上海市锦天城律师事务所 关于上海艾为电子技术股份有限公司 2025 年第一次临时股东大会 的 法律意见书 上海市锦天城律师事务所 地址：上海市浦东新区银城中路 501 号上海中心大厦 9、11、12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于上海艾为电子技术股份有限公司 2025 年第一次 临时股东大会的法律意见书 致：上海艾为电子技术股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受上海艾为电子技术股份 有限公司（以下简称"公司"）委托，就公司召开 2025 年第一次临时股东大会 （以下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以 下简称《公司法》）、《上市公司股东大会规则》等法律、法规、规章和其他规 范性文件以及《上海艾为电子技术股份有限公司章程》（以下简称《公司章程》） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《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 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company reported a revenue of 1.37 billion yuan for the first half of 2025, a year-on-year decrease of 13.4%, while the net profit attributable to the parent company was 157 million yuan, an increase of 71.09% year-on-year [4][5] - The second quarter of 2025 saw a revenue of 730 million yuan, a year-on-year decrease of 9.45% but a quarter-on-quarter increase of 14.02% [5] - The gross margin for the second quarter of 2025 was 37.04%, showing a recovery trend over the past seven quarters [5] Financial Performance - The company expects net profits attributable to the parent company to be 400 million yuan, 607 million yuan, and 803 million yuan for 2025, 2026, and 2027 respectively, with corresponding EPS of 1.72, 2.60, and 3.44 yuan per share [9] - The projected revenue for 2025 is 3.71 billion yuan, with a year-on-year growth of 26.6% [11] - The gross margin is expected to improve to 33.2% in 2025 and further to 34.3% in 2026 [11] Product Development and Market Position - The company has made significant advancements in its manufacturing processes, particularly in the BCD process, moving towards 55/40nm technology nodes [5] - The company has launched a series of high-performance mixed-signal chips and has established a comprehensive audio ecosystem that includes hardware, algorithms, and services [6] - The company is actively expanding its product offerings in power management and signal chain chips, achieving mass production with major clients [7][8]

Group 1 - Tongda Power achieved a net profit of 42.64 million yuan in the first half of 2025, a year-on-year increase of 32.49% [1] - The company reported an operating income of 971 million yuan, up 22.07% year-on-year [1] - Basic earnings per share were 0.26 yuan [1] Group 2 - Hengshen New Materials reported a net loss of 36.70 million yuan in the first half of 2025, compared to a loss of 10.37 million yuan in the same period last year [2][3] - The company's operating income decreased by 24.84% to 1.22 billion yuan [2] Group 3 - Yiming Pharmaceutical's net profit was 37.56 million yuan, down 5.27% year-on-year [4] - The company experienced an 11.52% decline in operating income, totaling 311 million yuan [4] - Basic earnings per share were 0.20 yuan [4] Group 4 - Wangsu Technology achieved a net profit of 37.30 million yuan, a year-on-year increase of 25.33% [5] - The company's operating income was 2.35 billion yuan, up 2.19% year-on-year [5] - Basic earnings per share were 0.1524 yuan [5] Group 5 - Alloy Investment reported a net profit of 4.58 million yuan, a year-on-year increase of 44.12% [6] - The company achieved an operating income of 164 million yuan, up 73.46% year-on-year [6] - Basic earnings per share were 0.0119 yuan [6] Group 6 - Yifan Pharmaceutical's net profit was 30.40 million yuan, a year-on-year increase of 19.91% [8] - The company's operating income was 2.635 billion yuan, up 0.11% year-on-year [8] - Basic earnings per share were 0.25 yuan [8] Group 7 - Guoyao Yizhi reported a net profit of 66.60 million yuan, a year-on-year decrease of 10.43% [9] - The company's operating income was 36.797 billion yuan, down 2.62% year-on-year [9] - Basic earnings per share were 1.20 yuan [9] Group 8 - Hanjia Design expects a net profit of 15 to 16.5 million yuan, a year-on-year increase of 303.20% to 343.52% [10] - The company anticipates a net profit excluding non-recurring gains and losses of 14.5 to 17.5 million yuan, a year-on-year increase of 867.05% to 1067.13% [10] Group 9 - Gansu Energy Chemical announced the resumption of production at its Jinhe Coal Mine after passing safety inspections [16] Group 10 - Chuanjin Nuo reported a net profit of 177 million yuan, a year-on-year increase of 166.51% [18] - The company's operating income was 1.744 billion yuan, up 27.91% year-on-year [18] - Basic earnings per share were 0.6457 yuan [18] Group 11 - Yachuang Electronics achieved a net profit of 40.82 million yuan, a year-on-year increase of 1.47% [19] - The company's operating income was 2.847 billion yuan, up 125.74% year-on-year [19] - Basic earnings per share were 0.29 yuan [19] Group 12 - Yiheda reported a net profit of 282 million yuan, a year-on-year increase of 26.49% [14] - The company's operating income was 1.461 billion yuan, up 18.70% year-on-year [14] - Basic earnings per share were 0.44 yuan [14] Group 13 - Hatao Technology reported a net profit of 38 million yuan, a year-on-year increase of 233.08% [33] - The company's operating income was 1.475 billion yuan, up 1.12% year-on-year [33] - Basic earnings per share were 0.18 yuan [33] Group 14 - Anlu Technology announced that shareholders plan to reduce their holdings by no more than 3.25% of the company's shares [35] Group 15 - Baolidi reported a net profit of 63.81 million yuan, a year-on-year increase of 15.19% [36] - The company's operating income was 676 million yuan, up 1.47% year-on-year [36] - Basic earnings per share were 0.36 yuan [36] Group 16 - Harta Technology reported a net profit of 33.50 million yuan, a year-on-year increase of 55.61% [38] - The company's operating income was 335 million yuan, up 22.54% year-on-year [38] - Basic earnings per share were 0.0698 yuan [38] Group 17 - Huaxia Biological's controlling shareholder received a loan commitment of up to 250 million yuan from China Merchants Bank [58]

