关于希荻微电子集团股份有限公司 本次重大资产重组前业绩异常的 专项核查意见 关于希荻微电子集团股份有限公司 本次重大资产重组前业绩异常的 专项核查意见 信会师函字[2025]第ZC102号 上海证券交易所： 我们接受希荻微电子集团股份有限公司（以下简称"希荻微"、 "上市公司"或"公司"）委托，审计了希荻微 2023 年度、2024 年 度的财务报表，并出具了无保留意见审计报告，报告文号分别为信会 师报字[2024]第 ZC10353 号、信会师报字[2025]第 ZC10305 号。 在对上述财务报表执行审计的基础上，我们对希荻微 2023 年度、 2024 年度非经营性资金占用及其他关联资金往来情况汇总表分别出 具了信会师报字[2024]第 ZC10352 号、信会师报字[2025]第 ZC10308 号专项报告。 按照中国证券监督管理委员会发布的《监管规则适用指引——上 市类第 1 号》中"1-11 上市公司重组前业绩异常或拟置出资产的核查 要求"（以下简称"核查要求"），我们结合上述审计及其他相关工作， 对希荻微有关事项进行了核查。现将核查工作报告如下： 一、最近三年规范运作情况，是否存在违规资金占用 ...

希荻微公告称，拟发行股份及支付现金购买诚芯微100%股份并募集配套资金。交易完成后，2025年6月 末总资产、归母股东权益较交易前提升23.89%、12.76%；2025年1-6月，营收较交易前提升18.65%， 2024年度和2025年1-6月基本每股收益均无摊薄。为应对即期回报被摊薄风险，公司将加快资产整合、 完善利润分配政策、持续完善公司治理。公司实控人及其一致行动人、持股5%以上股东、董高人员就 填补回报措施作出承诺。 ...

希荻微公告称，立信会计师事务所对其重大资产重组前业绩异常进行核查。2024年8月26日，上交所对 希荻微关联方及有关责任人予以监管警示，因其2023年为关联人代垫个税；12月23日，广东监管局对公 司及陶海等采取出具警示函措施，因其2023年前三季度收入核算方法调整及超募资金划转失误。经核 查，公司近三年业绩真实、会计处理合规，未发现虚假交易、关联方利益输送等情况；会计政策变更系 执行财政部规定，未发现"大洗澡"情形；应收账款、存货、商誉按政策计提减值，会计政策保持一致。 ...

Core Viewpoint - The company has successfully shipped high-performance power management chips to ODM manufacturers, which will be used in Quark AI glasses, although the current sales volume and revenue contribution remain relatively small [1] Group 1 - The company has achieved shipments of its power management chips to ODM manufacturers [1] - The chips are intended for use in Quark AI glasses [1] - The sales volume and revenue from these shipments currently represent a small proportion of the company's total revenue [1]

Market Overview - The A-share market showed a mixed performance with the Shanghai Composite Index rising by 0.49% to 3883.01, while the Shenzhen Component Index increased by 0.38% to 12956.99, and the ChiNext Index rose by 0.56% to 3061.79, with a total market turnover of 1.1 trillion [1][2]. Sector Performance - The organic silicon, consumer electronics, and battery sectors led the gains, while the Hainan and film industry sectors experienced declines [2]. Semiconductor Sector - Semiconductor stocks performed strongly, with CPO concept stocks remaining active. Notable gains included Saiwei Electronics reaching a historical high with an increase of over 18%, and other companies like Xidi and Deke Chip also showing significant increases [4]. - Google is accelerating the commercialization of its self-developed AI chip TPU, which may disrupt the GPU market dominated by Nvidia if partnerships with major tech companies materialize [4]. - Huatai Securities highlighted that multi-chip interconnection is key for AI computing power expansion, with CPO technology potentially becoming a critical path for overcoming computing power bottlenecks by 2027 [4]. - Northeast Securities noted an increase in the demand for optical modules, with a positive outlook for next year's orders, indicating a supply-demand imbalance that will likely sustain industry growth [4].

