| | | 转债代码：118500 转债简称：思瑞定转 思瑞浦微电子科技（苏州）股份有限公司 部分董事、高级管理人员减持股份计划公告 本公司董事会、全体董事及相关股东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。 重要内容提示： 大股东及董监高持有的基本情况 截至本公告披露日，公司股东、董事、副总经理 FENG YING 先生持有公司 股份 9,161,459 股，占公司当前总股本的 6.75%。 以上股份为公司首次公开发行前取得的股份（含上市以来资本公积转增股本 取得的股份），于 2023 年 9 月 21 日起解除限售上市流通。 上述减持主体无一致行动人。 | 股东名称 | FENG YING | | | | --- | --- | --- | --- | | 计划减持数量 | 股 不超过：540,000 | | | | 计划减持比例 | 不超过：0.4% | | | | 减持方式及对应减持数量 | 大宗交易减持，不超过：540,000 股 | | | | | 股 集中竞价减持，不超过：540,000 | | | | 减持期间 | 年 月 ...

Group 1 - The core business of the company is heavily focused on the integrated circuit industry, which accounts for 99.96% of its total revenue for the year 2024 [1] - The company has announced that its shareholder and Vice President, Mr. Feng Ying, holds approximately 9.16 million shares, representing 6.75% of the total share capital [3] - Mr. Feng Ying plans to reduce his holdings by up to 540,000 shares, which is no more than 0.4% of the company's total share capital, within three months after the announcement [3]

Core Viewpoint - The company announced that its director and vice president, Feng Ying, plans to reduce his shareholding due to personal financial needs, indicating a potential shift in insider ownership dynamics [1] Summary by Relevant Sections - **Shareholding Details** - Feng Ying currently holds 9.1615 million shares, representing 6.75% of the company's total shares [1] - **Reduction Plan** - He intends to reduce his holdings by up to 540,000 shares, which accounts for no more than 0.4% of the company's total share capital [1] - The reduction period is set from September 6, 2025, to December 5, 2025 [1] - **Transaction Method and Pricing** - The shares will be sold through block trading or centralized bidding [1] - The selling price will be determined based on the market price at the time of the transaction [1]

Group 1 - The core viewpoint of the news is that Si Rui Pu Microelectronics (688536) has shown significant financial growth in the first quarter of 2025, with a total revenue of 422 million yuan, representing a year-on-year increase of 110.88% [1] - The company's net profit attributable to shareholders reached 15.56 million yuan, up 131.65% year-on-year, while the non-recurring net profit was 1.74 million yuan, reflecting a growth of 102.37% [1] - The liquidity ratios indicate a strong financial position, with a current ratio of 8.426 and a quick ratio of 7.741, alongside a low debt-to-asset ratio of 13.88% [1] Group 2 - Si Rui Pu Microelectronics has made investments in 15 companies and participated in 23 bidding projects, showcasing its active engagement in the market [2] - The company holds a total of 30 trademark registrations and 267 patents, indicating a strong focus on intellectual property [2] - Additionally, Si Rui Pu has obtained 11 administrative licenses, further establishing its operational capabilities [2]

智通财经APP获悉，华安证券发布研报称，德州仪器将在8月启动新一波涨价，幅度超过6月，若特定料 号TI涨价幅度较大，且国产模拟芯片厂商愿意维持价格(不跟进TI涨价)或进一步降价，则在一段时间验 证后的新品量产中也可进行国产替代，TI目前涨价将使得公司保障其现有财务表现但牺牲产品份额。该 行认为国产模拟芯片厂商将有更多机会实现在工业和汽车应用领域，以及高端消费领域的国产替代。 模拟芯片领域相关公司包括：思瑞浦(688536.SH)、杰华特(688141.SH)、圣邦股份(300661.SZ)、纳芯微 (688052.SH)、艾为电子(688798.SH)、希荻微(688173.SH)、必易微(688045.SH)、南芯科技(688484.SH) 等。 华安证券主要观点如下： 德州仪器料号涨价，幅度或将超过6月 根据国际电子商情综合报道，TI将在8月启动新一波涨价，幅度超过6月，重点涉及工控类、车载类、以 及算力相关芯片产品，覆盖LDO(低压差线性稳压器)、DC-DC(直流-直流转换器)、数字隔离、隔离驱动 等品类。而且调价范围不仅涉及终端客户，还覆盖了除超级大客户外的几乎所有客户群体，且价格上调 将通过代理商传 ...

