中国国际金融股份有限公司 关于希荻微电子集团股份有限公司 首次公开发行部分限售股上市流通的核查意见 中国国际金融股份有限公司（以下简称"中金公司"或"保荐机构"）作为希荻微电 子集团股份有限公司（以下简称"希荻微"或"公司"）首次公开发行股票并在科创 板上市的保荐机构，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 海证券交易所科创板股票上市规则》《上海证券交易所科创板上市公司自律监管指引 第 1 号——规范运作》以及《科创板上市公司持续监管办法（试行）》等有关规定对 公司首次公开发行部分限售股上市流通的情况进行了核查，具体情况如下： | 序号 | 股份变动 | | 股份变动事项 | 股份变动数 | 公告索引 | | --- | --- | --- | --- | --- | --- | | | 日期 | | | 量（股） | | | 1 | 2022 | | | 1,480,270 | 《2021 年股票期权激励计划 | | | | 年 3 | 2021 年股票期权激励计划 | | 第一个行权期第一次行权结 | | | 月 15 | 日 | 第一个行权期第一次行权 | | 果暨股份变动公告》（公告 ...

Investment Rating - The report gives a "Strong Buy" rating for the company, with a target price of 17.91 CNY based on a 7.5x P/S ratio for 2025 [2][11]. Core Insights - The company is a leading domestic analog chip design firm, focusing on power management and signal chain chips, and has established a dual-driven model in consumer electronics and automotive electronics [5][15]. - The analog chip industry is approaching a turning point, with inventory destocking nearing completion, indicating a potential recovery in the market [5][46]. - The company has been actively expanding its business through acquisitions, including exclusive rights to Korean technology and stakes in other firms, enhancing its product offerings and market position [5][11]. Summary by Sections Company Overview - Founded in 2012, the company initially focused on power management chips and has since expanded into signal chain chips, establishing a dual-driven model in consumer and automotive electronics by 2021 [5][15]. - The company has a concentrated shareholding structure, with key management having extensive industry experience [30][34]. Industry Outlook - The analog chip industry has been in a downturn since Q4 2022, but signs of recovery are emerging as major players like Texas Instruments and Analog Devices report revenue growth [5][46][51]. - The domestic market for analog chips is expected to benefit from a shift towards local suppliers, with a projected self-sufficiency rate of only 16% in 2024 [5][46]. Business Strategy - The company is leveraging its core power management chip business while expanding into new product lines, including audio motor driver chips and other innovative solutions [5][8][10]. - Recent acquisitions, such as the stake in Zinitix and the planned acquisition of Chengxin Micro, are aimed at enhancing the company's product matrix and competitive edge [5][11][20]. Financial Projections - The company is projected to achieve revenues of 9.80 billion CNY in 2025, with a gradual increase to 15.88 billion CNY by 2027, alongside a return to profitability by 2026 [6][11]. - The financial outlook reflects a significant recovery from previous losses, with expectations of narrowing losses in the near term [6][36].

Core Viewpoint - The company has made adjustments to its asset acquisition plan, including performance compensation, share lock-up periods, and fundraising amounts, as approved in the recent supervisory meeting [1][2][3]. Group 1: Meeting Overview - The second supervisory meeting of the company was held on July 8, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and company regulations [1]. - The meeting was chaired by Mr. Li Jiayi, and all resolutions were passed with unanimous consent [2]. Group 2: Adjustments to Asset Acquisition Plan - The performance compensation for the target company has been adjusted, with net profit commitments set at no less than 22 million RMB for 2025, 25 million RMB for 2026, and 28 million RMB for 2027, totaling a minimum of 75 million RMB over three years [1][2]. - If the target company fails to meet these profit commitments, the transaction party will be liable for compensation, primarily in shares, with any shortfall covered in cash [1][2]. Group 3: Fundraising Adjustments - The total amount of fundraising has been adjusted to not exceed 99.4825 million RMB, which is capped at 100% of the transaction price for the asset acquisition [3][4]. - The fundraising will be used for cash payments related to the transaction and intermediary fees, with the total amount allocated as specified [3][4]. Group 4: Audit and Reporting - The company has updated the audit reference date to December 31, 2024, and has engaged an accounting firm to conduct the necessary audits and reviews for the transaction [5][6]. - The company has prepared a revised report on the asset acquisition and fundraising, which has been approved without the need for a shareholder meeting [6][7]. Group 5: Compliance and Regulatory Matters - The adjustments made to the transaction plan do not constitute a significant change as per regulatory guidelines, and the company has confirmed compliance with relevant asset restructuring regulations [8][9]. - The company has also addressed the impact of the transaction on immediate returns and proposed measures to mitigate any dilution of returns [10][11].

