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 （注册稿） 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 ...

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 11 | | | 一、保荐人对本次发行保荐的一般承诺 11 | | | 二、保荐人对本次发行保荐的逐项承诺 11 | | 第三节 | 对本次证券发行的推荐意见 12 | | | 一、保荐人对本次发行的推荐结论 12 | | | 二、本次证券发行履行的决策程序 12 | | | 三、本次证券发行符合相关规定 13 | | | 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 17 | | | 五、发行人存在的主要风险 19 | | | 六、发行人的发展前景 ...

Core Points - The company reported a revenue of 702 million yuan in the first half of 2025, representing a year-on-year increase of 51.39% [1] - The net profit attributable to shareholders was -18 million yuan, an improvement from -68 million yuan in the same period last year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was -110 million yuan, slightly better than -115 million yuan in the previous year [1] - The net cash flow from operating activities was -442 million yuan, compared to -95 million yuan in the same period last year [1] Financial Performance - In 2024, the company achieved a revenue of 1.38 billion yuan, a year-on-year growth of 54.94% [4] - The net profit attributable to shareholders was -12 million yuan, down from 140 million yuan in the previous year [4] - The net profit after deducting non-recurring gains and losses was -124 million yuan, compared to -32 million yuan in the same period last year [4] - The net cash flow from operating activities was -313 million yuan, worsening from -52 million yuan in the previous year [4] Fundraising and Projects - The company raised a total of 1.888 billion yuan from its initial public offering, with a net amount of 1.698 billion yuan after deducting issuance costs [3] - The funds raised will be used for high-end semiconductor quality control equipment industrialization projects, R&D center upgrades, and working capital [3] - The company is currently planning to issue shares to specific investors to raise up to 2.5 billion yuan, which will be allocated to R&D projects for high-end semiconductor quality control equipment [5]

Core Viewpoint - Zhongke Feice (688361.SH) reported a significant increase in revenue for the first half of 2025, achieving 702 million yuan, a year-on-year growth of 51.39%, despite a net loss attributed to shareholders of 18.35 million yuan, an improvement from the previous year's loss of 68.01 million yuan [1][2]. Financial Performance - The company's revenue for the first half of 2025 was 702.17 million yuan, compared to 463.82 million yuan in the same period last year, marking a 51.39% increase [2]. - The total profit for the period was -17.50 million yuan, improving from -68.24 million yuan year-on-year [2]. - The net profit attributable to shareholders was -18.35 million yuan, compared to -68.01 million yuan in the previous year [2]. - The net profit after deducting non-recurring gains and losses was -110.34 million yuan, slightly better than -115.13 million yuan from the previous year [2]. - The net cash flow from operating activities was -44.24 million yuan, worsening from -9.50 million yuan year-on-year [2]. Previous Year Comparison - In 2024, Zhongke Feice reported revenue of 1.38 billion yuan, a 54.94% increase from 890.90 million yuan in 2023 [3]. - The net profit attributable to shareholders in 2024 was -11.53 million yuan, a significant decline from a profit of 140.34 million yuan in 2023 [3]. - The net profit after deducting non-recurring gains and losses was -124.10 million yuan, compared to a profit of 31.69 million yuan in the previous year [3]. - The net cash flow from operating activities in 2024 was -312.70 million yuan, compared to -52.04 million yuan in 2023 [3]. IPO and Fundraising - Zhongke Feice's initial public offering raised a total of 1.888 billion yuan, with a net amount of 1.698 billion yuan after deducting issuance costs, exceeding the original plan by 698.39 million yuan [4]. - The company planned to use the raised funds for high-end semiconductor quality control equipment industrialization, R&D center upgrades, and working capital [4]. - The total issuance costs for the IPO were 189.61 million yuan, with underwriting fees amounting to 164.05 million yuan [5]. - The company is currently planning to issue shares to specific investors, aiming to raise up to 2.5 billion yuan for R&D and operational projects [6].