Core Points - Aiwai Electronics announced on August 13 that it will hold the 13th meeting of the 4th Board of Directors and the 12th meeting of the 4th Supervisory Board on August 12, 2025 [2] - The company approved a proposal to continue using part of its idle raised funds to temporarily supplement working capital, not exceeding RMB 400 million, which will be used for business expansion and daily operations related to its main business [2] - The usage period for these funds will not exceed 12 months from the date of approval by the Board of Directors, and the funds will be returned to the special account for raised funds upon expiration [2]

Core Points - Aiwai Electronics announced the approval of a cash management plan using idle raised funds not exceeding RMB 900 million [2] - The cash management will focus on high-security, high-liquidity financial products that meet capital preservation requirements [2] - The investment period for individual financial products will not exceed 12 months, and these funds will not be used for pledging or securities investment purposes [2]

Core Insights - The company reported a total revenue of 1.37 billion yuan for the first half of 2025, with a net profit attributable to shareholders of 157 million yuan, marking an increase of 65.03 million yuan compared to the same period last year, representing a year-on-year growth of 71.09% [1] - The net cash inflow from operating activities was 78.75 million yuan, an increase of 57.83 million yuan from the same period last year, achieving a year-on-year growth of 276.46% [1] Financial Performance - The latest debt-to-asset ratio is 19.88%, a decrease of 4.13 percentage points from the previous quarter and a decrease of 4.83 percentage points from the same period last year [3] - The latest gross profit margin is 36.12%, an increase of 1.05 percentage points from the previous quarter, marking six consecutive quarters of growth, and an increase of 8.03 percentage points from the same period last year [3] - The latest return on equity (ROE) is 3.87%, an increase of 1.44 percentage points from the same period last year [3] - The diluted earnings per share are 0.67 yuan, an increase of 0.28 yuan from the same period last year, representing a year-on-year growth of 71.79% [3] - The latest total asset turnover ratio is 0.27 times, and the inventory turnover ratio is 1.43 times [3] Shareholder Structure - The number of shareholders is 12,900, with the top ten shareholders holding a total of 160 million shares, accounting for 68.83% of the total share capital [3] - The top shareholders include: - Sun Hongjun: 41.8 million shares - Guo Hui: 9.48 million shares - Cheng Jiantao: 3.37 million shares - Lou Shengbo: 2.92 million shares - Shanghai Aizhun Enterprise Management Center (Limited Partnership): 2.91 million shares - Zhang Si: 2.80 million shares - Du Liming: 1.97 million shares - Hong Kong Central Clearing Limited: 1.33 million shares - Bank of Communications - HSBC Jinxin Dynamic Strategy Mixed Securities Investment Fund: 1.15 million shares - Bank of Communications Co., Ltd. - HSBC Jinxin Low Carbon Pioneer Equity Fund: 1.10 million shares [3]

2025年8月14日，艾为电子(688798.SH)发布2025年中报。 公司最新毛利率为36.12%。最新ROE为3.87%。 公司摊薄每股收益为0.67元。 公司最新总资产周转率为0.27次，较去年同期总资产周转率减少0.05次，同比较去年同期下降15.10%。 最新存货周转率为1.43次，较去年同期存货周转率减少0.19次，同比较去年同期下降11.99%。 公司股东户数为1.29万户，前十大股东持股数量为1.60亿股，占总股本比例为68.83%，前十大股东持股 情况如下： | 序号 | 股东名称 | 持股比例 | | --- | --- | --- | | I | 孙洪军 | 41.80% | | 2 | 部落 | 9.48% | | 3 | 程剑涛 | 3.37% | | 4 | 娄声波 | 2.92% | | 5 | 上海艾准企业管理中心(有限合伙) | 2.91% | | 6 | 张忠 | 2.80% | | 7 | 杜黎明 | 1.97% | | 8 | 香港中央结算有限公司 | 1.33% | | 9 | 交通银行-汇丰晋信动态策略混合型证券投资基金 | 1.15% | | 10 | 交通银行 ...

