposed to remain unchanged to ensure stability and healthy development[137] - The company's audit committee strictly reviewed and approved the 2022 financial statements, profit distribution plan, and internal control self-assessment report[137] - The company's compensation and assessment committee strictly reviewed and approved the 2023 director and executive compensation plans[137] - The company's nomination committee proposed to maintain the existing board of directors and senior management team[137] - The company's strategic committee approved the acquisition plans of WE Components Pte. Ltd and Wai Lee Electronics (Group) Co., Ltd[137] - The company's board of directors held 9 meetings during the reporting period, with all directors attending either in person or via teleconference[133] - The company's directors did not raise any objections to the company's matters during the reporting period[134] - Total number of employees at the end of the reporting period is 575, with 235 from the parent company and 340 from major subsidiaries[140] - The company plans to strengthen performance orientation, optimize welfare policies, enhance salary competitiveness, and promote salary fairness in future salary planning[141] - The company will organize professional trainers

| | | 上海雅创电子集团股份有限公司 重大资产购买报告书（草案） （修订稿） 交易对方 独立财务顾问 威雅利电子（集团）有限公司除香港台信以外的全体已发行股份股东、全体购股权持有 投资者在评价公司本次重大资产重组事项时，除本报告书内容以及与本报 告书同时披露的相关文件外，还应认真考虑本报告书披露的各项风险因素。投 资者若对本报告书存在任何疑问，应咨询自己的股票经纪人、律师、专业会计 师或其他专业顾问。 2 人 签署日期：二零二四年六月 上海雅创电子集团股份有限公司 重大资产购买报告书（草案）（修订稿） 上市公司声明 本公司及全体董事、监事、高级管理人员保证本报告书的内容真实、准确、 完整，不存在虚假记载、误导性陈述或者重大遗漏，并对所提供信息的真实性、 准确性和完整性承担个别和连带的法律责任；如本次交易因涉嫌所提供或者披 露的信息存在虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者 被中国证监会立案调查的，在案件调查结论明确之前，本公司控股股东、实际 控制人、全体董事、监事、高级管理人员将暂停转让其在本公司拥有权益的股 份。 本公司负责人和主管会计工作的负责人、会计机构负责人保证本报告书及 其摘要 ...

| | | 上海雅创电子集团股份有限公司 关于本次交易相关内幕信息知情人买卖股票情况的 2、标的公司及其主要负责人及相关知情人员； 3、本次交易相关中介机构及经办人员； 自查报告的公告 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。 上海雅创电子集团股份有限公司（以下简称"上市公司"、"公司"、"雅创 电子"）的全资子公司香港雅创台信电子有限公司（以下简称"香港台信"），拟 以现金方式向威雅利电子（集团）有限公司（以下简称"威雅利"）除香港台信 以外的全体已发行股份股东发起有条件自愿性全面要约，同时向威雅利购股权 持有人发出购股权现金要约并进行注销，最终获得的股份数量、注销的购股权 数量视要约接纳情况确定（以下简称"本次交易"、"本次重大资产重组"）。 根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内 容与格式准则第 26 号——上市公司重大资产重组》《监管规则适用指引——上 市类第 1 号》《深圳证券交易所上市公司自律监管指引第 8 号——重大资产重组 （2023 年修订）》等文件的规定，公司董事会对本次交易相关内幕信息知情人 买卖公司股票 ...

国信证券股份有限公司 关于 深圳证券交易所 《关于对上海雅创电子集团股份有限公司 的重组问询函》 之 2 核查意见 独立财务顾问 二零二四年六月 深圳证券交易所创业板公司管理部： 上海雅创电子集团股份有限公司（以下简称"公司"、"上市公司"或"雅创 电子"）于 2024 年 5 月 14 日收到贵所下发的《关于对上海雅创电子集团股份有 限公司的重组问询函》（创业板非许可类重组问询函〔2024〕第 2 号，以下简称 "《问询函》"）。国信证券股份有限公司（以下简称"国信证券"或"独立财务顾 问"）作为雅创电子的独立财务顾问，对有关事项进行了认真分析与核查，现就 核查情况回复如下： 如无特别说明，本核查意见所述的词语或简称与《上海雅创电子集团股份有 限公司重大资产购买报告书（草案）》（以下简称"《重组报告书》"）中"释义" 所定义的词语或简称具有相同的含义。 本核查意见中若出现各分项数值之和与总数尾数不符的情况，均为四舍五入 原因造成。 本核查意见的字体： | 问询函所列问题 | 黑体 | | --- | --- | | 对问询函问题的回复 | 宋体 | | 对《重组报告书》等文件的修订、补充 | 楷体（加粗） ...

