招商证券股份有限公司 关于上海概伦电子股份有限公司首次公开发行股票部分募 集资金投资项目结项并将节余募集资金永久补充流动资金 的核查意见 招商证券股份有限公司（以下简称"招商证券"或"保荐机构"）作为上海 概伦电子股份有限公司（以下简称"概伦电子"或"公司"）首次公开发行股票 并上市持续督导阶段的保荐机构，根据《中华人民共和国公司法》《中华人民共 和国证券法》《证券发行上市保荐业务管理办法》《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》 《上市公司募集资金监管规则》等有关法律法规和规范性文件的要求，对概伦电 子首次公开发行股票募集资金投资项目结项并将节余募集资金永久补充流动资 金事项进行了核查，核查情况如下： 一、募集资金基本情况 （一）实际募集资金金额和资金到账情况 根据中国证券监督管理委员会出具的《关于同意上海概伦电子股份有限公司 首次公开发行股票注册的批复》（证监许可[2021]3703 号）以及上海证券交易所 出具的《关于上海概伦电子股份有限公司人民币普通股股票科创板上市交易的通 知》（[2021]492 号），公司首次向社会公开发行人民币普通 ...

证券代码：688206 证券简称：概伦电子 公告编号：2025-078 上海概伦电子股份有限公司 关于使用部分闲置自有资金进行现金管理的公告 | 投资金额 | 万元 100,000 | | --- | --- | | 投资种类 | 安全性高、流动性好的保本型产品 | | 资金来源 | 自有资金 | 已履行审议程序 2025 年 12 月 22 日，上海概伦电子股份有限公司（以下简称"概伦电子""公 司"）召开的第二届董事会第十九次会议审议通过了《关于使用部分闲置自有资 金进行现金管理的议案》，同意公司使用额度最高不超过人民币 10 亿元的闲置自 有资金适时购买安全性高、流动性好的保本型产品，使用期限不超过 12 个月， 在上述额度及决议有效期内，资金可以循环滚动使用。 特别风险提示 尽管公司拟投资安全性高、流动性好、有保本约定的产品，但并不排除该项 投资收益受到市场波动的影响，存在一定的系统性风险。敬请广大投资者注意投 资风险。 2025 年 12 月 22 日，公司召开的第二届董事会第十九次会议审议通过了《关 于使用部分闲置自有资金进行现金管理的议案》，同意公司使用额度最高不超过 人民币 10 亿元的闲置自 ...

Group 1 - The core viewpoint of the articles highlights a surge in mergers and acquisitions (M&A) within the semiconductor sector, driven by policy incentives and the need for industry upgrades, particularly among leading companies on the Sci-Tech Innovation Board [1][2][3] - The Sci-Tech Innovation Board has seen the accumulation of 125 companies in the integrated circuit field, covering essential areas such as design, manufacturing, and testing, as well as supporting sectors like equipment and materials [1] - Notable transactions among leading firms like SMIC and Hua Hong are progressing steadily, indicating a shift in the Chinese semiconductor industry from quantity accumulation to qualitative leaps, reflecting the strategic goal of becoming globally competitive [1] Group 2 - Recent terminations of some semiconductor M&A transactions have raised market concerns, but this is viewed as a natural outcome of a more rational market approach rather than a cooling of industry consolidation [2] - Since the release of the "Eight Articles" policy, over 150 M&A transactions have been disclosed on the Sci-Tech Innovation Board, with more than 70% successfully completed, while a number of others are actively progressing [2] - The innovative mechanisms introduced by the Sci-Tech Innovation Board, such as differentiated valuations and multi-payment tools, have facilitated complex industry integrations, removing institutional barriers for companies [2] Group 3 - The current phase of industry consolidation is characterized by optimizing resource allocation in the new productivity sector, rather than mere scale accumulation, and is crucial for nurturing leading "chain master" enterprises [3]