Group 1 - Aiwai Electronics (688798.SH) reported its semi-annual results for 2025, with 11 institutional investors holding a total of 21.101 million A-shares, representing 9.05% of the total share capital [1] - The top ten institutional investors collectively increased their shareholding proportion by 1.01 percentage points compared to the previous quarter [1] Group 2 - In the public fund sector, two funds increased their holdings, including the Jiashi Shanghai Stock Exchange Science and Technology Innovation Board Chip ETF and the CMB Shanghai Stock Exchange 50 Component Enhanced Strategy ETF, with a slight increase in holding proportion [2] - Six public funds reduced their holdings, with a total reduction proportion of 0.25%, including several funds from HSBC Jintrust [2] - One new public fund was disclosed during this period, namely the Jiashi Green Theme Stock Initiation A [2] - Eleven public funds were not disclosed in this period, including various mixed funds [2]

Core Viewpoint - The company has reported on the status of its fundraising and the use of raised funds, highlighting the completion of several investment projects and the reallocation of surplus funds to enhance operational efficiency and meet market demands [3][16][21]. Group 1: Fundraising Overview - The company raised a total of RMB 3,201,044,000 through the issuance of 41,800,000 shares at a price of RMB 76.58 per share, with a net amount of RMB 3,035,261,414 after deducting issuance costs [3][16]. - The funds were fully deposited into a designated account by August 10, 2021, and have been verified by an accounting firm [3][16]. Group 2: Fund Usage and Surplus - As of June 30, 2025, the company has utilized RMB 2,165,506,830.13 of the raised funds, with a remaining balance of RMB 163,051,907.75 [5][6]. - The company has implemented a management system for the raised funds to ensure compliance with regulations and protect investor interests [5][6]. Group 3: Project Completion and Fund Reallocation - The company has completed the "Smart Audio Chip R&D and Industrialization Project," "5G RF Device R&D and Industrialization Project," and "Motor Driver Chip R&D and Industrialization Project," allowing for the reallocation of surplus funds to the "High-Performance Analog Chip R&D and Industrialization Project" [16][21]. - The surplus funds amounting to RMB 20,075.57 million will be used to support further R&D and upgrades in the high-performance analog chip sector [21][23]. Group 4: Project Delays and Adjustments - The timeline for the "High-Performance Analog Chip R&D and Industrialization Project" has been extended to December 2027 to accommodate market demands and project complexities [23][25]. - The company has made adjustments to its project plans based on market conditions and strategic goals, ensuring efficient resource allocation [21][23]. Group 5: Monitoring and Compliance - The company has established monitoring protocols and agreements with banks to ensure the proper use of raised funds, complying with regulatory requirements [5][6][46]. - The board and supervisory committee have approved the use of idle funds for temporary operational needs, ensuring that this does not affect the planned investment projects [38][52].

Core Viewpoint - The company, Aiwei Electronics, is experiencing significant growth in profitability driven by new product launches and expansion in industrial IoT and automotive sectors, with a projected 70% year-on-year profit increase in the first half of 2025 [1]. Financial Performance - In the first half of the year, the company reported total revenue of 1.37 billion yuan, a decrease of 13.4% year-on-year, while net profit attributable to shareholders reached 157 million yuan, an increase of 71.09%, resulting in basic earnings per share of 0.67 yuan [2]. - The overall gross margin improved by 8.03 percentage points year-on-year to 36.12%, attributed to a higher share of high-margin products and strategic focus on industrial IoT and automotive chips [2]. Product Development and Market Expansion - The company has over 1,500 product models, with sales exceeding 2.7 billion units in the first half of 2025 and nearly 150 new products launched, enhancing its market presence in consumer electronics, AIoT, industrial, and automotive sectors [3]. - The company successfully launched its first digital medium-power amplifier product for automotive applications, which has been mass-produced for leading industry clients, and has received AEC-Q100 certification for its automotive audio amplifier chips [3]. Client Base and Partnerships - The company's client portfolio includes major brands such as Xiaomi, OPPO, vivo, TCL, Lenovo, and global tech giants like Microsoft, Samsung, Amazon, and Google, covering various segments including wearable devices and AIoT [4]. Fund Utilization and Project Adjustments - The company announced adjustments to its fundraising projects, reallocating approximately 200 million yuan of surplus funds to the "High-Performance Analog Chip R&D and Industrialization Project," with an extended timeline for completion to December 2027 [5]. - The high-performance analog chip project focuses on developing power management and signal chain products, requiring additional time to analyze market demands and optimize resource allocation amid increasing competition [5].