Core Viewpoint - The company, Xidi Microelectronics Group Co., Ltd., is undergoing a significant asset restructuring by acquiring 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of stock issuance and cash payment, with a total transaction value of 310 million yuan [4][5]. Financial Summary - The pro forma consolidated balance sheet as of December 31, 2024, shows total assets of approximately 2.25 billion yuan, a decrease from 2.45 billion yuan in 2023 [2][3]. - Current assets decreased from approximately 1.82 billion yuan in 2023 to about 1.48 billion yuan in 2024, with cash and cash equivalents increasing from approximately 694 million yuan to about 988 million yuan [2][3]. - Total liabilities increased from approximately 382 million yuan in 2023 to about 505 million yuan in 2024, with current liabilities rising significantly [2][3]. Income Statement Summary - The pro forma consolidated income statement for the year 2024 indicates total operating revenue of approximately 743 million yuan, up from about 585 million yuan in 2023 [3]. - Total operating costs increased from approximately 762 million yuan in 2023 to about 942 million yuan in 2024, leading to an operating loss of approximately 275 million yuan [3]. - The net loss for 2024 is reported at approximately 274 million yuan, compared to a net loss of about 36 million yuan in 2023 [3]. Acquisition Details - The acquisition of Chengxin Micro involves issuing shares for 55% of the transaction value and paying 45% in cash, with the cash component amounting to approximately 170.5 million yuan [5]. - The company plans to raise funds through a private placement of shares, with the total amount not exceeding 100% of the transaction price [4][5]. Accounting Policies - The pro forma financial statements are prepared based on the assumption that the acquisition was completed on January 1, 2023, and follow the relevant accounting standards and regulations [4][5]. - The financial statements reflect the company's accounting policies, which are consistent with those of Chengxin Micro for the reporting periods [5][6].

Group 1 - The company plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payment, along with raising supporting funds [1][2] - The transaction is subject to multiple conditions, including approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [2] - The company emphasizes the importance of fair information disclosure to protect investor interests and will provide updates on the transaction's progress in accordance with relevant laws and regulations [2]

Core Viewpoint - The report highlights the significant decline in the net profit of Xidi Microelectronics Group Co., Ltd. by over 50% in 2023, prompting a special legal review prior to a major asset restructuring [1][2]. Group 1: Performance and Compliance - Xidi Microelectronics confirmed that its financial information and commitments provided to the law firm are true, accurate, and complete [2][3]. - The law firm conducted a review of the company's compliance with public commitments made since its listing, confirming that all commitments have been fulfilled or are in progress [3][4]. Group 2: Financial Operations and Violations - The company has not engaged in any violations regarding fund occupation or external guarantees in the past three years, except for a minor incident involving related party transactions that were rectified [4][5]. - Xidi Microelectronics faced regulatory warnings due to improper handling of personal tax payments for related parties, which were subsequently returned [4][5]. Group 3: Regulatory Actions and Disciplinary Measures - The company and its executives have received disciplinary warnings from regulatory bodies for inaccuracies in financial reporting and improper fund usage [6][7]. - No criminal penalties or ongoing investigations have been reported against the company or its key personnel in the last three years [7]. Group 4: Future Commitments and Governance - Xidi Microelectronics has committed to enhancing its internal controls and management practices to ensure compliance with regulatory requirements and improve operational efficiency [38][39]. - The company has established a profit distribution policy to ensure stable returns for investors and maintain compliance with shareholder interests [38][40].

Core Viewpoint - The adjustment of the transaction plan by Xidi Microelectronics Group Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by the independent financial advisor [10][11]. Group 1: Transaction Adjustment Details - The company plans to acquire 100% of Shenzhen Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payments [1]. - The performance commitment compensation scheme has been adjusted, maintaining the performance commitment period for 2025, 2026, and 2027, with net profit targets remaining at 22 million, 25 million, and 28 million RMB respectively [2][3]. - The total cumulative net profit target over the three years remains unchanged at 75 million RMB [3]. Group 2: Changes in Funding and Usage - The amount of matching funds to be raised has been reduced from 170.5 million RMB to 99.4825 million RMB, with the funds now intended for cash payments for the transaction and intermediary fees, rather than for R&D projects [7][8]. - The previous allocation of funds for the development of high-efficiency power management chips based on third-generation power devices has been removed from the funding plan [4][8]. Group 3: Performance Compensation Terms - The adjustment introduces new triggering conditions for performance compensation, including cumulative net profit not meeting targets in the two years following the performance commitment period [6][7]. - If the company exceeds the profit target for 2025, the excess will not be included in the cumulative net profit for the performance commitment period [7]. - The adjustments clarify the calculation of compensation amounts in the event of asset impairment, ensuring that certain amounts are excluded from the total compensation calculation [6][7]. Group 4: Decision-Making Process - The board of directors approved the adjustments during the 23rd meeting of the second board session on July 8, 2025, confirming that the changes do not constitute a significant adjustment to the restructuring plan [11].