Market Performance - The Shanghai Composite Index reached 3800 points, marking the highest level since August 20, 2015, with an increase of 0.77% [1] - Out of 5,366 stocks, 2,075 rose while 3,291 fell [1] Chip Sector Highlights - Chip stocks experienced significant gains, with Haiguang Information rising over 17% and Cambrian Technologies increasing over 12% [3] - Cambrian Technologies' stock price approached 1200 yuan, with a market capitalization nearing 500 billion yuan, reflecting a nearly 94% increase since July [3] Stock Performance Data - Haiguang Information: 186.06 yuan, up 20.00% [5] - Shengmei Shanghai: 142.21 yuan, up 20.00% [5] - Cambrian Technologies: 1229.57 yuan, up 18.68% [5] - Shengke Communication: 131.48 yuan, up 14.10% [5] - Other notable stocks include Jingjia Micro (up 11.82%) and Zhongtai International (up 10.98%) [5] Domestic AI Chip Development - The release of DeepSeek-V3.1 is expected to enhance the application of domestic AI chips, supporting the acceleration of the domestic computing power ecosystem [6] - Citic Securities anticipates a surge in the domestic computing sector due to recent developments [6] - The focus on AI is reshaping hardware demands and investment rhythms, with an emphasis on domestic alternatives in the long term [6]

Market Performance - The Shanghai Composite Index continued to strengthen in the afternoon, breaking through 3800 points, reaching the highest level since August 20, 2015 [1] Semiconductor Sector - Computing chip stocks surged in the afternoon, with Cambrian Technology rising over 18%, and its total market capitalization exceeding 500 billion, setting a new historical high [2] - Haiguang Information and Shengmei Shanghai both hit the daily limit, increasing by 20% [2] - Other notable gainers included Shengke Communication, Jingjia Micro, and SMIC, with significant percentage increases [2][3] Stock Performance - Haiguang Information: 186.06, up 20.00% [3] - Shengmei Shanghai: 142.21, up 20.00% [3] - Cambrian Technology: 1229.57, up 18.68% [3] - Shengke Communication: 131.48, up 14.10% [3] - Jingjia Micro: 89.86, up 11.82% [3] - SMIC: 101.05, up 10.98% [3] - Other companies like Zhongke Feicai and Zhaoyi Innovation also showed notable increases [3][4]

Group 1 - The global market size for wafer manufacturing equipment is projected to grow significantly from 2021 to 2024, with various equipment categories showing increasing domestic production rates [2] - The market for thermal processing equipment is expected to increase from $31.5 billion in 2021 to a domestic production rate of approximately 23% by 2024 [2] - The market for thin film deposition equipment is projected to grow from $256.3 billion in 2021, with a domestic production rate reaching around 19% by 2024 [2] Group 2 - The etching equipment market is anticipated to grow from $180.9 billion in 2021, maintaining a domestic production rate of 28% from 2023 to 2024 [2] - The photolithography equipment market is valued at $258.4 billion, with no specific domestic production rate data provided for the years 2021 to 2024 [2] - The chemical mechanical planarization (CMP) equipment market is expected to grow from $29.8 billion in 2021, with a domestic production rate projected to be around 40% by 2024 [2] Group 3 - The cleaning equipment market is projected to grow from $65.7 billion in 2021, with a domestic production rate expected to be approximately 32% by 2024 [2] - The photoresist coating and developing equipment market is expected to grow from $35.3 billion in 2021, with a domestic production rate of about 10% by 2024 [2] - The detection and measurement equipment market is valued at $142.5 billion, with a domestic production rate projected to reach 5% by 2024 [2]

