面对上市后业绩持续下滑的压力，安凯微选择通过现金和贷款并举的方式，以3.26亿元收购一家持续亏 损的公司。与此同时，十多家知名投资机构在这个交易中实现了退出。 近日，安凯微发布公告称，拟以现金3.26亿元收购思澈科技85.79%的股权。 根据评估，思澈科技的股东全部权益价值评估值为3.85亿元，合并报表归属于母公司所有者权益增值率 更是达到惊人的714.53%。然而在亮眼评估数据的背后，却是一家尚未盈利的标的企业。 进入2025年，情况并未好转。前三季度，安凯微实现营业收入约3.51亿元，同比下降5.22%；归属净利 润亏损8223.92万元，同比增亏。 收购增值率高达714.53% 安凯微此次收购的思澈科技是一家专注于高性能、超低功耗物联网芯片设计的公司，成立于2019年。其 主要产品应用于智能穿戴、健康设备、智能家居等多个AIoT场景。 思澈科技的评估方法引发了市场关注。评估机构采用了市场法，认为这种方法能够充分反映轻资产、高 研发投入型芯片设计企业的核心价值。 根据评估，思澈科技100%股权对应的交易总价约3.8亿元。然而，这家公司2024年和2025年1—7月的净 利润分别为-4864.29万元和-1 ...

Core Viewpoint - Ankai Micro announced the acquisition of 85.79% of Sichao Technology for 325.99 million yuan, marking a strategic move to enhance collaboration in technology, customer base, and supply chain within the IoT chip sector [1][5]. Summary by Sections Acquisition Details - The acquisition consists of two parts: Ankai Micro will pay 22 million yuan for 36% of Sichao Technology from its founding team and 303.99 million yuan for 49.79% from 17 investors, making Sichao a subsidiary [5]. - The deal has been approved by Ankai Micro's board and will be submitted for shareholder vote in 2025, not classified as a related party transaction or major asset restructuring [5]. Company Profiles - Ankai Micro, established in 2001, specializes in IoT SoC chips for smart home and security applications, serving major clients like ROKU and TP-LINK [5]. - Sichao Technology, founded in 2019, focuses on ultra-low power IoT chips, with products in data collection and edge AI inference, already integrated into supply chains of brands like Xiaomi and Honor [6]. Strategic Synergies - The transaction highlights technological complementarity, with Ankai Micro planning to integrate Sichao's low-power and power management technologies to enhance product performance [7]. - Ankai Micro's existing customer base in smart home and security can leverage Sichao's strengths in consumer electronics, creating a synergistic market effect [7]. - Sichao's procurement costs will be optimized through Ankai Micro's centralized purchasing platform, enhancing cost efficiency [7]. Financial Considerations - The merger will create goodwill on the balance sheet, with potential impairment risks if Sichao's performance does not meet expectations [8]. - Ankai Micro reported a negative operating cash flow of 56.86 million yuan for the first three quarters of 2025, with plans to finance the acquisition through a mix of self-funding and long-term loans [8]. - Sichao Technology is projected to generate 62.04 million yuan in revenue and a net loss of 48.64 million yuan in 2024, indicating a need for time to validate its growth potential [8]. Industry Context - The acquisition aligns with the trend of resource integration through mergers in the semiconductor industry, particularly in the context of deepening integration between IoT and AI technologies [8].

（一） 股东会召开的时间：2025 年 12 月 5 日 （二） 股东会召开的地点：广州市黄埔区博文路 107 号广州安凯微电子股份有 限公司一楼会议室 证券代码：688620 证券简称：安凯微 公告编号：2025-067 广州安凯微电子股份有限公司 2025年第二次临时股东会决议公告 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： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 166 | | --- | --- | | 普通股股东人数 | 166 | | 2、出席会议的股东所持有的表决权数量 | 141,073,320 | | 普通股股东所持有表决权数量 | 141,073,320 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 36.36 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 36.36 ...

