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].

Core Viewpoint - Ankai Micro plans to acquire 85.79% of Siche Technology for a total cash consideration of RMB 325,991,258.12, which will enhance its position in the IoT chip market [1][4][5] Group 1: Acquisition Details - The acquisition consists of two parts: RMB 22 million for 36.00% of Siche Technology from the founding team and RMB 304 million for 49.79% from investor shareholders [1][5] - Upon completion, Siche Technology will become a subsidiary of Ankai Micro and will be included in its consolidated financial statements [4][5] Group 2: Strategic Rationale - The acquisition is expected to create synergies in product offerings, technology, market access, and supply chain integration [5] - In terms of products, the deal will enrich Ankai Micro's IoT application processor chip product line, expanding its applications in smart wearables, health devices, smart homes, and industrial instruments [5] - Technologically, Ankai Micro aims to leverage Siche Technology's expertise in ultra-low power, Bluetooth communication, and other core technologies to enhance its R&D capabilities and overall competitiveness [5] - Market-wise, the collaboration will allow both companies to utilize their respective market strengths to increase market share and explore new market opportunities [5] - Supply chain integration is expected to yield economies of scale and enhance supply chain advantages [5] Group 3: Company Profile - Siche Technology specializes in high-performance, ultra-low power IoT microcontrollers and related chip designs, targeting markets such as smart wearables and smart home devices [6] - The company has established a strong reputation with its products being adopted by well-known brands like Xiaomi, Honor, and OnePlus [6] - The acquisition reflects a broader trend in the integrated circuit design industry, where companies are pursuing mergers and acquisitions to expand product lines and achieve technological synergies [6] - For Ankai Micro, successfully integrating Siche Technology represents a significant step towards becoming a platform provider of IoT chip solutions [6]

Core Viewpoint - Ankai Micro (688620.SH) plans to acquire 85.79% of Siche Technology for 326 million yuan in cash, despite Siche not being profitable yet. The acquisition is valued at a high premium due to Siche's technology in ultra-low power AIoT chips and its synergy with Ankai Micro in various aspects [1][2][10]. Financial Overview - The acquisition price is based on a valuation of 375 million yuan for Siche Technology, with a significant increase in shareholder equity value of 127.52% and a combined equity increase of 714.53% [2][3]. - Siche Technology reported revenues of 62.04 million yuan and 43.82 million yuan for 2024 and the first seven months of 2025, respectively, with net losses of 48.64 million yuan and 18.51 million yuan [2][3]. Acquisition Structure - 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 [3][4]. - The founding team has committed to keeping the core team intact, with a maximum turnover rate of 50% during the performance commitment period [4]. Financial Challenges - Ankai Micro faces liquidity pressure, with a cash balance of 310 million yuan and short-term liabilities of 146 million yuan as of Q3 2025. The company plans to finance the acquisition through a combination of its own funds and bank loans [4][6]. - The company has to manage over 500 million yuan in investment projects alongside the 326 million yuan acquisition payment, indicating a significant financial balancing challenge [6]. Market Context - Ankai Micro, listed on the Sci-Tech Innovation Board in June 2023, has seen a decline in performance since its IPO, with continuous losses and negative operating cash flow [5]. - The acquisition aims to enhance product offerings, accelerate technology upgrades, and improve market competitiveness through shared resources and reduced costs [10]. Investor Dynamics - The acquisition features a differentiated pricing mechanism, where external investors sold their shares at a higher valuation compared to the founding team, indicating a strategic exit for venture capitalists [7][10].

广州安凯微电子股份有限公司 2025年第三次临时股东会会议资料 证券代码：688620 证券简称：安凯微 广州安凯微电子股份有限公司 2025年第三次临时股东会 会议资料 2025年12月 广州安凯微电子股份有限公司 2025年第三次临时股东会会议资料 目录 | 2025年第三次临时股东会会议须知 1 | | --- | | 2025年第三次临时股东会会议议程 3 | | 2025年第三次临时股东会会议议案 5 | | 议案一：《关于以现金方式收购思澈科技85.79%股权的议案》 5 | 0 广州安凯微电子股份有限公司 2025年第三次临时股东会会议资料 广州安凯微电子股份有限公司 2025年第三次临时股东会会议须知 为维护广大投资者的合法权益，保障股东在本次股东会期间依法行使权利，根 据《公司法》、中国证监会《上市公司股东会规则》和公司《股东会议事规则》 等有关规定，特制定本会议须知： 一、公司负责本次股东会的议程安排和会务工作，为确认出席大会的股东或 其代理人或其他出席者的出席资格，会议工作人员将对出席会议者的身份进行必要 的核对工作，请被核对者给予配合。 二、出席会议的股东及股东代理人须在会议召开前半小 ...