Core Viewpoint - The semiconductor industry in China is experiencing a wave of mergers and acquisitions (M&A) driven by policy incentives and the need for industrial upgrades, with leading companies focusing on "supply chain enhancement and value synergy" [1] Group 1: M&A Trends and Strategies - Leading semiconductor companies on the Sci-Tech Innovation Board are engaging in M&A to consolidate resources and enhance competitiveness, reflecting a shift from "quantity accumulation" to "quality leap" in the industry [1][2] - The semiconductor sector has seen 125 companies on the Sci-Tech Innovation Board, accounting for over 60% of A-share counterparts, indicating a strong presence across various segments including design, manufacturing, and testing [2] - Major players like SMIC and Hua Hong Semiconductor are pursuing strategic acquisitions to enhance their market share and technological capabilities, such as SMIC's move to gain full control of its subsidiary [2][3] Group 2: Sector-Specific M&A Activities - In the equipment segment, companies are using M&A to overcome technical barriers and transition towards platform development, as seen with the acquisition of Zhongsil Technology by Zhongwei [3] - The design, IP, and EDA sectors are witnessing urgent M&A needs, with domestic firms focusing on acquiring scarce resources to compete against established foreign leaders [3] - Notable transactions include Jingfeng Mingyuan's acquisition of a leading wireless charging firm to strengthen its market position and capabilities [3] Group 3: Market Dynamics and Transaction Rationality - The recent termination of some semiconductor M&A deals is viewed as a natural outcome of a rational market rather than a cooling of industry consolidation [4] - Since the implementation of the "Eight Articles" policy, over 150 M&A transactions have been disclosed, with more than 70% successfully completed, indicating a robust M&A environment [4] - The semiconductor industry is characterized by complex shareholder structures and high valuations, leading to increased negotiation challenges and a higher likelihood of deal terminations [4][5] Group 4: Institutional Innovation and Future Outlook - The rational prosperity of the semiconductor M&A market is supported by institutional innovations that enhance transaction flexibility and inclusivity [6] - The adoption of innovative payment mechanisms, such as convertible bonds and differentiated pricing, has facilitated strategic investments while safeguarding long-term interests [6] - Future M&A activities are expected to focus on optimizing resource allocation and fostering technological integration, marking a shift from mere scale expansion to creating substantial value [6]

华泰联合证券有限责任公司 关于上海概伦电子股份有限公司本次交易相关内幕知情人 买卖股票情况自查报告的核查意见 华泰联合证券有限责任公司（以下简称"华泰联合证券"、"本独立财务顾问"） 作为上海概伦电子股份有限公司（以下简称"公司"或"上市公司"）拟通过发 行股份及支付现金的方式购买成都锐成芯微科技股份有限公司 100%股权及纳能 微电子（成都）股份有限公司（上述两家公司合称"标的公司"）45.64%股权， 并募集配套资金（以下简称"本次交易"）的独立财务顾问。根据《中华人民共 和国证券法》《上市公司重大资产重组管理办法》《上市公司监管指引第 7 号—— 上市公司重大资产重组相关股票异常交易监管》《公开发行证券的公司信息披露 内容与格式准则第 26 号——上市公司重大资产重组》《监管规则适用指引——上 市类第 1 号》等法律、法规的要求，公司对本次交易相关内幕信息知情人买卖股 票情况进行了核查，具体如下： 一、本次交易内幕信息知情人自查期间 本次交易内幕信息知情人关于买卖挂牌交易股票情况的自查期间为上市公 司首次披露本次重组事项或就本次重组申请股票停牌（孰早）前六个月至重组报 告书披露之前一日，即 2024 年 ...

上海市锦天城律师事务所 关于上海概伦电子股份有限公司 本次交易内幕信息知情人买卖股票情况的自查报告 之 专项核查意见 地址：上海市浦东新区银城中路 501 号上海中心大厦 9、11、12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 专项核查意见 上海市锦天城律师事务所 关于上海概伦电子股份有限公司 本次交易内幕信息知情人买卖股票情况的自查报告 之 专项核查意见 致：上海概伦电子股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海概伦电子股份有 限公司（以下简称"上市公司"或"概伦电子"）的委托，并根据上市公司与 本所签订的《专项法律服务合同》，作为上市公司本次发行股份及支付现金购 买资产并募集资金暨关联交易（以下简称"本次交易"）的专项法律顾问。 根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》《公 开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大资产重组》 《上海证券交易所上市公司自律监管指引第 6 号——重大资产重组》《监管规 则适用指引——上市类第 1 号》《上市公司监管指引第 5 号——上市公 ...