北京市中伦(广州)律师事务所 关于广州安凯微电子股份有限公司 2025 年第二次临时股东会的法律意见书 致:广州安凯微电子股份有限公司 北京市中伦(广州)律师事务所(以下简称"本所")受广州安凯微电子股份 有限公司(以下简称"公司")委托,指派本所律师邵芳、叶可安(以下简称"本 所律师")出席公司 2025年第二次临时股东会(以下简称"本次股东会")。本所 律师根据《中华人民共和国公司法》(以下简称"《公司法》")、《上市公司股 东会规则》等有关法律、法规、规范性文件及《广州安凯微电子股份有限公司章 程》(以下简称"《公司章程》")的规定,对公司本次股东会进行见证并出具法 律意见。 本所及本所律师依据《中华人民共和国证券法》(以下简称"《证券法》")、 《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规 则(试行)》等规定及本法律意见书出具日以前已经发生或者存在的事实,严格 履行了法定职责,遵循了勤勉尽责和诚实信用原则,进行了充分的核查验证,保 证本法律意见所认定的事实真实、准确、完整,所发表的结论性意见合法、准确, 不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 为出具本法 ...

Core Viewpoint - The acquisition of 85.79% of Sichao Technology by Ankai Micro for 326 million yuan aims to enhance Ankai Micro's product chain and create new profit growth points, despite Sichao Technology's current unprofitability and significant valuation drop from previous funding rounds [2][7]. Group 1: Acquisition Details - Ankai Micro plans to acquire Sichao Technology for 326 million yuan, which will make Sichao a subsidiary [2]. - Sichao Technology specializes in low-power IoT chip design, with applications in smart wearables, smart homes, and industrial instruments [3][4]. - The valuation of Sichao Technology has decreased over 66% from its last two funding rounds, where it was valued at 1.12 billion yuan and 1.166 billion yuan [7]. Group 2: Financial Performance - Sichao Technology reported cumulative losses of approximately 67.15 million yuan over 19 months, with revenues of 62.04 million yuan and 43.82 million yuan for 2024 and the first seven months of 2025, respectively [5]. - Ankai Micro has also been operating at a loss, with a net profit loss of 82.24 million yuan in the first three quarters of 2025, a 267.46% year-on-year decline [11]. - Ankai Micro's cash flow from operating activities has been negative, totaling -59.99 million yuan and -56.86 million yuan for 2024 and the first three quarters of 2025, respectively [12]. Group 3: Strategic Implications - The acquisition is seen as a strategic move for Ankai Micro to expand its product line and improve R&D efficiency by integrating Sichao's technology and expertise [9]. - Ankai Micro expects to benefit from cost reductions through centralized procurement and supply chain optimization post-acquisition [9]. - The acquisition may lead to increased financial pressure on Ankai Micro, as it will need to secure long-term loans to finance the deal [10][14].

Core Viewpoint - Ankai Micro announced the acquisition of 85.79% of Siche Technology for 325.99 million yuan, marking a strategic move to enhance collaboration in technology, customer base, and supply chain within the IoT chip sector [1][5]. Summary by Sections Acquisition Details - The acquisition consists of two parts: Ankai Micro will pay 22 million yuan for 36% of Siche Technology from its founding team and 303.99 million yuan for 49.79% from 17 investors, making Siche Technology a subsidiary [5]. - The deal has been approved by Ankai Micro's board and will be submitted for shareholder vote in 2025, not classified as a related party transaction or major asset restructuring [5]. Company Profiles - Ankai Micro, established in 2001, specializes in IoT SoC chips for smart home and security applications, serving major clients like ROKU and TP-LINK [5]. - Siche Technology, founded in 2019, focuses on ultra-low power IoT chips, with products in data collection and edge AI inference, already integrated into supply chains of brands like Xiaomi and Honor [6]. Strategic Synergies - The transaction highlights technological complementarity, with Ankai Micro planning to integrate Siche Technology's low-power and power management technologies to enhance product performance [7]. - Ankai Micro's existing customer base in smart home and security can leverage Siche Technology's strengths in consumer electronics, creating a synergistic market effect [7]. Financial Considerations - Post-acquisition, goodwill will be recorded, and there is a potential risk of impairment if Siche Technology's performance does not meet expectations [8]. - Siche Technology is projected to generate 62.04 million yuan in revenue with a net loss of 48.64 million yuan in 2024, indicating a need for time to validate its growth [8]. - Ankai Micro plans to finance the acquisition through a combination of self-funding and long-term loans to mitigate cash flow pressure [8]. Industry Context - The merger reflects a broader trend in the semiconductor industry where companies pursue acquisitions to consolidate resources amid the deepening integration of IoT and AI technologies [8].

