Core Viewpoint - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss significant asset transfer transactions involving cash sales to Luxshare Precision Industry Co., Ltd. and its subsidiaries, which will result in the transfer of 100% equity stakes in several subsidiaries and related business assets [7][9][10]. Meeting Arrangements - The meeting will combine on-site and online voting, with a designated time for shareholder registration and voting [1][4]. - The meeting will be presided over by the chairwoman, Ms. Zhang Qiuhong, with provisions for adjustments based on actual circumstances [1][4]. Proposed Resolutions - **Resolution 1**: Approval of the transaction meeting the conditions for a major asset restructuring, involving the cash sale of 100% equity stakes in subsidiaries and related business assets to Luxshare Precision [7][9][10]. - **Resolution 2**: Approval of the major asset sale plan, detailing the specific subsidiaries and assets involved in the transaction [8][9]. - **Resolution 3**: Review of the draft major asset sale report and its summary [13][14]. - **Resolution 4**: Authorization for signing conditional agreements related to the asset sale [15]. - **Resolution 5**: Signing of supplementary agreements to clarify transaction price and related matters [16]. - **Resolution 6**: Confirmation that the transaction does not constitute a related party transaction [17]. - **Resolution 7**: Acknowledgment that the transaction qualifies as a major asset restructuring [18]. - **Resolution 8**: Compliance with regulatory requirements for the transaction [21]. - **Resolution 9**: Confirmation of the company's eligibility to execute the transaction [22]. - **Resolution 10**: Assurance that the transaction does not involve a change in control of the company [23]. - **Resolution 11**: Confirmation that the transaction parties do not fall under disallowed conditions for major asset restructuring [24]. - **Resolution 12**: Approval of audit, review, and valuation reports related to the transaction [12][25]. - **Resolution 13**: Assurance of the independence and fairness of the valuation process [26][27]. - **Resolution 14**: Discussion of the potential dilution of immediate returns and measures to mitigate this [28][29]. - **Resolution 15**: Explanation of stock price fluctuations prior to the transaction announcement [31]. - **Resolution 16**: Confirmation of the completeness and compliance of legal procedures for the transaction [33][34]. - **Resolution 17**: Disclosure of asset purchase and sale activities in the past twelve months [36]. - **Resolution 18**: Implementation of confidentiality measures during the transaction process [39]. - **Resolution 19**: Authorization for the board to handle specific transaction matters [40].

Group 1 - The core point of the article is that Wentech Technology is divesting its integrated business, with a transaction price of approximately 4.389 billion yuan, to enhance its financial position and focus on the semiconductor sector [1][2] - The company plans to transfer 100% equity of several subsidiaries and business asset packages to Luxshare Precision and Luxshare Communications, marking a significant strategic shift [1][2] - Following the completion of this transaction, Wentech's total liabilities are expected to decrease by 8.545 billion yuan, and its asset-liability ratio will drop by 5.95 percentage points, improving its debt repayment capacity and cash flow [1][2] Group 2 - Wentech Technology was a leading global mobile ODM manufacturer but has faced losses in its mobile ODM business since 2022, leading to overall performance pressure [2] - The company reported a revenue of 13.099 billion yuan and a net profit of 261 million yuan in Q1 2024, with a year-on-year profit growth of 82.29% [2] - Wentech's semiconductor business generated revenue of 3.711 billion yuan in Q1 2024, reflecting a year-on-year growth of 8.40%, and the company holds a significant global competitive advantage in this sector [2]