证券代码：688206 证券简称：概伦电子 公告编号：2025-075 本次交易内幕信息知情人关于买卖挂牌交易股票情况的自查期间为上市公 司首次披露本次重组事项或就本次重组申请股票停牌（孰早）前六个月至重组报 告书披露之前一日，即 2024 年 9 月 28 日至 2025 年 9 月 29 日。 二、本次交易内幕信息知情人核查范围 本次交易的内幕信息知情人核查范围包括： 1、上市公司及其董事、高级管理人员及有关知情人员； 上海概伦电子股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易相关主体买卖股票情况的自查报告的 公 告 本公司董事会及全体董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、准确性和完整性承担法律责任。 上海概伦电子股份有限公司（以下简称"概伦电子""公司"）拟通过发行股 份及支付现金的方式购买成都锐成芯微科技股份有限公司 100%股权及纳能微电 子（成都）股份有限公司 45.64%股权，并募集配套资金（以下简称"本次交易"）。 本次交易构成重大资产重组，构成关联交易，不构成重组上市。 根据《中华人民共和国证券法》《上市公司重大资产重组管 ...

Core Viewpoint - The internal investigation of Gaialun Electronics revealed that the trading activities of insiders during the self-examination period did not involve insider trading, as all involved parties claimed their actions were normal market behavior [1] Summary by Relevant Sections - **Insider Trading Investigation** - The trading activities of insiders Yang Fan, Feng Cheng, Hou Zhu Meng, Xiang Ying Ren, Miao Yi Cheng, Zhou Bin, Zhu Xun Qing, Miao Qi, and Wang Wen Zhong were reviewed during the self-examination period [1] - All individuals involved stated that there was no insider trading activity [1] - **Trading Activities** - Yang Fan and his spouse Feng Cheng sold stocks during the self-examination period [1] - Hou Zhu Meng bought and then sold stocks during the same period [1] - Other insiders, including Xiang Ying Ren, Miao Yi Cheng, Zhou Bin, Zhu Xun Qing, Miao Qi, and Wang Wen Zhong, engaged in buying and selling activities, which they claimed were normal market transactions [1] - **Conclusion of Investigation** - Based on the evidence from the China Securities Depository and Clearing Corporation, including the "Shareholder's Shareholding and Change Query Certificate" and the "Shareholder's Share Change Detail List," the trading activities were confirmed not to constitute insider trading [1] - The investigation concluded that these transactions did not pose a substantial obstacle to the current trading activities [1]

Summary of Key Points from the Conference Call on Gaon Electronics Company Overview - Gaon Electronics focuses on EDA (Electronic Design Automation) software, particularly in the storage chip design sector, with deep collaborations with companies like Samsung. The company aims to become the first listed company in China to achieve deep synergy between EDA and IP (Intellectual Property) [2][3][13]. Financial Performance - The primary revenue source for Gaon Electronics comes from software licensing, accounting for 70%-80% of total revenue, with a gross margin maintained at around 90% [4][6]. - Despite fluctuations in profits due to increased R&D investments and stock incentives in 2023 and 2024, the company is expected to maintain a long-term stable growth trajectory [2][6]. - Revenue is projected to increase by 70%-80% following the successful acquisition of Ruicheng Chip Micro and Naneng Micro, with expected revenues of 7.3 billion yuan post-acquisition [15]. Industry Dynamics - The EDA industry is experiencing stable growth, with a projected compound annual growth rate (CAGR) of 9.21% from 2025 to 2034. The primary markets are the United States and the Asia-Pacific region [2][7]. - The industry faces challenges such as increasing technological complexity, high R&D costs, and international competition, particularly from the U.S. restrictions on China's semiconductor industry [8][10]. Competitive Landscape - Gaon Electronics holds a significant position in the global EDA market, competing with major players like Synopsys, Cadence, and Siemens, which dominate over 80% of the market share [3][10]. - The company has a leading edge in certain niche tools, especially in storage chip design, and has received certifications for its NanoSpace products from Samsung for 3nm and 4nm processes [3][11]. Acquisitions and Growth Strategy - The ongoing acquisitions of Ruicheng Chip Micro and Naneng Micro are expected to enhance Gaon Electronics' competitive edge and expand its market share internationally [13][15]. - The company has completed multiple acquisitions since 2012, with the latest ones aimed at strengthening its capabilities in physical IP and wired interface technologies [5][13]. Valuation and Risks - Gaon Electronics has a price-to-sales (PS) valuation of approximately 15-20 times, which is comparable to its U.S. counterparts, while its competitors like Huada Jiutian have higher valuations [4][16]. - Key risks include the need for continuous technological innovation and the substantial capital required for R&D, which has led to profit fluctuations in recent years [17]. Future Outlook - The overall outlook for Gaon Electronics is optimistic, with a strong growth potential and a reasonable valuation in the global EDA software market. The company is well-positioned to leverage its acquisitions and maintain its technological leadership [18].

