中信证券股份有限公司 关于广东世运电路科技股份有限公司 拟投资深圳新声半导体有限公司暨关联交易的核查意见 （一）交易情况 为进一步提升公司未来盈利空间，公司与顺科聚芯、泓生嘉诚拟分别通过增 资的方式对新声半导体进行投资，各方合计向新声半导体增资 26,900 万元 （204.2751 万元计入注册资本，26,695.7249 万元计入资本公积），其中，公司 拟以自有资金向新声半导体增资 12,500 万元（94.9234 万元计入注册资本， 12,405.0766 万元计入资本公积）。本次投资完成后，公司持有新声半导体 3.8238% 的股权。 （二）关联关系 本次交易前，公司未持有新声半导体股份。公司关联方顺科聚芯为新豪国际 集团有限公司（以下简称"新豪国际"）、广东顺德科创管理集团有限公司（以 下简称"顺德科创"）及广东顺德高新创业投资管理有限公司（以下简称"顺德 高新"）共同出资设立的合伙企业，公司关联人顺德高新为顺科聚芯的执行事务 1 合伙人，根据《上海证券交易所股票上市规则》的相关规定，顺科聚芯为公司的 关联人，因此，本次交易构成公司与关联人顺科聚芯共同投资，构成关联交易。 截至本公告披露日，过去 ...

Market Performance - The component sector increased by 7.03% on August 13, with Sanhuan Group leading the gains [1] - The Shanghai Composite Index closed at 3683.46, up 0.48%, while the Shenzhen Component Index closed at 11551.36, up 1.76% [1] Top Gainers in the Component Sector - Sanhuan Group (300408) closed at 40.66, up 15.51% with a trading volume of 960,600 shares and a transaction value of 3.763 billion [1] - Huadian Co., Ltd. (002463) closed at 58.28, up 10.00% with a trading volume of 1,102,000 shares and a transaction value of 6.248 billion [1] - Shenzhen South Circuit (002916) closed at 153.78, up 10.00% with a trading volume of 188,800 shares and a transaction value of 2.810 billion [1] Market Capital Flow - The component sector saw a net inflow of 4.001 billion from main funds, while retail funds experienced a net outflow of 1.891 billion [2][3] - Major stocks like Huadian Co., Ltd. and Dongshan Precision (002384) had significant net inflows from main funds, indicating strong institutional interest [3] Notable Decliners - ST Dongjing (002199) closed at 10.60, down 5.02% with a trading volume of 152,800 shares and a transaction value of 166 million [2] - Gaohua Technology (688539) closed at 33.56, down 2.87% with a trading volume of 53,000 shares and a transaction value of 179 million [2]

Group 1 - The Shanghai Composite Index opened high and rose, with the Shanghai TMT Index increasing by 1.2% to 2077.09 points and a trading volume of 90.995 billion yuan [1] - The Shanghai TMT Index has risen by 5.85% in the past month, 8.93% in the past three months, and 9.65% year-to-date [1] - The Shanghai TMT Index consists of 50 listed companies in the TMT sector with good scale and liquidity, reflecting the overall performance of TMT-related companies in the Shanghai market [1] Group 2 - The top ten weights in the Shanghai TMT Index are: Industrial Fulian (3.51%), Jingwang Electronics (3.17%), Shengyi Technology (2.61%), Cambrian (2.5%), Hengsheng Electronics (2.37%), Shiyun Circuit (2.3%), Wealth Trend (2.23%), Chipone (2.21%), Fenghuo Communication (2.17%), and Hengtong Optic-Electric (2.1%) [1] - The Shanghai TMT Index is fully composed of companies listed on the Shanghai Stock Exchange, with an 80.98% weight in Information Technology and 19.02% in Communication Services [1] Group 3 - The index sample is adjusted every six months, with adjustments implemented on the next trading day after the second Friday of June and December [2] - Weight factors are generally fixed until the next scheduled adjustment, with temporary adjustments made under special circumstances [2] - Companies that are delisted or undergo mergers, acquisitions, or splits are handled according to calculation and maintenance guidelines [2]

Core Viewpoint - After the acquisition by local state-owned assets, the PCB manufacturer Shiyun Circuit is expanding its profit margins by investing in the filter field, specifically in Shenzhen New Sound Semiconductor Co., Ltd. with an investment of 125 million yuan to acquire a 3.82% stake [1][2]. Investment Details - Shiyun Circuit, along with partners Shunke Juxin and Hongsheng Jiacheng, plans to invest a total of 269 million yuan in New Sound Semiconductor, with Shiyun Circuit contributing 125 million yuan, of which 949,234 yuan will be registered as capital and 124 million yuan as capital reserve [2]. - New Sound Semiconductor specializes in the research, production, and sales of SAW (Surface Acoustic Wave) filters and BAW (Bulk Acoustic Wave) filters, with products already supplied to major smartphone brands like Xiaomi, Honor, and Samsung [2][3]. Market Potential - The demand for automotive-grade filters is expected to grow rapidly with the advancement of intelligent driving technology. Shiyun Circuit aims to leverage its customer resources in the automotive electronics sector to support New Sound Semiconductor in reaching end customers and accelerating the introduction of automotive-grade filters [3]. Strategic Positioning - The investment aligns with Shiyun Circuit's strategic goal of establishing a presence in high-tech segments of the electronic information industry, focusing on innovative technology needs in smart vehicles and AIoT applications [3]. - The company anticipates forming a deep cooperative relationship with New Sound Semiconductor to promote the adoption of new automotive filters and modular solutions in the industry, aiming for mutual benefits [3]. Ownership Structure - The transaction constitutes a related party transaction as Shunke Juxin is an affiliate of Shiyun Circuit. The ownership structure indicates that Shunke Juxin is a partnership established by several entities controlled by the Foshan Shunde District State-owned Assets Supervision and Administration Commission [4]. - The introduction of local state-owned assets is expected to enhance the financial credibility and capital strength of Shiyun Circuit, facilitating domestic market expansion and connections with new energy vehicle manufacturers and leading internet companies [5].

