股票简称：中科飞测 股票代码：688361 深圳中科飞测科技股份有限公司 2024 年度向特定对象发行 A 股股票 募集说明书 （申报稿） 保荐人（主承销商） 中国（上海）自由贸易试验区商城路 618 号 深圳中科飞测科技股份有限公司 募集说明书 声 明 本公司及全体董事、监事、高级管理人员承诺募集说明书及其他信息披露资 料不存在任何虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性及完整 性承担相应的法律责任。 公司负责人、主管会计工作负责人及会计机构负责人保证募集说明书中财务 会计资料真实、准确、完整。 中国证监会、上海证券交易所对本次发行所作的任何决定或意见，均不表明 其对申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对 发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何 与之相反的声明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由发 行人自行负责。投资者自主判断发行人的投资价值，自主作出投资决策，自行承 担证券依法发行后因发行人经营与收益变化或者证券价格变动引致的投资风险。 1-1-1 深圳中科飞测科技股份有限公司 募集说明 ...

| 3、关于融资规模与效益测算 | 2 | | --- | --- | | 4、关于经营情况 | 27 | | 5、关于存货 | 47 | | 6、关于其他 | 60 | 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 1 幢 10 层 1001-1 至 1001-26 (100037) TEL:010-6600 1391 FAX:010-6600 1392 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 关于深圳中科飞测科技股份有限公司 向特定对象发行股票申请文件的 审核问询函的回复 容诚专字[2025]518Z0385 号 容诚会计师事务所(特殊普通合伙) 中国·北京 关于深圳中科飞测科技股份有限公司 向特定对象发行股票申请文件的 审核问询函的回复 容诚专字[2025]518Z0385 号 上海证券交易所： 贵所于 2025 年 2 月 13 日出具的《关于深圳中科飞测科技股份有限公司向特 定对象发行股票申请文件的审核问询函》（上证科审（再融资）〔2025〕12 号） （以下简称"审核问询函"）已收悉。 容诚会计师 ...

国泰海通证券股份有限公司 关于 深圳中科飞测科技股份有限公司 2024年度向特定对象发行A股股票 之 发行保荐书 保荐人（主承销商） 中国（上海）自由贸易试验区商城路 618 号 | 目 | 录 1 | | --- | --- | | 第一节 | 本次证券发行基本情况 3 | | | 一、本次证券发行保荐代表人的基本情况 3 | | | 二、本次证券发行的项目协办人及其他项目组成员 3 | | | 三、发行人基本情况 3 | | | 四、保荐人和发行人关联关系的核查 7 | | | 五、保荐人内部审核程序和内核意见 8 | | 第二节 | 保荐人承诺事项 10 | | | 一、保荐人对本次发行保荐的一般承诺 10 | | | 二、保荐人对本次发行保荐的逐项承诺 10 | | 第三节 | 对本次证券发行的推荐意见 11 | | | 一、保荐人对本次发行的推荐结论 11 | | | 二、本次证券发行履行的决策程序 11 | | | 三、本次证券发行符合相关规定 12 | | | 四、本次发行中直接或间接有偿聘请其他第三方的相关情况 16 | | | 五、发行人存在的主要风险 18 | | | 六、发行人的发展前景 ...

Core Insights - Zhongke Feimeasure reported significant revenue growth in 2024, reaching 1.38 billion yuan, a year-on-year increase of 54.94%, driven by the domestic semiconductor trend and a remarkable 87.39% growth in Q4 [1] - Despite the revenue increase, the company faced its first loss since going public, with a net loss of 11.52 million yuan, raising market concerns [2] Revenue and Profit Analysis - The substantial revenue growth was primarily attributed to increased orders from the semiconductor localization trend [1] - The net loss was influenced by two main factors: a significant increase in R&D investment, which reached 498 million yuan, a 118% year-on-year growth, and stock-based compensation expenses of 83.21 million yuan for core employees [2][3] Balance Sheet Overview - Total assets grew from 3.428 billion yuan to 4.208 billion yuan, indicating substantial expansion [4] - Total liabilities surged to 1.77 billion yuan, a 74.06% increase, with the debt-to-asset ratio rising to 42.07% [4] - Inventory reached 1.747 billion yuan, a 57.08% increase, exceeding current revenue, indicating potential market demand uncertainty [4] Cash Flow Situation - The operating cash flow net amount was -313 million yuan, significantly down from the previous year due to increased raw material procurement and R&D expenses [4] - Investment cash flow saw a cash inflow of 552 million yuan from redeeming financial products, but financing cash flow turned negative at -24.59 million yuan due to reduced external financing and debt repayments [4] Overall Assessment - Zhongke Feimeasure exhibited a "high revenue growth + high investment" characteristic in 2024, but short-term profitability was hindered by R&D and stock incentive costs [5] - The company faces challenges related to operating cash flow and inventory pressure, while being at a critical juncture for technological breakthroughs and market validation [5]

