Summary of the Conference Call for 思瑞浦 Industry Overview - The global analog IC market is approximately $80 billion, with the Chinese market accounting for nearly half of this total. However, the domestic localization rate remains low, with communication at 20%-25%, industrial at 10%-15%, and automotive at only 5%. This indicates significant potential for domestic substitution, especially in the electric vehicle sector where the value of analog ICs per vehicle is increasing [2][10] Company Performance and Financials - 思瑞浦's revenue structure for 2024 is projected to be 40%-45% from industrial, 17% from automotive, and 20%-25% from communication. In Q1 2025, automotive revenue is expected to approach 20%, with a nearly 90% year-on-year growth in automotive revenue compared to 2023 [2][6] - The company has a rich product line with over 2,800 products by the end of 2024, including more than 200 mass-produced automotive-grade products. The cumulative shipment volume has exceeded 10 billion units, indicating long-term growth potential in the analog field [2][7] - Despite a revenue decline in 2023-2024 due to decreased income from communication and industrial sectors, Q1 2025 has shown a recovery in growth. Profit margins are expected to rebound this year due to margin optimization and cost control measures [2][9] Market Dynamics - Recent price increases in analog components by competitors like TI (Texas Instruments) have sparked interest in the analog sector. TI has raised prices by up to 30% on several products, with some ADC prices doubling. This price increase is expected to create opportunities for domestic manufacturers [3][4][19] - The ongoing U.S.-China competition is anticipated to accelerate the localization process within the industry [5] Product Development and Innovation - 思瑞浦 is actively reducing reliance on major foundries by introducing other suppliers and has achieved synergies through the acquisition of 创新威. The company continues to launch new products to expand market share while controlling R&D expenses to enhance profit elasticity [4][11] - The automotive product line includes a variety of power management products, with significant contributions from the CAN transceiver and the newly launched audio sensor network (ASN), which fills a gap in the domestic audio bus market [13] Future Outlook - The communication sector, previously accounting for 60% of total revenue, has seen a decline due to lower-than-expected demand. However, the anticipated start of 6G technology research in 2025 is expected to initiate a new procurement cycle, positively impacting revenue [15][16] - The consumer electronics segment, which previously contributed minimally to revenue, has started to show growth following the acquisition of 创新威, with significant contributions expected in 2025 [17] - Profitability forecasts indicate that the signal chain department is expected to grow by 37% in 2025, with gross margins gradually recovering, particularly as price pressures from TI diminish [18] Conclusion - Overall, 思瑞浦 is positioned well within the analog IC market, with strong growth prospects driven by product innovation, market recovery, and favorable pricing dynamics. The company is recommended for continued investment as it navigates the evolving landscape of the semiconductor industry [21]

Group 1: Company Performance - The company experienced a significant increase in revenue from the automotive electronics sector, with a year-on-year growth of 80%, reaching 207 million yuan, accounting for 16.95% of total revenue in 2024 [1] - The acquisition of Chuangxinwei has enhanced the company's product and market layout in the consumer electronics sector, leading to rapid growth in sales and revenue as consumer electronic terminal shipments gradually recover [1][2] - Chuangxinwei's revenue for 2024 increased by 23.01% year-on-year, with a net profit growth of 165.46% after excluding share-based payment expenses [2] Group 2: Market Trends and Opportunities - The wireless communication market is showing signs of marginal recovery in customer demand starting from the second half of 2024 after a prolonged inventory destocking period [1] - The company plans to continue enhancing its market share and introducing new products in the diversified applications within the industrial sector [1] - The collaboration with Chuangxinwei is expected to create synergies in the industrial and automotive markets, leveraging Chuangxinwei's expertise in BMS technology and product development [2] Group 3: Financial Projections - Revenue projections for the company from 2025 to 2027 are estimated at 2.035 billion, 2.756 billion, and 3.631 billion yuan, with year-on-year growth rates of 67%, 35%, and 32% respectively [3] - The company is expected to turn profitable with net profits of 115 million, 256 million, and 458 million yuan for the same period, reflecting significant growth rates of +123% and +79% in 2026 and 2027 [3] - The company has been assigned a "buy" rating based on its strong revenue growth, cost control, and the potential for profit elasticity amid the recovery in industrial sectors and the acceleration of domestic chip substitution [3]