第 691期 2025-08-11 宏观要闻 老牌芯片公司重启IPO！曾结束中国无"芯"历史 8月10日消息，中国证监会官网显示，中星微技术股份有限公司（以下简称中星微技术）已启动上市辅导，拟在科创板 上市，辅导机构为银河证券。 新央企董事长拜访华为 8月9日晚，中国长安汽车集团董事长朱华荣发文称，他近日前往深圳拜访了华为公司创始人兼CEO任正非，并围绕产 业竞争态势、未来竞争格局等交流学习。朱华荣透露，任正非就支持长安汽车、阿维塔品牌等提出针对性、指导性意 见。另外，朱华荣还对徐直军、余承东等华为高管的交流支持表达感谢。 奇葩！公司亏损，总经理要求月薪200万？股东怒了 焦点事件 从新三板摘牌退市的机器人企业伯朗特，意外"火了"。近期，记者关注到，有网友在社交平台上分享伯朗特的"奇 葩"故事：董事长、总经理尹荣造要求自己固定月薪200万元、年终奖为"公司利润-1元"，但被董事会予以否决。记者 查询寻伯朗特相关公告发现，该情况属实。 与此同时，伯朗特第十大股东嘉兴君岚投资合伙企业（有限合伙）（以下 简称嘉兴君岚）近期发布致全体股东的公开信，对尹荣造进行声讨，并要求修改公司章程、恢复正常治理结构。 7月份CPI ...

Group 1: Company News - Industrial Fulian reported a revenue of 360.76 billion yuan for the first half of the year, a year-on-year increase of 35.58%, and a net profit of 12.11 billion yuan, up 38.61% [3] - Jinghua New Materials announced a revenue of 0.947 billion yuan for the first half of the year, a year-on-year increase of 10.53%, but a net profit of 3.77 million yuan, down 7.30% [4] - Yanjing Beer reported a revenue of 8.558 billion yuan for the first half of the year, a year-on-year increase of 6.37%, and a net profit of 1.103 billion yuan, up 45.45% [4] - Bawei Storage reported a revenue of 3.912 billion yuan for the first half of the year, a year-on-year increase of 13.70%, but a net loss of 226 million yuan [4] - Kaipu Testing announced a revenue of 0.111 billion yuan for the first half of the year, a year-on-year increase of 3.23%, and a net profit of 40.79 million yuan, up 3.73% [4] - Fangsheng Pharmaceutical's subsidiary received approval for a clinical trial of its innovative traditional Chinese medicine, indicating progress in its R&D efforts [4] - Jiachuan Video announced a change in control, which may impact its future operations and governance [5] - Chunguang Technology plans to invest up to 1 billion yuan in a new project for clean electrical appliances, indicating expansion in its operational capacity [5] - Shiyun Circuit plans to invest 125 million yuan in Shenzhen New Sound Semiconductor, acquiring a 3.8238% stake, which reflects its strategy to enhance its technological capabilities [5] - Wantong Development plans to invest 854 million yuan to acquire a 62.98% stake in Shudu Technology, aligning with its strategy to transition into digital technology [6] Group 2: Industry Insights - The A-share market will see 34 stocks facing unlocks this week, with a total unlock volume of 3.057 billion shares, representing a week-on-week increase of 149.66% [2] - The medical device industry is experiencing significant growth in international business, with many companies seeing high growth rates in overseas markets [7] - The medical device sector is expected to witness a performance turning point in the second half of the year, driven by policy optimizations and improving market conditions [7] - The market lacks a clear main narrative, but sectors like pharmaceuticals and overseas computing are identified as potential high-growth areas [7]