Core Viewpoint - Ankai Microelectronics (安凯微) is planning to acquire an 85.79% stake in Siche Technology (思澈科技) for 326 million yuan amid financial pressures, as the company reported a net loss of 82.24 million yuan in the first three quarters of the year, indicating a significant decline in profitability [1][6]. Group 1: Acquisition Details - The acquisition does not constitute a related party transaction or a major asset restructuring [2]. - Siche Technology, established in 2019, focuses on innovative, high-performance, ultra-low-power IoT chip design, with applications in various sectors including smart wearables and industrial instruments [2]. - The valuation of Siche Technology's total equity is approximately 385 million yuan, with a significant increase in the book value of Ankai Micro's equity post-acquisition [3]. Group 2: Financial Implications - Ankai Micro's operating cash flow for January to September 2025 was -56.86 million yuan, with available funds insufficient to cover the acquisition cost entirely [5]. - The company plans to finance the acquisition through a combination of self-funds and bank loans, which may impact its liquidity ratios and financial metrics [5]. - Ankai Micro's revenue for 2022, 2023, and projected for 2024 were approximately 509 million yuan, 573 million yuan, and 527 million yuan respectively, with a notable decline in net profit in 2024 [6]. Group 3: Market Performance - Ankai Micro's stock price has experienced volatility, reaching a low of 11.02 yuan per share on November 21, but rebounded with a cumulative increase of 14.08% from November 24 to December 3 [7]. - As of December 3, the stock closed at 12.64 yuan per share, with a total market capitalization of 4.955 billion yuan [7].

Core Viewpoint - Ankai Micro (688620.SH) plans to acquire 85.79% of Sichao Technology (Nanjing) Co., Ltd. for 326 million yuan in cash, despite Sichao not being profitable yet, due to its technological accumulation in ultra-low power AIoT chips and synergies with Ankai Micro in various aspects [1][8] Group 1: Acquisition Details - The acquisition will be financed through a combination of self-owned funds and bank loans, raising concerns about Ankai Micro's financial sustainability given its ongoing losses and cash flow pressures [3][10] - Sichao Technology has not yet turned a profit, with projected revenues of 62.04 million yuan and 43.82 million yuan for 2024 and the first seven months of 2025, respectively, and net losses of 48.64 million yuan and 18.51 million yuan for the same periods [2][9] - The acquisition includes performance guarantees, where if the net profit during the commitment period (2026-2028) is negative, the founding shareholders must transfer remaining shares at zero cost [2][10] Group 2: Financial Context - As of Q3 2025, Ankai Micro has 310 million yuan in cash and short-term liabilities of 146 million yuan, indicating a tight liquidity situation [3][10] - The company has faced significant operational challenges since its IPO in June 2023, with declining revenues and profits, and negative operating cash flow [3][11] - Ankai Micro's planned fundraising of 925 million yuan has been partially allocated to operational liquidity, with 370 million yuan already invested in projects that have been delayed until 2027-2028 [11] Group 3: Market Position and Strategy - Sichao Technology, established in March 2019, focuses on high-performance, ultra-low power IoT chip design, targeting applications in smart wearables, health devices, smart homes, and industrial instruments [4][5][12] - The founding team of Sichao Technology consists of experienced professionals from the semiconductor industry, enhancing its credibility and potential for innovation [5][12] - Ankai Micro aims to leverage this acquisition to diversify its product offerings, enhance its R&D capabilities, and improve market competitiveness through shared resources and cost reductions [5][12] Group 4: Investment Dynamics - The acquisition features a differentiated pricing mechanism, where external investors sold their shares at a higher valuation compared to the founding team, who transferred shares at a lower price [6][13] - The external investors include notable venture capital firms, indicating strong backing and confidence in Sichao Technology's potential [6][13] - The outcome of this acquisition remains uncertain, with questions about whether it will catalyze Ankai Micro's transformation or merely serve as an exit strategy for investors [7][14]