Core Viewpoint - The A-share market is witnessing significant activity in Google-related industry chain stocks, driven by Google's challenge to Nvidia's dominance in the AI chip market through its TPU chip offerings [1] Group 1: Stock Performance - Saiwei Electronics reached a historical high with a 20% limit up [1] - Xidi Micro increased by over 13% [1] - Zhihui Power and Taicheng Light both rose by over 9% [1] - Yintang Zhikong and Guangku Technology saw increases of over 7% [1] - Tengjing Technology grew by over 5% [1] - Dekeli experienced a rise of over 4% [1] Group 2: Market Developments - Google is leveraging its advancements in AI models to challenge Nvidia's chip market leadership [1] - The company has begun promoting its TPU chip deployment in its own data centers to major clients like Meta, aiming to expand beyond its Google Cloud rental business [1]

Group 1 - The core viewpoint of the news is that Google is challenging NVIDIA's dominance in the chip market by promoting its TPU chips to major clients like Meta, leveraging its advancements in AI models [1] - In the A-share market, stocks related to the Google supply chain are experiencing significant activity, with Saiwei Electronics hitting a historical high with a 20% increase, and other companies like Xidi Micro, Zhihui Power, and Taicheng Light also seeing substantial gains [1] - Google aims to expand its TPU chip deployment from its cloud rental business to a broader market, indicating a strategic shift in its approach to AI hardware [1]

Group 1 - The semiconductor sector opened with a continuous rise, indicating positive market sentiment [1] - Notable stocks include Electric Science Chip, which hit the daily limit, and others like Lixin Micro and Xidi Micro, which rose over 10% [1] - Additional companies such as Changguanghua Chip, Guoxin Technology, Zhongke Lanyun, Haiguang Information, and Ashi Chuang also experienced upward movement [1]

Core Viewpoint - The semiconductor sector is experiencing a significant upward trend, with multiple companies showing strong performance in the market [1] Company Performance - Electric Science's chip stock has reached the daily limit increase [1] - Companies such as Lixin Micro and Xidi Micro have seen their stock prices rise by over 10% [1] - Other companies including Changguang Huaxin, Guoxin Technology, Zhongke Lanyun, Haiguang Information, and Ashi Chuang are also experiencing gains [1]

Robotics - Lingyi Zhi Zao has signed strategic cooperation agreements with several leading embodied intelligence companies to promote the hardware manufacturing of embodied robots [1] - Luxshare Precision is expected to ship 3,000 humanoid robots this year [1] Batteries - Tiannai Technology claims that single-wall products are the best choice for fast-charging batteries, with fourth-generation and pure single-wall products significantly enhancing battery rate and cycle life [1] - Ninebot reports that fluctuations in lithium carbonate prices have not directly impacted product pricing; the company has preemptively stocked multiple new electric bicycle products that meet new national standards [1] Chips - Xidi Micro has successfully integrated its high-performance power management chip products into the Meta supply chain through ODM manufacturers [1] - Silan Micro has launched four key analog chips for AI computing power [1] Electronics - BOE Technology Group indicates that the overall supply and demand in the industry is under pressure, with a forecasted decline in the shipment volume of foldable products in the second half of the year [1] - Luxshare Precision anticipates mass production of microchannel technology next year [1] - Zhihui Power, as a first-tier supplier to Google, provides mobile-related components through Foxconn and Taiwan's Compal [1] Others - Jinli Permanent Magnet holds indirect shares in Muxi Co., Ltd [1] - Chunhui Zhikong has begun bulk supply of satellite release devices to satellite manufacturers [1] - Nandu Property holds indirect shares in Yundongchu through the Saizhi Zhudragon Fund [1] - Chuangyuan Technology's subsidiary Suzhou Bearing supplies mainly needle bearing products for the commercial aerospace sector, although the supply volume is relatively small [1] - Shengyuan Environmental Protection has indirectly participated in investment in Moore Threads by subscribing to fund shares [1] - Shengyang Co., Ltd has launched full immersion liquid cooling energy storage systems and solutions into the market [1] - Weichai Power does not have a gas turbine business [1]