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for future returns [6]. Core Views - The company achieved a revenue of 1.38 billion yuan in 2024, representing a year-on-year growth of 55%, but reported a net loss attributable to shareholders of 0.1 billion yuan, marking a shift from profit to loss [1][2]. - The revenue growth is driven by advancements in core technologies, an expanding product range, and increasing domestic substitution demand, leading to a growing customer base and order volume [2][3]. - The company has significantly increased its R&D investment to 500 million yuan in 2024, a 118% increase year-on-year, which has temporarily pressured profit margins [2][3]. - The company’s product revenue is expected to continue to grow rapidly, with a forecasted net profit of 2.47 billion yuan in 2025, 3.64 billion yuan in 2026, and 5.74 billion yuan in 2027 [3][5]. Summary by Sections Revenue and Profitability - In 2024, the company reported a revenue of 1.38 billion yuan, with a quarterly revenue of 570 million yuan in Q4, showing an 87% year-on-year increase [1][2]. - The gross margin for testing equipment was 52.5%, while for measurement equipment it was 37.5%, indicating a slight improvement in profitability [2]. R&D and Product Development - The company is focused on rapid product iteration and has developed a diverse product portfolio to meet the needs of various integrated circuit clients, including those in advanced packaging and semiconductor materials [3]. - Seven out of nine product series have entered mass production, with increasing market share among leading domestic clients [3]. Financial Forecasts - The company’s financial projections indicate a continued increase in revenue, with expected revenues of 2.03 billion yuan in 2025 and 2.8 billion yuan in 2026 [5][10]. - The report anticipates a gradual recovery in net profit margins, with a projected return on equity (ROE) of 9.21% in 2025 and 11.93% in 2026 [12]. Valuation Metrics - The current price-to-earnings (P/E) ratio is projected to decrease from 184 in 2023 to 45 by 2027, reflecting an expected improvement in profitability [12][13]. - The price-to-book (P/B) ratio is expected to decline from 10.7 in 2023 to 7.1 in 2027, indicating a more favorable valuation as earnings improve [12][13].

Investment Rating - The investment rating for the company is "Add" (maintained) [1] Core Views - The company achieved significant revenue growth in 2024, with total revenue reaching 1.38 billion yuan, a year-on-year increase of 54.94%. The revenue from testing equipment was 985 million yuan, up 50.5% year-on-year, accounting for 71.3% of total revenue [7] - The company is experiencing a transition in profitability, with a net profit attributable to shareholders of -11.53 million yuan in 2024, primarily due to increased R&D investments and the payment of the 2024 stock incentive plan [7] - The company maintains a high level of R&D investment, with R&D expenses reaching 498 million yuan in 2024, a year-on-year increase of 118.2% [7] - The company has a strong order backlog, with inventory growing by 57.1% year-on-year to 1.747 billion yuan and contract liabilities increasing by 42.9% year-on-year to 629 million yuan [7] - The company is advancing its product lines in semiconductor measurement equipment, with successful validation of advanced process measurement equipment and a growing customer base [7] Financial Summary - Total revenue forecast for 2024 is 1.38 billion yuan, with a projected growth rate of 54.94% [8] - The net profit attributable to shareholders is expected to be -11.53 million yuan in 2024, with a significant recovery projected in subsequent years [8] - The company’s dynamic P/E ratios for 2025, 2026, and 2027 are projected to be 122.76, 73.39, and 52.12 respectively, reflecting the company's growth potential in the semiconductor measurement equipment sector [7][8]

Investment Rating - The investment rating for the company is "Add" (maintained) [1] Core Views - The company achieved significant revenue growth in 2024, with total revenue reaching 1.38 billion yuan, a year-on-year increase of 54.94%. The revenue from testing equipment was 985 million yuan, up 50.5% year-on-year, accounting for 71.3% of total revenue [7] - The company is experiencing a transition in profitability, with a net profit of -11.53 million yuan in 2024, primarily due to increased R&D investments and the payment of a share incentive plan [7] - The company maintains a high level of R&D investment, with R&D expenses reaching 498 million yuan in 2024, a year-on-year increase of 118.2% [7] - The company has a strong order backlog, with inventory increasing by 57.1% year-on-year to 1.747 billion yuan and contract liabilities rising by 42.9% to 629 million yuan [7] - The company is making progress in the development of advanced process measurement equipment, with successful validations from major domestic clients [7] Financial Summary - Total revenue forecast for 2024 is 1.38 billion yuan, with a projected growth rate of 54.94% [8] - The net profit forecast for 2025 is adjusted to 217 million yuan, down from the previous estimate of 260 million yuan [7] - The projected net profit for 2026 is 364 million yuan, and for 2027, it is 512 million yuan [7] - The current market capitalization corresponds to dynamic P/E ratios of 123 for 2025, 73 for 2026, and 52 for 2027 [7] - The company’s gross margin for 2024 is 48.90%, with a projected increase in subsequent years [8]