| 证券代码：301099 | 证券简称：雅创电子 | 公告编号：2024-063 | | --- | --- | --- | | 债券代码：123227 | 债券简称：雅创转债 | | 上海雅创电子集团股份有限公司 第二届监事会第二十一次会议决议公告 本公司及监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。 一、监事会会议召开情况 上海雅创电子集团股份有限公司（以下简称"公司"）第二届监事会第二十一 次会议于 2024 年 6 月 25 日以通讯方式召开。本次会议通知于 2024 年 6 月 23 日 以书面方式发出。会议应出席监事 3 人，实际出席监事 3 人。会议由监事会主席 张燕珍女士召集并主持，公司董事会秘书、证券事务代表列席本次会议。本次会 议的召集、召开符合《中华人民共和国公司法》和《上海雅创电子集团股份有限 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 与会监事审议并以记名投票表决的方式，审议并通过了如下议案： 1、审议通过《关于前期会计差错调整及相关定期报告更正的议案》 经审议，监事会认为本次会计差错更正符合《企业会计准则第 28 号— ...

国信证券股份有限公司 关于上海雅创电子集团股份有限公司本次交易 相关内幕信息知情人买卖股票情况的自查报告的核查意见 上海雅创电子集团股份有限公司（以下简称"上市公司"）的全资子公司香 港雅创台信电子有限公司（以下简称"香港台信"），拟以现金方式向威雅利电 子（集团）有限公司（以下简称"威雅利"）除香港台信以外的全体已发行股份 股东发起有条件自愿性全面要约，同时向威雅利购股权持有人发出购股权现金要 约并进行注销，最终获得的股份数量、注销的购股权数量视要约接纳情况确定（以 下简称"本次交易"、"本次重大资产重组"）。 国信证券股份有限公司（以下简称"国信证券"）作为本次交易的独立财务顾 问，根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内 容与格式准则第26号——上市公司重大资产重组》《监管规则适用指引——上市 类第1号》《深圳证券交易所上市公司自律监管指引第8号——重大资产重组（2023 年修订）》等文件的规定，对上市公司本次交易相关内幕信息知情人买卖公司股 票的情况进行了核查，具体如下： 一、本次交易的内幕信息知情人自查期间 本次交易的内幕信息知情人的自查期间为上市公司就本次交易披露提示性 ...

上海市广发律师事务所 关于上海雅创电子集团股份有限公司 重大资产重组相关股票买卖情况的 专项核查意见 电话：021-58358013|传真：021-58358012 网址：http://www.gffirm.com|电子信箱：gf@gffirm.com 办公地址：上海市浦东新区南泉北路 429 号泰康保险大厦 26 楼|邮政编码：200120 上海市广发律师事务所 关于上海雅创电子集团股份有限公司 重大资产重组相关股票买卖情况的 专项核查意见 致：上海雅创电子集团股份有限公司 上海市广发律师事务所（以下简称"本所"）接受上海雅创电子集团股份有 限公司（以下简称"雅创电子"、"公司"或"上市公司"）的委托，作为雅创 电子本次通过全资子公司发起有条件自愿性全面要约暨重大资产重组事项的专 项法律顾问。本所现就本次重大资产重组相关人员及机构买卖雅创电子股票情况 进行核查并出具本专项核查意见。 注：上表中"累计买入"和"累计卖出"的情况包含买入还券、卖出融券、中国证券金 融股份有限公司（以下简称"证金公司"）出借证券给证券公司以及证券公司归还证券给证 金公司，但不包含相关划拨。 针对上述股票买卖行为，国信证券承诺："上 ...