Investment Rating - The report assigns a "Buy" rating for the company, marking its first coverage [2]. Core Insights - The company has seen significant revenue growth in the automotive electronics sector, with a 80% year-on-year increase in revenue from the automotive market, reaching 207 million yuan in 2024, accounting for 16.95% of total revenue [4]. - The wireless communication market is showing signs of recovery after a prolonged inventory destocking period, with demand expected to improve in the second half of 2024 [4]. - The acquisition of Chuangxinwei has enhanced the company's product and market layout in the consumer electronics sector, with Chuangxinwei's revenue growing by 23.01% year-on-year in 2024 [4]. - The company anticipates strong synergy between its own business and Chuangxinwei, leveraging its platform capabilities and Chuangxinwei's experience in the consumer market [4]. - Revenue forecasts for 2025-2027 are projected at 2.035 billion, 2.756 billion, and 3.631 billion yuan, with year-on-year growth rates of 67%, 35%, and 32% respectively [4]. Company Overview - The company, founded in 2012 and listed on the STAR Market in 2020, focuses on high-performance integrated circuit products, including signal chain and power management chips [13]. - As of the end of 2024, the company has over 2,800 products, including more than 200 automotive-grade chips [13][14]. - The company has a diverse application range, covering automotive electronics, communications, industrial applications, and consumer electronics [14]. Financial Analysis - The company experienced significant revenue growth in Q1 2025, achieving 422 million yuan, a 110.88% increase year-on-year, and turning a profit with a net profit of 15.56 million yuan [26]. - The company's revenue and net profit have shown volatility due to macroeconomic factors and industry cycles, with a five-year CAGR of 74% from 2017 to 2022 [26]. - In 2024, the company reported revenue of 975 million yuan from signal chain chips and 244 million yuan from power management chips, with year-on-year growth rates of 12.19% and 11.89% respectively [28]. Market Analysis - The global analog IC market is valued at over 80 billion USD, with China being a major participant [39]. - The company is positioned to benefit from the ongoing trend of domestic substitution in the semiconductor industry, particularly in the automotive and industrial sectors [50]. - The automotive chip market is expected to grow significantly, with projections indicating a market size of 180 billion USD in China by 2025 [62].

《上海证券交易所首次公开发行证券发行与承销业务实 施细则》等法律、法规和中国证券监督管理委员会的有关规定，按照《律师事务 所从事证券法律业务管理办法》《律师事务所证券法律业务执业规则（试行）》 的要求，按照律师行业公认的业务标准、道德规范和勤勉尽责精神，就思瑞浦本 次发行的相关文件资料和已存事实进行了核查和验证，并据此出具本《关于思瑞 浦微电子科技（苏州）股份有限公司发行可转换公司债券及支付现金购买资产并 募集配套资金之募集配套资金向特定对象发行股票发行过程和认购对象合规性 的法律意见书》（以下简称"本法律意见书"）。 国浩律师（上海）事务所 法律意见书 | 国浩律师（上海）事务所 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | 关 | | 于 | | | | | | 思瑞浦微电子科技（苏州）股份有限公司 | | | | | | | | 发行可转换公司债券及支付现金购买资产 | | | | | | | | 并募集配套资金 | | | | | | | | | | 之 | | | | | | 募集配套资金向特定对象发行股票 | | | | | ...

思瑞浦微电子科技（苏州）股份有限公司 独立财务顾问（主承销商） 上市公司全体董事声明 发行可转换公司债券及支付现金购买资产 并募集配套资金向特定对象发行股票 本公司及全体董事承诺本发行情况报告书不存在虚假记载、误导性陈述或者 重大遗漏，并对所提供信息的真实性、准确性、完整性承担相应的法律责任。 全体董事签字： | ZHIXU | ZHOU | FENG | YING | 吴建刚 | | --- | --- | --- | --- | --- | | 王 | 林 | 章晨健 | | 张明权 | | 潘 | 飞 | 黄 | 生 | 朱光伟 | | | | | | 思瑞浦微电子科技（苏州）股份有限公司 | 年 月 日 上市公司全体监事声明 （深圳市前海深港合作区南山街道桂湾五路 128 号前海深港基金小镇 B7 栋 401） 二〇二五年七月 发行情况报告书 本公司及全体监事承诺本发行情况报告书不存在虚假记载、误导性陈述或者 重大遗漏，并对所提供信息的真实性、准确性、完整性承担相应的法律责任。 全体监事签字： 何德军 类先盛 胡颖平 思瑞浦微电子科技（苏州）股份有限公司 年 月 日 上市公司全体高级管理人员声明 本公 ...