Investment Rating - The industry investment rating is "Positive" (maintained) [6] Core Insights - TI is expected to initiate a new round of price increases in August, focusing on industrial control, automotive, and computing-related chip products, which may signal a turning point for the domestic analog sector as demand continues to recover [1][2][4] - The price increase by TI is anticipated to end the price war in the analog industry, allowing domestic analog companies to accelerate their market share growth [2][3] - The price hikes are primarily driven by industrial control and automotive products, with over 40% of industrial control products seeing price increases, benefiting platform-type analog companies [3][4] Summary by Sections - **Price Increase Impact**: TI's price increase is expected to alleviate price pressure in the analog sector, opening up upward potential for domestic companies as demand remains strong [4] - **Key Companies**: Notable companies in the sector include: - Naxin Micro: Leader in automotive-grade analog chips - Sirepu: Leader in industrial control analog chips - Shengbang Co.: Leader in platform-type analog chips - Jiewate: Leader in computing analog chips [5] - **Market Dynamics**: The report indicates that the domestic analog companies have been under pressure due to TI's price competition, but the current price adjustments may lead to improved profitability and market positioning [3][4]

Summary of Key Points from Conference Call Records Industry and Company Involved - The discussion primarily revolves around the **Chinese economy**, focusing on the **electronic industry** and **coal sector** as well as the implications of **supply-side reforms** and **tax reforms** on corporate profitability and market dynamics [1][3][4]. Core Insights and Arguments - The **Third Plenary Session** emphasized the need for a **unified market** and **tax system reforms**, which are expected to enhance corporate profitability in the long term, although the market may underestimate these effects [1][3]. - The **supply-side reform** in China has led to the coal sector exhibiting characteristics akin to public utility benefits, with a potential shift in the tax system from production-based to consumption-based taxation [1][4]. - The **real estate bubble risk** is highlighted due to land finance driving urban construction, while the unified market aims to address local government debt issues [1][7]. - The **tax reform** and separation of production factors may position state-owned enterprises as crucial fiscal supports, potentially leading to more public utility-like coal operations and stabilizing multinational corporate profits [1][9]. - **Texas Instruments** initiated a price increase of **10% to 30%** across **60,000 product models**, marking a significant shift in the electronic industry, which is expected to influence domestic companies positively [10][11]. - The **domestic semiconductor companies** are anticipated to follow suit in price adjustments, benefiting from domestic substitution and tariff countermeasures, particularly in the automotive and industrial sectors [11][12]. Other Important but Possibly Overlooked Content - The **market volatility** following the political bureau meeting indicates a need for investors to discern between short-term thematic trading and long-term performance improvement [13]. - The **current phase** is likened to the **2015-2016 supply-side structural reform**, where policy documents will define future targets for key industries like steel and coal [14]. - Investors are advised to clarify their strategies, whether seeking short-term valuation recovery or long-term performance improvement, and to wait for demand signals or fundamental turning points before participating [15]. - The focus on **upstream resource industries** such as coal, steel, and energy metals is recommended, as these sectors have shown significant price increases since July [16]. This summary encapsulates the essential points from the conference call records, providing insights into the current state and future expectations of the Chinese economy and specific industries.

