上海证券交易所： 中信证券股份有限公司（以下简称"中信证券"或"组织券商"）受委托担任苏州 纳芯壹号信息咨询合伙企业（有限合伙）、苏州纳芯贰号信息咨询合伙企业（有限合伙）、 苏州纳芯叁号信息咨询合伙企业（有限合伙）（合称"转让方"）以向特定机构投资者询 价转让（以下简称"询价转让"）方式减持所持有的苏州纳芯微电子股份有限公司（以 下简称"公司"或"纳芯微"）首次公开发行前已发行股份的组织券商。 经核查，中信证券就本次询价转让的股东、受让方是否符合《上海证券交易所科创 板上市公司自律监管指引第 4 号——询价转让和配售》（以下简称"《询价转让和配售指 引》"）要求，本次询价转让的询价、转让过程与结果是否公平、公正，是否符合《询价 转让和配售指引》的规定作出如下报告说明。 一、本次询价转让概况 中信证券股份有限公司 关于苏州纳芯微电子股份有限公司 股东向特定机构投资者询价转让股份的核查报告 （一）本次询价转让转让方 截至 2025 年 5 月 20 日，转让方所持公司首发前股份的数量及占公司总股本比例情 况如下： | 序 | 股东名称 | 截至 2025 年 5 月 20 | 日 | 持股比例 | | --- | ...

Group 1 - The core viewpoint of the articles highlights the increasing trend of A-share companies, particularly in the semiconductor sector, pursuing dual listings in Hong Kong, driven by favorable regulatory policies and the need for global expansion [1][6][8] - The "A+H model" allows companies to access both domestic and international capital markets, enhancing their financial strength and market recognition [6][8] - Several semiconductor companies, including Zhaoyi Innovation, Unisoc, and others, have announced plans for Hong Kong listings, indicating a significant shift towards internationalization [2][4][5] Group 2 - The semiconductor companies aim to strengthen their global presence, with many explicitly stating that their Hong Kong listings are part of a strategy to enhance their international business operations and competitiveness [6][7] - The funds raised from these listings are primarily targeted at improving core technology capabilities, expanding product lines, and enhancing overseas sales networks [6][7] - Recent regulatory changes, such as the "Five Measures to Benefit Hong Kong" policy and adjustments to listing requirements, have made it easier for A-share companies to pursue dual listings in Hong Kong [7][8]

Investment Rating - The report assigns a "Buy" rating for the company [4] Core Views - The company is a leading player in automotive analog chips, achieving record revenue in Q1 2025, with a revenue of 717 million yuan, representing a year-on-year growth of 97.82% and a quarter-on-quarter growth of 20.66% [1][23] - The domestic demand for analog chips is expected to grow significantly, with a projected market size of 84.3 billion USD by 2025, while the domestic localization rate for automotive analog chips is only about 5% in 2024, indicating substantial room for domestic substitution [2][46] - The company is expected to benefit from the electrification and intelligence of vehicles, with the magnetic sensor market projected to grow from 8.2 billion yuan in 2025 to 19 billion yuan in 2029 [3] Summary by Sections Section 1: Automotive Analog Chip Leader - The company focuses on automotive analog chips and has expanded its product matrix, with over 3,300 product models available for sale by the end of 2024 [1][14] - The company has a stable shareholding structure and an experienced core management team [16][20] - The company’s revenue is expected to return to growth in 2024, with net profit temporarily pressured by stock incentive costs [21][23] Section 2: Demand for Domestic Analog Chips - The analog chip market is expected to grow steadily, with the global market projected to reach 84.3 billion USD by 2025 [2][43] - The domestic analog chip market is anticipated to grow at a CAGR of 11.0% from 2025 to 2029, with automotive and energy sectors leading the growth [46] Section 3: Benefiting from Electrification and Intelligence - The company’s acquisition of Maguan enhances its magnetic sensing IP technology, positioning it as a leader in the Chinese magnetic sensor market [3][42] - The company’s automotive electronics revenue is expected to account for 36.88% of total revenue in 2024, with a shipment volume of 363 million units, reflecting a year-on-year growth of over 100% [35][36] Section 4: Profit Forecast and Investment Recommendations - The company is projected to achieve revenues of 2.96 billion, 3.80 billion, and 4.73 billion yuan in 2025, 2026, and 2027 respectively, with year-on-year growth rates of 51.0%, 28.2%, and 24.6% [4][5] - The report emphasizes the company’s strong positioning in the automotive analog chip sector and recommends a "Buy" rating based on its growth potential [4][6]

