泰凌微电子（上海）股份有限公司董事会 关于本次交易符合《上市公司重大资产重组管理办法》第十 一条、第四十三条和第四十四条规定的说明 泰凌微电子（上海）股份有限公司（以下简称"公司"或"上市公司"）拟 以发行股份及支付现金的方式购买上海磐启微电子有限公司（以下简称"磐启微"、 "交易标的"或"标的公司"）股权（以下简称"标的资产"）并募集配套资金 （以下简称"本次交易"）。 公司董事会对本次交易是否符合《上市公司重大资产重组管理办法》第十一 条、第四十三条和第四十四条规定进行了审慎分析，认为： 一、本次交易符合《上市公司重大资产重组管理办法》第十一条的规定， 具体如下： 1、本次交易符合国家产业政策和有关环境保护、土地管理、反垄断、外商 投资、对外投资等法律和行政法规的规定； 2、本次交易的实施不会导致公司不符合股票上市条件； 3、本次交易标的资产的交易价格将以符合《中华人民共和国证券法》规定 的资产评估机构出具的评估结果为基础，由交易各方协商确定。本次交易所涉及 的资产定价公允，不存在损害上市公司和股东合法权益的情形； 4、本次交易的标的资产为交易对方合计所持标的公司100%股权。本次交易 涉及的标的资产权属 ...

特此说明。 泰凌微电子（上海）股份有限公司董事会 泰凌微电子（上海）股份有限公司董事会 根据《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》第十二条及《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》第三十条的规定，上市公司董事会就本次交易相关主体是否存在不得参 与任何上市公司重大资产重组情形作出如下说明： 本次交易的相关主体不存在因涉嫌本次交易相关的内幕交易被立案调查或 者立案侦查的情形，最近36个月内不存在因涉嫌上市公司重大资产重组相关的内 幕交易而被中国证监会作出行政处罚或者司法机关依法追究刑事责任的情形。 因此，本次交易的相关主体不存在《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》第十二条、《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》第三十条规定的不得参与任何上市公司重 大资产重组的情形。 关于本次交易相关主体不存在《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》第十二条 及《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》第三十条不得参与任何上市公司重大资产重组情 形的说明 泰 ...

Group 1 - The core point of the announcement is that Jinying Fund Management Co., Ltd. will adjust the valuation method for long-term suspended stocks held by its funds, specifically adopting the "index return method" for the stock Tailin Micro (stock code: 688591) starting from August 28, 2025 [1] - The valuation method will be applied until the stock resumes trading and exhibits active market trading characteristics, at which point the stock will be valued at market price without further announcements [1]

待该股票的交易体现出活跃市场交易特征后，恢复采用当日收盘价进行估值，届时不再另行公告。 中国经济网北京8月29日讯 今日，汇安基金管理有限责任公司发布关于旗下基金调整停牌股票估值 方法的提示性公告。 公告称，汇安基金管理有限责任公司与托管行协商一致，决定对旗下基金（ETF基金除外）持有 的"泰凌微"（证券代码：688591）股票进行估值调整，自2025年8月28日起采用"指数收益法"进行估 值。 （责任编辑：康博） ...

Group 1 - The announcement from Guolian Fund Management Co., Ltd. states that starting from August 28, 2025, certain funds (excluding ETF funds) will use the "index income method" for valuing shares of "Tailin Micro" (stock code 688591) [1] - The valuation will be based on the AMAC industry index as calculated by the China Securities Investment Fund Industry Association [1] - Once the stock resumes trading and demonstrates active market trading characteristics, the valuation will revert to market price without further announcement [1]