Core Viewpoint - Ankai Micro plans to acquire 85.79% of Sichao Technology for a total consideration of RMB 326 million, which will make Sichao a subsidiary of Ankai Micro [2] Group 1: Acquisition Details - The acquisition involves cash payment for Sichao Technology, which specializes in innovative, high-performance, ultra-low-power IoT chip design [2] - The registered capital of Sichao Technology is USD 339,200 [2] Group 2: Business Synergies - The acquisition is expected to create business synergies in product, technology, market, and supply chain areas [2][3] - Sichao Technology will enhance Ankai Micro's product offerings in low-power Bluetooth processors, particularly in smart home and wearable technology [3] Group 3: Technical Integration - Ankai Micro will leverage Sichao Technology's core technologies in ultra-low power, Bluetooth communication, analog RF, power management, and graphics engines to enhance its overall technical capabilities [3] - The integration of R&D resources is aimed at improving product competitiveness [3] Group 4: Market and Customer Expansion - The collaboration will utilize both companies' market and customer advantages to consolidate existing market share and explore new market opportunities [3] - The integration of supply chain resources is expected to create scale effects and enhance supply chain advantages [3] Group 5: Overall Business Development - The transaction will enrich Ankai Micro's product categories and accelerate the technological upgrade of IoT application processor chips [3] - The partnership aims to improve customer solution capabilities and strengthen market development efforts [3]

Core Viewpoint - Ankai Microelectronics (安凯微) is planning to acquire an 85.79% stake in Siche Technology (思澈科技) for 326 million yuan amid financial pressures, as the company reported a net loss of 82.24 million yuan in the first three quarters of the year, indicating a significant decline in profitability [1][9]. Group 1: Acquisition Details - The acquisition does not constitute a related party transaction or a major asset restructuring [3]. - Siche Technology, established in 2019, specializes in innovative, high-performance, ultra-low-power IoT chip design, focusing on data collection, processing, and edge AI inference [3][4]. - The valuation of Siche Technology's total equity is approximately 385 million yuan, with the agreed transaction price for 100% equity set at around 380 million yuan [4]. Group 2: Financial Implications - Ankai Microelectronics is facing financial pressure, with a negative operating cash flow of 56.86 million yuan for the first nine months of 2025 and available cash of about 310 million yuan, insufficient to cover the acquisition cost [8]. - The company plans to finance the acquisition through a combination of self-funds and bank loans, applying for long-term loans to mitigate cash flow pressure [8]. - Post-acquisition, the company expects to see a reduction in working capital, potentially impacting liquidity ratios and financial metrics [8]. Group 3: Performance Overview - Ankai Microelectronics reported revenues of approximately 509 million yuan, 573 million yuan, and 527 million yuan for the years 2022 to 2024, with corresponding net profits of 39.84 million yuan, 26.84 million yuan, and a loss of 56.77 million yuan [9]. - In the first three quarters of this year, the company achieved revenues of about 351 million yuan, a year-on-year decline of 5.22%, alongside a net loss of 82.24 million yuan, indicating a worsening financial situation [9]. - The decline in profitability is attributed to reduced market prices for IoT camera products, increased R&D investments, and a decrease in government subsidies [9]. Group 4: Market Performance - Ankai Microelectronics' stock price has experienced volatility, reaching a low of 11.02 yuan per share on November 21, followed by a rebound with a cumulative increase of 14.08% from November 24 to December 3 [10]. - As of December 3, the stock closed at 12.64 yuan per share, with a total market capitalization of 4.955 billion yuan [11].