Group 1 - The initial transfer price determined for the inquiry is 163.15 yuan per share [2] - A total of 7 institutional investors participated in the inquiry, including fund management companies, qualified foreign institutional investors, private fund managers, and insurance companies [2] - The total number of shares effectively subscribed by participating institutional investors is 6,250,000, with an effective subscription multiple of 1.29 times [2] Group 2 - The total number of shares intended for transfer is 4,851,800, with 6 institutional investors identified as the preliminary transferees [2] - The inquiry transfer does not involve a change in company control and will not affect the company's governance structure or ongoing operations [3]

根据 2025 年 5 月 21 日询价申购情况，初步确定的本次询价转让价格为 163.15 元/股。 一、本次询价转让初步定价 （一）经向机构投资者询价后，初步确定的转让价格为 163.15 元/股。 （二）参与本次询价转让报价的机构投资者家数为 7 家，涵盖了基金管理公 司、合格境外机构投资者、私募基金管理人、保险公司等专业机构投资者。参与 本次询价转让报价的机构投资者合计有效认购股份数量为 6,250,000 股，对应的 有效认购倍数为 1.29 倍。 （三）本次询价转让拟转让股份已获全额认购，初步确定受让方为 6 家机构 投资者，拟受让股份总数为 4,851,800 股。 二、风险提示 证券代码：688052 证券简称：纳芯微 公告编号：2025-028 苏州纳芯微电子股份有限公司 股东询价转让定价情况提示性公告 苏州纳芯壹号信息咨询合伙企业（有限合伙）、苏州纳芯贰号信息咨询合伙 企业（有限合伙）、苏州纳芯叁号信息咨询合伙企业（有限合伙）（以下合称"出 让方"）保证向苏州纳芯微电子股份有限公司（以下简称"纳芯微"、"公司"）提 供的信息内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其真实性、 准 ...

Group 1 - The core point of the announcement is that the initial inquiry transfer price is set at 163.15 yuan per share based on the inquiry subscription situation as of May 21, 2025 [1] - A total of 7 institutional investors participated in the inquiry transfer, with a total effective subscription of 6.25 million shares, resulting in an effective subscription multiple of 1.29 times [1] - The shares intended for transfer have been fully subscribed, with the preliminary determination of the transferees being 6 institutional investors, who will collectively acquire 4.8518 million shares [1]

Core Viewpoint - Recent shareholder reductions in stake highlight financial pressures on Naxin Micro, with significant losses reported in recent years [1][2] Group 1: Shareholder Actions - Naxin Micro announced a share transfer plan involving three companies controlled by its actual controller, intending to sell 4.85 million shares, approximately 3.40% of total equity, due to funding needs [1] - The recent share transfer could yield approximately 864 million yuan based on the closing price of 178 yuan per share on May 20 [1] - Earlier, shareholders completed a reduction plan, selling 3.14 million shares for about 534 million yuan [1] Group 2: Financial Performance - Naxin Micro's revenue in 2022 was 1.67 billion yuan, a 93.76% increase year-on-year, with a net profit of 251 million yuan, up 12% [2] - In 2023, the company reported a revenue decline of 21.52% to 1.31 billion yuan and a net loss of 305 million yuan, a 221.85% decrease [2] - For 2024, revenue is projected to reach 1.96 billion yuan, a 49.53% increase, but net losses are expected to deepen to 403 million yuan, a 31.95% increase in losses [2] Group 3: Operational Challenges - The revenue growth in 2024 is attributed to stable demand in the automotive electronics sector and recovery in consumer electronics [3] - Net profit losses are driven by increased competition, rising operational costs, and significant impairment losses on assets [3] - The gross margin has declined from 50.01% in 2022 to 38.59% in 2023 and further to 32.70% in 2024, indicating ongoing profitability challenges [4]