Group 1: Fixed Income Market Insights - The fixed income market is experiencing a weak sentiment, with a preference for short to medium-term credit instruments as the stock market remains strong since June, leading to adjustments in the bond market [2][4] - Recommendations include focusing on city investment bonds with maturities of three years or less, high-quality city rural commercial bank bonds, and high-grade central state-owned enterprise real estate bonds with maturities of one year or less [2][4] - The bond curve is expected to remain steep, and investors are advised to avoid ultra-long-term bonds and credit ETF securities [2] Group 2: Transportation Sector Recovery - The transportation sector is entering a recovery phase, with expectations of a seasonal increase in demand as the peak season approaches [6] - The industry has seen a slowdown in volume growth, with retail sales and express delivery volumes showing year-on-year increases of 4.0%, 8.3%, and 15.1% respectively [6] - Recommendations include focusing on the e-commerce express delivery sector and leading international logistics companies like SF Express [6] Group 3: Beverage Industry Outlook - The liquor sector is showing signs of stabilization, with government policies aimed at boosting domestic demand providing support [6] - Major liquor companies are focusing on maintaining investor interests through long-term and interim dividend plans, with current dividend yields for leading brands exceeding 3.5% [6] - The sector is expected to enter a phase of healthy recovery, with strong fundamentals among leading companies [6] Group 4: AI and Technology Sector - The AI technology revolution is anticipated to drive corporate profit growth, providing a counterbalance to macroeconomic uncertainties [4] - Industrial Fulian's stock has surged approximately 69% since mid-July, reflecting renewed market interest in its growth potential within the AI industry [14] - The report emphasizes the importance of understanding the investment ceiling for AI computing power and the potential for significant growth in the sector [14] Group 5: Logistics and Delivery Sector - The logistics sector is expected to benefit from a price recovery due to the "anti-involution" policy, which aims to improve service quality and profitability [30] - ZTO Express reported a revenue increase of 9.8% year-on-year, although net profits declined due to intense price competition [30] - The outlook for the second half of the year remains positive, with expectations of improved profitability as the industry adjusts pricing strategies [30] Group 6: Insurance Sector Performance - Zhong An Insurance reported a significant increase in net profit for the first half of 2025, driven by strong growth in underwriting profits across various business lines [19] - The company’s overall performance reflects improvements in both insurance and investment segments, with a notable turnaround in its banking operations [19] - The report maintains a "buy" rating based on the positive trends across multiple business areas [19] Group 7: Power Generation Sector - Guiguan Electric's performance is in line with expectations, with a forecast for increased hydropower generation in the upcoming quarter due to favorable water conditions [26] - The company reported a revenue decline of 13.99% year-on-year, but net profits showed resilience [26] - The report suggests maintaining a "buy" rating based on anticipated growth in hydropower output [26] Group 8: E-commerce and Retail Sector - Salted Fish Shop's revenue and net profit for the first half of 2025 exceeded market expectations, driven by strong performance in its membership and retail channels [13] - The company reported a year-on-year revenue increase of 19.6%, with significant growth in its snack and retail segments [13] - The report highlights the importance of channel and product category growth in sustaining performance [13]

Group 1: Key Insights on Xtep International - The main brand performance is stable, with significant growth in the professional sports segment, achieving a total revenue of 6.84 billion yuan in H1 2025, a year-on-year increase of 7.1% [3][4] - The professional sports revenue increased by 32.5% to 785 million yuan, contributing to a notable improvement in operating profit margin, which rose by 6.1 percentage points to 10% [4][5] - The company maintains a strong cash position, with net cash increasing by 94.3% to 1.913 billion yuan, indicating stable overall operations [5][6] Group 2: Key Insights on Meitu Inc. - Meitu Inc. reported a revenue of 1.82 billion yuan in H1 2025, reflecting a year-on-year growth of 12.3%, with a gross profit of 1.34 billion yuan and a gross margin of 73.6% [8][9] - The revenue from AI-driven imaging and design products grew by 45.2% to 1.35 billion yuan, driven by an increase in active user base and payment penetration [10] - The company is successfully advancing its globalization strategy, with a 15% year-on-year increase in monthly active users outside mainland China [10] Group 3: Key Insights on Wavelength Optoelectronics - Wavelength Optoelectronics achieved a revenue of 220 million yuan in H1 2025, a year-on-year increase of 17.8%, although net profit decreased by 50.6% to 14 million yuan [12][13] - The company is focusing on the semiconductor and optoelectronic markets, with a significant revenue increase of 99% in semiconductor-related products [14] - The company is expanding its consumer optical products, with AR/VR optical product revenue increasing by 470% [14] Group 4: Key Insights on Dongfang Wealth - Dongfang Wealth reported a total revenue of 6.856 billion yuan in H1 2025, a year-on-year increase of 38.65%, with net profit growing by 35.38% [16][17] - The brokerage and margin financing businesses are the main growth drivers, benefiting from a significant market recovery with a daily average trading volume increase of 61% [17][18] - The company has a solid traffic foundation, with its brokerage, margin financing, and fund distribution businesses showing strong resilience [18] Group 5: Key Insights on Zhongke Feicai - Zhongke Feicai achieved a revenue of 700 million yuan in H1 2025, reflecting a year-on-year growth of 51.4%, with a gross margin of 54.3% [22][23] - The company is expanding its order scale, with inventory and contract liabilities increasing, indicating a positive future performance trend [23][24] - The company is focusing on the development of seven series of equipment, with steady growth in market share for its detection devices [25] Group 6: Key Insights on Tongcheng Travel - Tongcheng Travel reported a revenue of 4.7 billion yuan in Q2 2025, a year-on-year increase of 10%, with adjusted net profit rising by 18% [26][27] - The core online travel platform showed robust growth, with a revenue increase of 14% in transportation ticketing and 15% in accommodation bookings [27][28] - The company is focusing on expanding its user base in lower-tier cities, with a significant portion of new paid users coming from these regions [28] Group 7: Key Insights on Limin Co. - Limin Co. achieved a revenue of 2.452 billion yuan in H1 2025, with a remarkable net profit increase of 747.13% [30][31] - The company is consolidating its position as a leading pesticide manufacturer, with significant price and sales increases for its main products [32][34] - The company is advancing its research and development capabilities, with ongoing collaborations for innovative product development [34][35]