Summary of Key Points Core Viewpoint The article discusses the major asset sale by Wingtech Technology Co., Ltd. to Luxshare Precision Industry Co., Ltd. and its subsidiary, involving the transfer of equity and business assets of several subsidiaries, which constitutes a significant asset restructuring. Group 1: Transaction Overview - The company plans to sell 100% equity of Kunming Wenshin and other subsidiaries to Luxshare Precision for cash, without issuing shares or raising funds [7][9]. - The total transaction value is approximately 4.39 billion yuan, with specific prices for each subsidiary outlined [9][12]. Group 2: Asset Details - The assets being sold include fixed assets and business asset packages from subsidiaries such as Wuxi Wingtech and India Wingtech, with detailed valuations provided [9][10]. - As of December 31, 2024, the book value of the assets from Wuxi Wingtech is 1,600.76 million yuan, and from India Wingtech is 31,122.61 million yuan [9][10]. Group 3: Legal and Regulatory Compliance - The transaction is compliant with relevant laws, including the Company Law and Securities Law, and does not constitute a related party transaction [12][14]. - The restructuring is categorized as a major asset restructuring under the regulations, with specific metrics provided to support this classification [13][14]. Group 4: Future Implications - Post-transaction, the subsidiaries will become part of Luxshare Precision, and the company will maintain its control structure, with no change in the actual controller [14][15]. - The transaction is expected to enhance operational efficiency and market positioning for both companies involved [12][14].

Investment Rating - The report maintains a "Buy" rating for the company [8] Core Views - The company experienced significant growth in Q1 2025, with revenue reaching 52 billion RMB, a year-on-year increase of 32%, and a net profit of 2.1 billion RMB, reflecting a 287% increase [1] - The company is positioned as a leading global IoT module manufacturer, expected to benefit from a recovery in industry demand and long-term opportunities from edge/endpoint AI development [1][5] - The revenue from the module and antenna business in 2024 was 184 billion RMB, up 34% year-on-year, with both domestic and international markets showing strong performance [2] Summary by Sections Financial Performance - In 2024, the company's revenue was 186 billion RMB, a 34% increase year-on-year, and the net profit was 5.9 billion RMB, up 548% [1] - The comprehensive gross margin for 2024 was 17.6%, a slight decline of 1.3 percentage points, primarily due to increased orders from overseas strategic clients [3] - The company effectively controlled expenses, with sales, management, and R&D expense ratios decreasing year-on-year [3] Market Outlook - The IoT module market is expected to stabilize and improve as downstream demand recovers, with high-speed products like 5G cellular modules poised for growth in the AI era [4] - Long-term, the transition of AI computing capabilities to the edge is anticipated to enhance the value of IoT modules, shifting their role from "transmission" to "transmission + computation" [4] Valuation and Forecast - The earnings forecast for 2025-2027 has been revised upward, with projected net profits of 8.01 billion RMB, 9.59 billion RMB, and 11.28 billion RMB respectively [5] - The target price for the company is set at 91.79 RMB, based on a 30x PE ratio for 2025, reflecting the company's leading position in the IoT module market [5]

如果您希望可以时常见面，欢迎标星收藏哦~ 本次交易完成后，昆明闻讯、黄石闻泰、深圳闻泰等6家公司将成为立讯精密下属子公司（或孙公 司），无锡闻泰等3家公司的业务资产包将成为立讯精密或其下属子公司的业务资产。交割时，立 讯精密或指定旗下子公司支付款项、具体承接标的资产。 闻泰科技称，基于测算，本次交易预计构成《重组管理办法》规定的上市公司重大资产重组。截至 本预案签署日，标的资产的审计、评估或估值工作尚未完成。标的资产的交易价格将以符合《证券 法》规定的资产评估机构出具的评估报告所载明的评估值为依据，由公司与交易对方协商确定。标 的资产经审计的财务数据、资产评估结果、标的资产定价情况等将在重组报告书中予以披露。 为何交易？ 来源：内容来自 ，谢谢。 近日，闻泰科技发布公告称，拟向立讯精密及其全资子公司立讯通讯转让下属昆明闻讯、黄石闻 泰、深圳闻泰等6家公司100%股权，以及无锡闻泰等3家公司业务资产包，交易涵盖A客户与非A客 户业务。 公告称，本次交易前，公司主营业务包括产品集成业务和半导体业务两大业务板块。本次交易完成 后，公司将剥离产品集成业务，聚焦半导体业务。本次交易预计构成重大资产重组。 闻泰科技预计构 ...