Core Viewpoint - The restructuring report draft of Gekun Electronics (688206.SH), known as the "first EDA stock in China," has been updated, with a shareholder meeting scheduled for December 22 to review the acquisition of two IP companies, which will establish a dual-engine development model of "EDA tools + semiconductor IP" [1] Group 1: Mergers and Acquisitions Activity - Since the implementation of the "K8 Regulations" in June 2024, the STAR Market has disclosed a total of 156 merger and acquisition transactions, with 40 involving share issuance or convertible bonds and 9 major cash transactions [1] - In 2025, the market has seen a continued increase in activity, with 95 new disclosed M&A transactions, including 29 share issuance or convertible bond transactions and 7 major cash transactions, both significantly higher than the same period last year [1] - The number of major asset restructuring transactions in 2024 has reached 17, matching the total from 2019 to 2023, while 36 transactions have been published in 2025, surpassing the total for 2019 to 2024 [2] Group 2: Successful M&A Cases - Since the implementation of the "K8 Regulations," nearly 110 M&A transactions have been successfully completed, with an overall completion rate of 70%, and over 20 transactions are actively progressing [3] - Notable M&A transactions include the acquisition of ChipLink Integrated (688469.SH) by ChipLink Yuezhou, which was the first registered share issuance "loss-making" transaction post "K8 Regulations," and the acquisition by Huahai Chengke (688535.SH) using a combination of shares, convertible bonds, and cash [3] - The acquisition of Pengli Biological by Aopumai (688293.SH) is recognized as the first case in the market to implement installment payments for share consideration and the first to achieve "reverse linkage" with private equity funds [3] Group 3: Market Innovations in M&A - Non-major transactions have also seen market innovations, such as Shengxiang Biology (688289.SH) using an "Earn-out" mechanism for price adjustments based on performance, showcasing flexible valuation mechanisms [4] - Lingyun Optical (688400.SH) acquired Danish JAI Industrial Camera assets with cash and initiated refinancing to alleviate financial pressure, while Meai Technology (688376.SH) utilized a combination of "cash privatization + subsidiary share exchange" to achieve dual goals of integration and stable operations [4] - Other companies like Jiewate (688141.SH) and Fuchuang Precision (688409.SH) have advanced acquisitions through joint funds, demonstrating the flexibility and diversity of market-oriented M&A arrangements [4] Group 4: Challenges in M&A Transactions - Recent terminations of restructuring transactions, particularly in the semiconductor industry, have raised market concerns, primarily involving small and medium-sized private listed companies [5] - The core issues leading to transaction terminations often stem from disagreements on key terms such as transaction schemes, prices, and performance commitments [5] - The complexity of shareholder structures and diverse interests in the semiconductor sector have increased negotiation difficulties, while market fluctuations have made companies more cautious in pursuing acquisitions [7] Group 5: Investor Protection Measures - To protect investor interests, regulations have been established to enhance information disclosure, strengthen investor communication, and clarify "cooling-off periods" for restructurings [8] - Companies that terminate restructurings are required to disclose reasons and potential impacts, and they often hold investor meetings to address market concerns, which has led to an average stock price drop of about 4% following termination announcements [8] - The "M&A Six Regulations" aim to strictly regulate fraudulent restructurings and protect the rights of small investors, with the China Securities Regulatory Commission emphasizing the need for compliance in M&A activities [9]