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]

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].

| 证券代码：300793 | 证券简称：佳禾智能 | 公告编号：2025-012 | | --- | --- | --- | | 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 关于部分募集资金投资项目延期的公告 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。 佳禾智能科技股份有限公司（以下简称"公司"）于2025年2月25日召开第三 届董事会第二十二次会议和第三届监事会第十六次会议，审议通过《关于部分募 集资金投资项目延期的议案》，同意公司在募集资金投资项目（以下简称"募投 项目"）不改变募集资金投资用途及投资规模不发生变化的情况下，将2024年向 不特定对象发行可转换公司债券部分募投项目延期。本次部分募投项目进度延期 在董事会的审批权限范围内，无需提交股东会审议。现将具体情况公告如下： 一、募集资金基本情况 （一）本次募投项目延期的具体情况 公司结合当前募投项目的实际建设情况和投资进度，在项目实施主体、实施 方式、募集资金投资用途及投资总额不变的情况下，对募投项目达到预定可使用 状态的日期进行调整，具体情况如下： | ...