Core Viewpoint - The company, Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd., is issuing convertible bonds and raising funds through stock issuance to acquire 100% equity of Chuangxin Micro, with a total transaction price of 1.06 billion RMB [8][22]. Group 1: Transaction Overview - The company plans to issue 3,047,535 shares of common stock at a price of 125.80 RMB per share to raise a total of 383.38 million RMB [3][28]. - The convertible bonds will be issued to a maximum of 35 specific investors, with a total amount not exceeding 383.38 million RMB, which will be used for cash consideration and intermediary fees related to the acquisition [22][23]. - The acquisition of Chuangxin Micro will be completed after the issuance of convertible bonds and stock, with the latter not being a prerequisite for the former [8][9]. Group 2: Financial Details - The valuation of Chuangxin Micro's 100% equity is assessed at 1.066 billion RMB as of September 30, 2023, using market and income approaches [8]. - The initial conversion price for the bonds is set at 158 RMB per share, which is not less than 80% of the average trading price over the previous 20 trading days [10][11]. - The bonds will have a maturity of four years, with an annual interest rate of 0.01% [12][14]. Group 3: Regulatory Compliance - The issuance of shares and convertible bonds complies with the relevant regulations of the Securities Law and the Shanghai Stock Exchange [6][27]. - The company has completed all necessary decision-making and approval processes for the transaction, with no outstanding approvals required [25][26]. - The stock issued will have a lock-up period of six months post-issuance, during which the shares cannot be transferred [23][28].

Core Viewpoint - The company, Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd., has successfully issued 3,047,535 shares of common stock at a price of 125.80 RMB per share, raising a total of approximately 383.38 million RMB to support its convertible bond issuance and asset acquisition [1][5][13]. Group 1: Issuance Details - The total number of shares issued is 3,047,535 at a price of 125.80 RMB per share [1][5]. - The expected listing date for the newly issued shares is the first trading day after the expiration of the lock-up period, which starts from the completion of the issuance [1][6]. - The issuance does not involve asset transfer, as all shares were subscribed for in cash [1][6]. Group 2: Regulatory Compliance - The issuance has completed all necessary decision-making and approval procedures, with no outstanding requirements [3][10]. - The issuance process adhered to relevant regulations, including the Securities Issuance Registration Management Measures and the Shanghai Stock Exchange's guidelines [10][11]. - The final issuance price was determined based on a market-based bidding process, ensuring compliance with the minimum pricing requirements [4][10]. Group 3: Financial Impact - The total funds raised from the issuance amount to 383,379,903.00 RMB, which is within the approved limits set by the board and shareholders [5][9]. - After deducting issuance costs of approximately 11.58 million RMB, the net funds raised amount to 371,798,040.71 RMB [8][9]. - The funds raised will be used to pay for the cash consideration of the asset acquisition, enhancing the company's financial strength [20]. Group 4: Shareholder Structure Changes - Prior to the issuance, the total share capital was 132,601,444 shares, all of which were unrestricted shares [19]. - Following the issuance, the total share capital will increase to 135,648,979 shares, with 3,047,535 shares classified as restricted shares [19]. - The issuance will not change the control structure of the company, which remains without a controlling shareholder [19][20]. Group 5: Investor Participation - The final issuance involved six specific investors, with the allocation based on a priority system of price, amount, and timing of bids [13][16]. - The participating investors include various asset management companies, ensuring a diverse investor base [13][14][15]. - All participating investors have confirmed that they do not include related parties or entities that could compromise the fairness of the issuance [11][16].

思瑞浦微电子科技（苏州）股份有限公司 关于持股 5%以上股东权益变动触及 1%整数倍的 提示性公告 本公司董事会及全体董事保证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。 重要内容提示： | 权益变动方向 | 比例增加□ | | 比例减少☑ | | --- | --- | --- | --- | | 权益变动前合计比例 | 7.13% | | | | 权益变动后合计比例 | 6.97% | | | | 本次变动是否违反已作出的承 | 是□ | 否☑ | | | 诺、意向、计划 | | | | | 是否触发强制要约收购义务 | 是□ | 否☑ | | 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 投资者及其一致行动人的身份 □ 控股股东/实际控制人及其一致行动人 ☑ 其他 5%以上大股东及其一致行动人 □ 合并口径第一大股东及其一致行动人（仅适 用于无控股股东、实际控制人） □ 其他______________（请注明） 2.信息披露义务人信息 信息披露义务人名称 投资者身份 统一社会信用代码 ZHIXU ZHOU □ 控股股东/实控人 ...