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of 100% equity of Chengxin Microelectronics by Xidi Microelectronics through a combination of share issuance and cash payment, along with the fundraising of supporting funds. Group 1: Transaction Overview - Xidi Microelectronics plans to acquire 100% equity of Chengxin Microelectronics from four parties, including Cao Jianlin and Cao Songlin, through share issuance and cash payment [2][6]. - The total transaction price for the acquisition is set at 31,000 million RMB, with an estimated valuation of 31,100 million RMB for Chengxin Microelectronics, resulting in a premium rate of 214.37% [6][9]. - The transaction will involve issuing shares to no more than 35 specific investors to raise supporting funds, with a total fundraising amount not exceeding 9,948.25 million RMB [9][10]. Group 2: Financial Impact - Following the transaction, the total assets of Xidi Microelectronics are projected to increase by 24.16%, from 181,033.63 million RMB to 224,775.81 million RMB [17]. - The company's total liabilities are expected to rise significantly by 108.99%, from 24,151.42 million RMB to 50,473.57 million RMB [17]. - The transaction is anticipated to enhance the company's revenue by 36.20%, with projected operating income increasing from 54,551.06 million RMB to 74,297.37 million RMB [17]. Group 3: Share Structure and Control - Post-transaction, the total share capital of Xidi Microelectronics will increase from 410,319,336 shares to 425,819,336 shares, reflecting the issuance of 15,500,000 new shares [11][13]. - The control structure of the company will remain unchanged, with the actual controllers being Tao Hai and Tang Ya, despite the recent passing of a previous controller [14][15]. Group 4: Strategic Benefits - The acquisition will allow Xidi Microelectronics to rapidly absorb Chengxin Microelectronics' mature patent technologies, R&D resources, and sales channels, thereby expanding its product offerings in power management chips and other related fields [11][12]. - This strategic move is expected to enhance the company's market competitiveness and operational sustainability by broadening its technology and product layout [11].

Core Viewpoint - The company, Xidi Microelectronics, plans to acquire 100% of Chengxin Micro Technology Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from specific investors [1][20]. Group 1: Transaction Overview - The transaction involves issuing shares and cash to acquire 100% of Chengxin Micro's shares from four parties, including Cao Jianlin and Cao Songlin [1][20]. - The total transaction price for the acquisition is set at 31 million yuan, with an estimated increase in value of 214.37% based on the income method of valuation [20][23]. - The company aims to raise up to 9.94825 million yuan from no more than 35 specific investors to support the transaction [20][21]. Group 2: Impact on Business - The acquisition will allow Xidi Micro to integrate Chengxin Micro's established technology, research resources, and sales channels, enhancing its product offerings in power management chips and other semiconductor areas [22][23]. - The transaction is expected to strengthen the company's market competitiveness and operational sustainability by expanding its product categories and customer base [23]. Group 3: Share Structure Changes - Following the transaction, the total number of shares for Xidi Micro is projected to increase to 425,819,336 shares, reflecting the issuance of 15.5 million new shares [23].

希荻微电子集团股份有限公司（以下简称"公司"）第二届监事会第十九次 会议于 2025 年 7 月 8 日在公司会议室召开，本次会议采用现场和通讯方式召开， 会议应到监事 3 名，实到监事 3 名。本次会议由公司监事会主席李家毅先生主持。 会议的召集和召开程序符合《中华人民共和国公司法》（以下简称《公司法》）和 《希荻微电子集团股份有限公司章程》（以下简称《公司章程》）的相关规定，表 决形成的议决议合法、有效。 二、监事会审议情况 本次会议由监事会主席李家毅先生主持，以记名投票表决方式审议通过以下 议案： （一） 逐项审议通过《关于调整公司发行股份及支付现金购买资产并募集 配套资金具体方案的议案》 证券代码：688173 证券简称：希荻微 公告编号：2025-051 希荻微电子集团股份有限公司 第二届监事会第十九次会议决议公告 本公司监事会及全体监事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 前述事项在公司和交易对方签署的《业绩补偿及超额业绩奖励协议》《业绩 补偿及超额业绩奖励协议之补充协议》进行了具体约定。 表决结果 ...