Core Viewpoint - In the first half of 2025, the semiconductor testing equipment company Zhongke Feimeng (688361.SH) reported significant revenue growth but continued to incur losses, highlighting a prominent issue of increasing revenue without corresponding profit [1][17]. Financial Performance - The company's revenue reached 702 million yuan, a year-on-year increase of 51.39%, but it still recorded a net loss attributable to shareholders of 18.35 million yuan, with a further loss of 110 million yuan after excluding non-recurring gains and losses, nearly unchanged from the previous year's loss of 115 million yuan [1][17]. - Following the release of the semi-annual report, Zhongke Feimeng's stock price fell by 2.32%, indicating market dissatisfaction with the company's performance [1]. R&D Investment - Zhongke Feimeng's R&D expenses amounted to 285 million yuan, a 37.79% increase compared to the same period last year, with the R&D expense ratio decreasing from 44.66% to 40.65% [2]. - The number of R&D personnel increased from 465 to 577, and the average salary for R&D staff rose from 277,700 yuan to 312,800 yuan [2]. - Despite high R&D investments, the company has not achieved significant results in mass production capabilities for high-end semiconductor testing equipment [2][5]. Equipment Development Progress - The company showcased its equipment development progress in its 2023 annual report, indicating that key devices such as the bright field nano-pattern wafer defect detection equipment and dark field nano-pattern wafer defect detection equipment had not yet achieved mass production [3][5]. - As of the first half of 2025, the optical critical dimension measurement equipment had achieved mass production, while the more challenging bright field and dark field devices remained in the customer process verification stage [5][7]. Cash Flow and Inventory Issues - Zhongke Feimeng's operating cash flow deteriorated significantly, with an outflow of 442 million yuan, marking a historical high [10]. - The company's accounts receivable and inventory increased substantially compared to the same period last year, while contract liabilities slightly decreased [11][16]. - The inventory reached 2.27 billion yuan, up from 1.37 billion yuan the previous year, with a significant portion classified as goods issued but not yet accepted by customers [13][16]. Market Position and Competition - The company faces intense competition in the market for its bright field nano-pattern wafer defect detection equipment, with aggressive pricing strategies noted [9]. - Despite the challenges, Zhongke Feimeng has actively promoted its achievements in this area, claiming to have broken foreign monopolies, although the actual production and acceptance remain pending [6][7]. Future Outlook - The semiconductor equipment industry is characterized by high R&D investment pressures and long market validation cycles, which pose ongoing cash burn challenges for companies like Zhongke Feimeng [17]. - The company is expected to focus on converting high R&D investments into mass production capabilities and improving cash flow efficiency to overcome the current "revenue without profit" dilemma [17].