Summary of Key Points Core Viewpoint The report outlines the compliance and process of issuing convertible bonds and raising funds through a specific stock issuance by Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd. The issuance aims to support the acquisition of assets and is conducted under the regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange. Group 1: Issuance Overview - The issuance price is set at 125.80 yuan per share, which is 117.36% of the minimum price based on the average trading price over the previous 20 trading days [2][3][10] - The total amount raised from the issuance is capped at 383.38 million yuan, with a final issuance of 3,047,535 shares [3][10][17] - The issuance process has been approved by the board of directors and shareholders, complying with relevant regulations [4][20] Group 2: Compliance and Procedures - The issuance followed necessary internal and external approval processes, including obtaining registration from the China Securities Regulatory Commission [4][20] - The report confirms that the issuance process adhered to the principles of fairness and transparency, ensuring no conflicts of interest among the involved parties [19][20] - The final investors selected for the issuance are compliant with the regulations and do not include any related parties that could pose a conflict of interest [10][20] Group 3: Investor Participation - A total of 6 investors were confirmed for the issuance, all of whom met the criteria set forth in the relevant regulations [2][10] - The investors' funds were verified to ensure they did not receive any guarantees or financial support from the issuer or its major shareholders [18][20] - The issuance included a lock-up period of 6 months for the newly issued shares, preventing immediate resale [10][20]

Group 1 - The company has issued 3,047,535 shares of common stock to specific investors, raising a total of RMB 383,379,903.00, with a net amount of RMB 371,798,040.71 after deducting issuance costs [1] - The issuance costs amounted to RMB 11,581,862.29, which includes underwriting fees and other expenses [1] - The company has signed a tripartite supervision agreement for the management of the raised funds, ensuring that the funds will only be used for the designated purpose of purchasing assets and related costs [1][2] Group 2 - The company has opened a special account for the raised funds at China Merchants Bank, specifically for the purpose of issuing convertible bonds and purchasing assets [1] - The independent financial advisor is responsible for ongoing supervision of the fund management, conducting checks every six months [2][3] - The tripartite agreement stipulates that any changes in the independent financial advisor must be communicated to all parties involved [3]

Group 1 - The company, Si Rui Pu Microelectronics Technology (Suzhou) Co., Ltd., has announced the issuance of convertible bonds and cash payment for asset acquisition, along with raising matching funds through a private placement of shares [1] - The issuance has been filed and approved by the Shanghai Stock Exchange, and the company will proceed with the registration and custody of the newly issued shares [1] - Detailed information regarding the issuance is available in the report published on the Shanghai Stock Exchange's website [1]

Investment Rating - The report assigns a "Buy" rating for the company, Si Rui Pu (688536), for the first time [1][9]. Core Views - The report highlights the resurgence of domestic substitution in the semiconductor industry, particularly in the signal chain sector, positioning Si Rui Pu as a leading player benefiting from this trend [6][8]. - The company is expected to achieve significant revenue growth, with projected net profits of 136 million, 301 million, and 406 million yuan for the years 2025 to 2027, respectively [2][9]. Summary by Sections Long-term Focus on Signal Chain and Power Management - Si Rui Pu has established itself as a leader in the signal chain chip industry, focusing on both signal chain and power management to drive growth [13]. - The company has a rich product portfolio that includes amplifiers, data converters, and power management solutions, catering to various applications such as automotive, communication, and industrial sectors [13][18]. Industry Recovery and Domestic Substitution - The report indicates that the analog chip industry is nearing a recovery phase, with inventory depletion almost complete, as evidenced by revenue growth from major players like Texas Instruments and ADI [6][7]. - The domestic supply rate for analog chips is currently low at 16%, suggesting substantial room for growth in domestic substitution as external trade uncertainties rise [6][7]. Si Rui Pu's Dual-Drive Strategy - The company is leveraging a dual-drive strategy of "signal chain + power management," rapidly expanding its product offerings, with over 2,800 products available for sale by the end of 2024 [8][9]. - Si Rui Pu is focusing on high-margin sectors such as industrial, automotive, and communication, where the domestic substitution rate remains low, indicating significant market potential [8][9]. Acquisition Strategy - The acquisition of Chuangxin Micro in October 2024 is expected to enhance Si Rui Pu's capabilities in power management and consumer electronics, with performance guarantees in place to ensure profit growth [6][8][9]. - This strategic acquisition is part of a broader platform strategy aimed at solidifying Si Rui Pu's position as a comprehensive leader in the analog chip market [8][9].