Core Viewpoint - In the first half of 2025, Huasheng Tiancai achieved a turnaround with a net profit of 140 million yuan, driven by substantial investment returns from companies like Tailin Micro and Haibosichuang, despite ongoing losses in its core digital services business [1][2][8]. Investment Performance - Huasheng Tiancai reported investment income of 238 million yuan in the first half of 2025, significantly exceeding its net profit of 140 million yuan [2]. - The primary contributor to this investment income was Tailin Micro, whose stock price surged, leading to substantial fair value gains for Huasheng Tiancai [2][3]. - As of August 28, 2025, Huasheng Tiancai held 17.86 million shares of Tailin Micro, representing 7.42% of its total equity, with a market value of approximately 855.59 million yuan [5][6]. IPO Successes - In addition to Tailin Micro, two other companies in which Huasheng Tiancai invested successfully completed their IPOs in the first half of 2025: Haibosichuang and Youyou Green Energy [6]. - Haibosichuang, a leader in energy storage systems, was listed on the STAR Market with a market capitalization of 20.2 billion yuan as of August 28, 2025 [6]. - Youyou Green Energy, specializing in electric vehicle charging modules, was listed on the Shenzhen Stock Exchange with a market capitalization of approximately 7.2 billion yuan [6]. Core Business Challenges - Despite the success in investment, Huasheng Tiancai's core digital services business reported a net loss of 83.31 million yuan in the first half of 2025 [8]. - The company has faced continuous losses in its core business over the past five years, with net losses ranging from 270 million yuan to 3.88 billion yuan [8]. - The ongoing transition to high-value digital services requires significant R&D investment and market development, making it challenging to achieve profitability in the short term [8]. Strategic Outlook - Huasheng Tiancai aims to leverage its investment successes to support its core business transformation, emphasizing collaboration with invested companies to enhance synergies [8][9]. - The company has indicated plans to exit some investments to mitigate financial risks as part of its strategy [7]. - As of August 28, 2025, Huasheng Tiancai's stock price reached 26.10 yuan, reflecting a year-to-date increase of 260% [9].

Core Viewpoint - Huasheng Tiancheng reported a revenue of 2.262 billion yuan for the first half of 2025, marking a year-on-year increase of 5.11%, and achieved a net profit of 140 million yuan, reversing previous losses [1][2]. Financial Performance - The company’s net profit was primarily driven by the fair value change gains from holding Tai Lingwei stocks, with a significant increase in fair value change income from -151 million yuan in the previous year to 271 million yuan [2]. - However, the net profit after deducting non-recurring gains was -83.31 million yuan, indicating continued losses [2]. - Operating cash flow turned negative at -193 million yuan, compared to a positive 184 million yuan in the same period last year, attributed to increased prepaid procurement [3][4]. Balance Sheet Insights - Prepaid accounts increased by 53.84% to 702 million yuan, contributing to the negative cash flow [4]. - Short-term borrowings rose significantly by 43.94% to 1.244 billion yuan, reflecting the company's strategy to support business growth through increased loans [4]. - Accounts receivable grew by approximately 11.3% to 675 million yuan, outpacing revenue growth [4]. Investment Activities - The company reported investment income of 238 million yuan, mainly from direct and indirect holdings in Tai Lingwei stocks, with cash returns from investments amounting to 94.31 million yuan [5]. - Huasheng Tiancheng's stock price surged by 139.01% in August, making it a focal point in the A-share market [6]. Company Statements - Company representatives clarified that the profits were not from stock speculation but from long-term investments in Tai Lingwei, which transitioned to trading financial assets post-IPO [7]. - The company holds 17.8619 million shares of Tai Lingwei, representing 7.42% of its total equity, with the stock experiencing a year-to-date increase of 69.49% [7].

Core Viewpoint - In the first half of 2025, Huasheng Tiancai achieved a turnaround with a net profit of 140 million yuan, driven by substantial investment returns from companies like Tailin Micro and Haibo Sichuang, despite ongoing losses in its core digital services business [2][10]. Financial Performance - Huasheng Tiancai reported a revenue of 2.262 billion yuan, marking a year-on-year increase of 5.11% [2]. - The company realized an investment income of 238 million yuan, significantly exceeding its net profit [2][10]. - The core business continued to incur losses, with a non-recurring net profit of -83.31 million yuan [10]. Investment Highlights - The investment income primarily stemmed from Tailin Micro, which saw a stock price increase of approximately 45% in the first half of 2025 [4][7]. - Huasheng Tiancai holds 17.8619 million shares of Tailin Micro, representing 7.42% of its total share capital, making it the largest shareholder [3][4]. - The company also benefited from investments in Haibo Sichuang and Youyou Green Energy, both of which successfully completed IPOs in 2025 [7][8]. Strategic Focus - Huasheng Tiancai is focusing on high-value areas such as generative AI, cloud-native technology, and digital twins, targeting sectors like government, finance, and energy [10]. - The company aims to leverage its investment strategy to support the growth of its core business and achieve synergy with its investment portfolio [10][11]. Market Position - As of August 28, 2025, Huasheng Tiancai's stock price was 26.10 yuan per share, with a total market capitalization of 28.6 billion yuan, reflecting a year-to-date increase of 260% [11].