Financial Performance - Company reported a revenue of 1.38 billion yuan in 2024, representing a year-on-year increase of 54.94% compared to 890.90 million yuan in 2023 [1] - Net profit attributable to shareholders was -11.55 million yuan, a significant decline from 140.34 million yuan in the previous year, marking a decrease of 108.21% [1] - The net cash flow from operating activities was -312.70 million yuan, worsening from -52.04 million yuan in 2023 [1] Capital Structure and Equity - As of the end of 2024, the total assets of the company reached 4.21 billion yuan, an increase of 22.75% from 3.43 billion yuan at the end of 2023 [1] - The net assets attributable to shareholders were 2.44 billion yuan, slightly up by 1.11% from 2.41 billion yuan at the end of 2023 [1] Stock Issuance and Fundraising - Company went public on May 19, 2023, on the Sci-Tech Innovation Board, raising a total of 1.89 billion yuan, with a net amount of 1.70 billion yuan after deducting issuance costs [2] - The funds raised are intended for high-end semiconductor quality control equipment projects, R&D center upgrades, and working capital [2] - Company plans to issue additional shares to specific investors, aiming to raise up to 2.50 billion yuan for further projects and working capital [3] Underwriting and Advisory - The lead underwriter for the public offering and the upcoming stock issuance is Guotai Junan Securities Co., Ltd., with representatives involved in the underwriting process [2][4]

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected price increase of over 15% in the next 6-12 months [3][9]. Core Insights - The company reported a significant revenue increase of 54.94% year-on-year, reaching 1.38 billion RMB in 2024, although it faced a net loss of 0.12 billion RMB, a decline of 108.21% compared to the previous year due to high R&D and share-based payment expenses [1][6]. - The semiconductor equipment market in mainland China is projected to grow by 33.7% in 2024, reaching 49 billion USD, positioning it as the largest semiconductor equipment market globally. The company is well-positioned to benefit from this growth due to strong domestic demand for equipment [1][2]. - The company has significantly increased its R&D investment, with expenses reaching 498 million RMB in 2024, a year-on-year increase of 118.17%, indicating a commitment to advancing its technology [2][6]. - The company has developed a comprehensive range of detection equipment, with over 300 units of non-graphical wafer defect detection equipment delivered to more than 100 clients, ensuring a competitive edge in the market [2][6]. - Revenue forecasts for 2025-2027 are optimistic, with expected revenues of 2.04 billion RMB, 2.95 billion RMB, and 3.83 billion RMB, representing growth rates of 48%, 45%, and 30% respectively [3][6]. Summary by Sections Performance Review - In 2024, the company achieved a revenue of 1.38 billion RMB, a year-on-year increase of 54.94%, while the net profit attributable to shareholders was -0.12 billion RMB, reflecting a decline of 108.21% due to high R&D and share-based payment costs [1][6]. Operational Analysis - The company is expected to see continued growth in orders, supported by a strong domestic demand for semiconductor equipment, with a significant portion of the market currently dominated by U.S. companies [1][2]. - The company has a robust order backlog, with contract liabilities of 630 million RMB and inventory of 750 million RMB, indicating strong sales momentum [1][2]. R&D and Product Development - The company has made substantial investments in R&D, with expenses reaching 498 million RMB in 2024, which is significantly higher than the revenue growth rate, reflecting a strategic focus on advanced technology [2][6]. - The company has successfully developed and delivered advanced detection equipment, enhancing its market position and ensuring competitiveness in the semiconductor industry [2][6]. Financial Forecasts - Revenue projections for 2025-2027 are set at 2.04 billion RMB, 2.95 billion RMB, and 3.83 billion RMB, with corresponding growth rates of 48%, 45%, and 30% [3][6].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected price increase of over 15% in the next 6-12 months [3][9]. Core Insights - The company reported a significant revenue increase of 54.94% year-on-year, reaching 1.38 billion RMB in 2024, although it faced a net loss of 0.12 billion RMB, a decline of 108.21% compared to the previous year due to high R&D and share-based payment expenses [1]. - The semiconductor equipment market in mainland China is projected to grow by 33.7% in 2024, reaching 49 billion USD, positioning it as the largest semiconductor equipment market globally. The company is well-positioned to benefit from this growth due to strong domestic demand for equipment [1][2]. - The company has significantly increased its R&D investment, reaching 0.498 billion RMB in 2024, a year-on-year increase of 118.17%, which is higher than its revenue growth rate. This investment is aimed at advancing its technology and product offerings [2]. - The company has developed a comprehensive range of detection equipment, with over 300 units of non-graphical wafer defect detection equipment delivered to more than 100 clients, ensuring a competitive edge in the market [2]. Financial Projections - Revenue projections for 2025, 2026, and 2027 are 2.037 billion RMB, 2.949 billion RMB, and 3.833 billion RMB, respectively, with year-on-year growth rates of 48%, 45%, and 30% [3][6]. - The forecasted net profit for 2025, 2026, and 2027 is 0.204 billion RMB, 0.346 billion RMB, and 0.594 billion RMB, with growth rates of 70% and 72% for the following years [3][6].