Core Viewpoint - Naxin Micro (688052.SH) plans to conduct a shareholder inquiry transfer of 4,851,800 shares, representing 3.40% of its total share capital, due to the shareholders' funding needs [1][2]. Group 1: Shareholder Inquiry Transfer - The shareholders involved in the inquiry transfer are Suzhou Naxin No.1, No.2, and No.3 Information Consulting Partnerships, which are controlled by the actual controller of the company [1][2]. - The transfer will not occur through centralized bidding or block trading, and the shares acquired through this transfer cannot be transferred within six months [1][2]. - The total number of shares to be transferred includes 2,300,946 shares from Suzhou Naxin No.1 (1.61% of total capital), 1,791,254 shares from Suzhou Naxin No.2 (1.26%), and 759,600 shares from Suzhou Naxin No.3 (0.53%) [2]. Group 2: Financial Performance - In Q1 2025, Naxin Micro reported revenue of 717 million yuan, a year-on-year increase of 97.82%, while the net profit attributable to shareholders was -51.34 million yuan, improving from -150.03 million yuan in the same period last year [4][5]. - For the full year 2024, the company achieved revenue of 1.96 billion yuan, a 49.53% increase compared to 2023, but still reported a net loss of -403 million yuan [6][7]. - The operating cash flow for 2024 was 95.05 million yuan, a significant improvement from -1.39 billion yuan in 2023 [6][7]. Group 3: Future Plans - Naxin Micro intends to issue H-shares and list on the Hong Kong Stock Exchange to enhance its international competitiveness and diversify its financing channels [8].

Core Viewpoint - The announcement details the share transfer plan of Suzhou Naxin Microelectronics Co., Ltd., involving the transfer of 4,851,800 shares, which represents 3.40% of the company's total share capital, by certain investment partnerships for funding needs [1][4]. Group 1: Share Transfer Details - The shareholders involved in the transfer are Suzhou Naxin No. 1, No. 2, and No. 3 Information Consulting Partnerships [3]. - The total number of shares to be transferred is 4,851,800, accounting for 3.40% of the total share capital [4]. - The transfer will not occur through centralized bidding or block trading, and the shares acquired through this transfer cannot be sold within six months [3][4]. Group 2: Pricing and Transfer Conditions - The minimum transfer price will be set at no less than 70% of the average trading price over the 20 trading days prior to May 20, 2025 [4]. - The pricing will be determined based on a combination of price priority, quantity priority, and time priority for the bids received [5]. - The transfer is organized by CITIC Securities, which will handle the bidding process [5]. Group 3: Shareholder and Control Information - The transferring parties are not the controlling shareholders or actual controllers of Naxin Micro, and their combined shareholding exceeds 5% [1][2]. - The actual controller has committed that the shares held indirectly through the transferring parties will not participate in this transfer [2]. - There are no risks of control changes or undisclosed significant matters related to the company [5].

证券代码：688052 证券简称：纳芯微 公告编号：2025-027 | 序号 | 股东名称 | 持股数量（股） | 持股占总股本比例 | | --- | --- | --- | --- | | 1 | 苏州纳芯壹号信息咨询合 伙企业（有限合伙） | 3,883,320 | 2.72% | | 2 | 苏州纳芯贰号信息咨询合 伙企业（有限合伙） | 2,094,120 | 1.47% | | 3 | 苏州纳芯叁号信息咨询合 伙企业（有限合伙） | 1,348,200 | 0.95% | 苏州纳芯微电子股份有限公司 股东询价转让计划书 苏州纳芯壹号信息咨询合伙企业（有限合伙）、苏州纳芯贰号信息咨询合伙 企业（有限合伙）、苏州纳芯叁号信息咨询合伙企业（有限合伙）（以下合称"出 让方"）保证向苏州纳芯微电子股份有限公司（以下简称"纳芯微"或"公司"） 提供的信息内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其真实性、 准确性和完整性依法承担法律责任。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： 一、拟参与转让的股东情况 （一）出让方的名称、持股数量、持股比例 出让方委托 ...