Investment Rating - The report assigns a "Strong Buy" rating for the company, TaiLing Microelectronics (688591) [1][10]. Core Views - TaiLing Microelectronics is positioned as a global leader in low-power wireless IoT chips, with a comprehensive product range and a strong customer base including top brands like Google, Amazon, and Xiaomi [6][7]. - The company is expected to benefit from the growing demand in various IoT applications, particularly in smart retail, smart home, and audio sectors, with significant revenue growth projected in the coming years [6][10]. - The acquisition of Panqi Microelectronics is anticipated to enhance the company's competitive edge in the low-power wireless IoT sector [22][24]. Financial Summary - Projected total revenue (in million) for 2024A is 844, with a year-on-year growth of 32.7%. By 2027E, revenue is expected to reach 1,973, reflecting a growth rate of 25.5% [2]. - The forecasted net profit attributable to shareholders (in million) for 2024A is 97, with a remarkable growth of 95.7%. By 2027E, net profit is projected to be 414, maintaining a growth rate of 31.1% [2]. - Earnings per share (in yuan) are expected to increase from 0.40 in 2024A to 1.72 in 2027E, indicating strong profitability growth [2]. Business Overview - TaiLing Microelectronics specializes in low-power wireless IoT chips, covering various communication protocols such as low-power Bluetooth, dual-mode Bluetooth, Zigbee, Matter, and WiFi [20][6]. - The company has established a strong market presence in multiple sectors, including smart retail, smart home, audio entertainment, and healthcare, with a focus on innovative product development [6][10]. - The company has a robust product matrix, with significant contributions from IoT chips, which account for over 90% of its revenue [34][30]. Market Position and Growth Drivers - The company is recognized as a leading supplier in the low-power wireless chip market, with a diverse customer base that includes major international brands [20][6]. - The report highlights four key growth engines: smart retail (electronic price tags), smart home (Matter solutions), smart healthcare (continuous glucose monitoring), and wireless audio (partnerships with top brands) [7][9]. - The ongoing technological advancements in Bluetooth and other wireless communication technologies are expected to drive the expansion of application scenarios, enhancing the company's market opportunities [39][40].

Investment Rating - The report maintains a "Buy" rating for the company, with a target price not specified [6][18]. Core Insights - The company achieved a revenue of 503 million yuan in the first half of 2025, representing a year-on-year increase of 37.72%. The net profit attributable to the parent company was 101 million yuan, up 274.58% year-on-year, with a non-recurring net profit of 93 million yuan, increasing by 257.53% year-on-year [1]. - The growth in revenue and net profit is driven by increased customer demand, new customer acquisition, and the launch of new products, particularly in the multi-mode and audio product lines, which have seen significant sales growth [1][3]. - The company has established a comprehensive advantage in the low-power wireless IoT chip sector, achieving global advanced levels in key performance indicators such as multi-protocol support and system power consumption [2]. - The company is actively expanding its overseas business, with a notable increase in revenue from international markets [3]. Financial Performance - The company has adjusted its revenue and profit forecasts for 2025-2027, with expected revenues of 11.38 billion yuan, 14.75 billion yuan, and 19.29 billion yuan, respectively. The net profit attributable to the parent company is projected to be 2.06 billion yuan, 3.08 billion yuan, and 4.28 billion yuan for the same period [4]. - The company reported a gross margin of 43.50% in 2023, expected to increase to 54.88% by 2027, indicating improved profitability [13]. Product Development and Market Position - The company has accelerated the launch of new products, including Bluetooth 6.1 standard chips and WiFi-6 multi-mode chips, which have entered mass production [3][4]. - The company is a key player in the development of the Matter standard for low-power IoT wireless protocols and has established itself among leading global chip suppliers [2]. - The company has a strong customer base, with products integrated into the supply chains of major global brands such as Google, Sony, Xiaomi, and Logitech, creating competitive advantages and barriers to entry [2].