Financial Performance - The company's operating revenue for the first half of 2023 was ¥955,419,333.38, a decrease of 2.18% compared to ¥976,745,010.33 in the same period last year[23]. - The net profit attributable to shareholders was ¥27,370,998.73, down 64.64% from ¥77,395,954.37 year-on-year[23]. - The basic earnings per share decreased to ¥0.34, down 64.95% from ¥0.97 in the same period last year[23]. - The total profit for the first half of 2023 was CNY 38,129,182.36, compared to CNY 100,949,315.53 in the previous year, indicating a decrease of approximately 62.3%[1]. - The total comprehensive income for the first half of 2023 was CNY 34,646,781.58, a decrease from CNY 90,236,146.83 in the same period of 2022[181]. - The company's total assets increased to CNY 2,219,567,822.96 from CNY 2,133,249,716.90[175]. - The total equity attributable to shareholders was CNY 972,691,073.64, down from CNY 981,517,618.16[175]. Cash Flow - The net cash flow from operating activities improved significantly to ¥52,066,701.87, compared to a negative cash flow of ¥172,636,101.07 in the previous year, marking a 130.16% increase[23]. - The company reported a net cash outflow from investment activities of ¥204,998,838.34 for the first half of 2023, worsening from a net outflow of ¥90,640,739.34 in the same period of 2022[188]. - Cash inflow from financing activities reached ¥671,494,820.55 in the first half of 2023, compared to ¥494,717,509.70 in the first half of 2022, marking an increase of approximately 35.7%[188]. - The ending balance of cash and cash equivalents increased to ¥274,667,317.67 at the end of the first half of 2023, compared to ¥240,419,806.88 at the end of the first half of 2022[188]. Market and Industry Focus - The company focuses on semiconductor integrated circuits, including NAND Flash and DRAM storage chips[14]. - The company aims to expand its market presence in consumer electronics and automotive sectors, particularly in vehicle-grade chips[14]. - The automotive electronics market is expected to grow significantly, with a projected market size of $148.6 billion in China by 2026[33]. - New energy vehicle production and sales reached 3.788 million and 3.747 million units respectively in the first half of 2023, representing year-on-year growth of 42.4% and 44.1%[32]. Research and Development - The company is investing in research and development for new products, particularly in power management ICs and analog chips[14]. - Research and development expenses increased by 45.93% to ¥29,887,002.71, driven by the expansion of R&D personnel and the integration of new subsidiaries[66]. - The company plans to increase R&D investment to enhance product recognition in the automotive power management IC market[54]. Supply Chain and Partnerships - The company emphasizes the importance of partnerships with Tier 1 and Tier 2 suppliers for system assembly and component supply[14]. - The company has successfully integrated its power management IC products into the supply chains of major automotive brands, including BYD, Geely, and Great Wall[40]. - The company has established long-term partnerships with well-known foundries and packaging/testing manufacturers, ensuring stable production and quality control[47]. Risk Management - The company faces potential risks which are detailed in the report's management discussion and analysis section[3]. - The company will closely monitor foreign exchange fluctuations to manage risks associated with currency volatility affecting its operations[102]. - The company faces risks from macroeconomic fluctuations that could impact the demand for electronic components across various industries[102]. Corporate Governance - The company emphasizes compliance with laws and regulations, ensuring transparency and communication with investors through various channels[115]. - The company has established a comprehensive human resources management system to support employee development and well-being[115]. - The company is committed to improving its internal training and incentive mechanisms to retain core technical personnel and enhance overall business capabilities[101]. Shareholder Information - The company plans not to distribute cash dividends, issue bonus shares, or increase capital from reserves[4]. - The total number of shareholders at the end of the reporting period was 11,712[159]. - The largest shareholder, Xie Lishu, holds 44,880,000 shares, representing 56.10% of total shares, with 2,800,000 shares pledged[159].

上海雅创电子集团股份有限公司（以下简称"公司"）的全资子公司香港雅 创台信电子有限公司（以下简称"香港台信"），拟以现金方式向威雅利电子（集 团）有限公司（以下简称"威雅利"）除香港台信以外的全体已发行股份股东发 起有条件自愿性全面要约，同时向威雅利购股权持有人发出购股权现金要约并进 行注销，最终获得的股份数量、注销的购股权数量视要约接纳情况确定（以下简 称"本次交易"）。本次交易构成《上市公司重大资产重组管理办法》（以下简 称"《重组管理办法》"）所规定的重大资产重组。 证券代码：301099 证券简称：雅创电子 公告编号：2024-072 转债代码：123227 转债简称：雅创转债 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。 上海雅创电子集团股份有限公司 关于重大资产购买报告书（草案）（修订稿）（更新后） 修订说明的公告 2024年4月27日，公司召开第二届董事会第二十一次会议及第二届监事会第 十九次会议，审议通过了《关于<上海雅创电子集团股份有限公司重大资产购买 报告书（草案）>及其摘要的议案》等与本次交易相关的议案，具体内容详见公 司在深圳证券交易 ...