Group 1 - The company plans to invest a total of 26.9 million yuan in Shenzhen New Sound Semiconductor Co., Ltd., with 12.5 million yuan coming from its own funds, resulting in a 3.8238% equity stake in the target company [3][10][11] - The investment aims to enhance the company's future profitability and is part of a strategic move to position itself in the high-tech segments of the electronic information industry, particularly in the filter market related to 5G/6G communications and smart vehicles [11][12][13] - New Sound Semiconductor specializes in the research, production, and sales of SAW and BAW filters, holding over 170 patents and having established a significant presence in the market, including partnerships with major smartphone brands [11][12][30] Group 2 - The investment is structured as a capital increase, with 204.2751 million yuan allocated to registered capital and 26.6957249 million yuan to capital reserves, reflecting a pre-investment valuation of 3 billion yuan for New Sound Semiconductor [10][28] - The company anticipates that the investment will facilitate deeper collaboration with New Sound Semiconductor, particularly in developing new vehicle-mounted filter solutions and modular applications [12][14] - The investment aligns with the company's strategy to capitalize on the domestic market's shift towards high-end filter products, which are essential for various applications including IoT and automotive electronics [13][14][30]

Group 1 - The company held its fifth board meeting on August 10, 2025, with all seven directors present, ensuring compliance with legal regulations and company bylaws [1][2] - The board approved an investment proposal to increase capital in Shenzhen New Sound Semiconductor Co., Ltd., with a total investment of 269 million yuan, of which the company will contribute 125 million yuan [1][2] - After the investment, the company will hold a 3.8238% equity stake in Shenzhen New Sound Semiconductor [1] Group 2 - The independent directors of the board approved the investment proposal with a voting result of 3 in favor, 0 against, and 4 abstentions [2] - Related directors recused themselves from the vote to ensure impartiality [2] - Relevant documents regarding the board's decisions are available for review [2]

Summary of Key Points Core Viewpoint - Guangdong Shiyun Circuit Technology Co., Ltd. plans to invest 125 million yuan in Shenzhen New Voice Semiconductor Co., Ltd. through capital increase, acquiring a 3.8238% stake in the target company [1][3]. Transaction Overview - The total investment in Shenzhen New Voice Semiconductor will amount to 269 million yuan, with Shiyun Circuit contributing 125 million yuan [3][18]. - The investment aims to enhance the company's future profitability and strategically position itself in the high-tech segments of the electronic information industry [4][6]. Purpose and Rationale - The investment targets the filter market, which is crucial for 5G/6G communication, smart vehicles, and IoT applications, indicating a strong growth potential in a market with high technical barriers [5][6]. - New Voice Semiconductor specializes in the research, production, and sales of SAW and BAW filters, holding over 170 patents and being the first in China to achieve AEC-Q200 automotive certification [5][6]. Financial and Operational Context - New Voice Semiconductor's financials show total assets of approximately 320 million yuan and a high debt ratio of 76.73% as of the last audited report [13]. - The company reported a revenue of approximately 102 million yuan in the first half of 2025, reflecting a year-on-year growth of 25% [17]. Strategic Implications - The investment is expected to foster collaboration between Shiyun Circuit and New Voice Semiconductor, enhancing the development and application of new automotive filter solutions [5][6]. - The partnership aims to leverage Shiyun Circuit's resources in the automotive electronics sector to accelerate the market introduction of New Voice Semiconductor's automotive-grade filters [6][7]. Regulatory and Approval Process - The transaction has been approved by the board of directors and does not require further shareholder approval, as it does not constitute a major asset restructuring [2][8]. - The investment agreement is still pending formal signing, with subsequent registration and procedural uncertainties [3][18].

Core Viewpoint - Shiyun Circuit plans to invest 125 million yuan in Shenzhen Xinsong Semiconductor, which has a net asset of 21.2 million yuan and a valuation of 3 billion yuan [2][3] Investment Details - The investment will be made through capital increase, acquiring 3.8238% equity in Xinsong Semiconductor [2] - The investment requires only board approval and does not need a shareholders' meeting [2] Company Overview - Xinsong Semiconductor specializes in the R&D, production, and sales of SAW (Surface Acoustic Wave) filters and BAW (Bulk Acoustic Wave) filters [3] - The company holds over 170 authorized patents in China and the U.S., with products covering mainstream mobile communication frequency bands [3] - It is the first filter company in China to pass AEC-Q200 automotive certification, with products already in mass production for the automotive market [3] Financial Performance - As of June 30, 2025, Xinsong Semiconductor's total assets and net assets are 458 million yuan and 21.2 million yuan, respectively, with a debt ratio of 95.37% [4][6] - The company reported revenues of 227 million yuan and a net loss of 28.8 million yuan for the year 2024, with a revenue of 102 million yuan and a net loss of 55.3 million yuan for the first half of 2025, indicating an expanding loss [4][6] Valuation Basis - The investment is based on a pre-investment valuation of 3 billion yuan, which reflects the company's product development progress and business growth compared to the previous financing round [7] - The previous financing round had a post-investment valuation of approximately 2.538 billion yuan [7] Product Development and Business Growth - Xinsong Semiconductor has made significant progress in product development, including new high-frequency BAW products and successful mass production of automotive-grade filters [7] - The company achieved a revenue of 102 million yuan in the first half of 2025, representing a 25% year-on-year growth, with a strong order backlog [8] Company Background - Shiyun Circuit specializes in PCB (Printed Circuit Board) manufacturing and was listed on the Shanghai Stock Exchange in April 2017 [8] - As of August 8, 2023, Shiyun Circuit's market capitalization is 23.06 billion yuan [9]