保荐人 二〇二五年十月 保荐人出具的证券发行保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司 关于 上海艾为电子技术股份有限公司 向不特定对象发行可转换公司债券 之 发行保荐书 中信建投证券股份有限公司及本项目保荐代表人李重阳、张铁根据《中华人 民共和国公司法》《中华人民共和国证券法》等有关法律、法规和中国证监会的 有关规定以及上海证券交易所的有关业务规则，诚实守信，勤勉尽责，严格按照 依法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证发行 保荐书的真实性、准确性和完整性。 3-1-1 | 释 | 义 3 | | --- | --- | | 第一节 | 本次证券发行基本情况 6 | | | 一、本次证券发行具体负责推荐的保荐代表人 6 | | | 二、本次证券发行项目协办人及项目组其他成员 6 | | | 三、发行人基本情况 7 | | | 四、保荐人与发行人关联关系的说明 9 | | | 五、保荐人内部审核程序和内核意见 9 | | | 六、保荐人对私募投资基金备案情况的核查 11 | | 第二节 | 保荐人承诺事项 12 | | 第三节 | 关于有偿聘请第三方机构和个人等相关行为的 ...

上海艾为电子技术股份有限公司 审计报告及财务报表 二○二二年度 上海艾为电子技术股份有限公司 审计报告及财务报表 （2022 年 01 月 01 日至 2022 年 12 月 31 日止） | | 目录 | 页次 | | --- | --- | --- | | 一、 | 审计报告 | 1-6 | | 二、 | 财务报表 | | | | 合并资产负债表和母公司资产负债表 | 1-4 | | | 合并利润表和母公司利润表 | 5-6 | | | 合并现金流量表和母公司现金流量表 | 7-8 | | | 合并所有者权益变动表和母公司所有者权益变动表 | 9-12 | | 三、 | 财务报表附注 | 1-83 | 审计报告 信会师报字[2023]第 ZA11141 号 上海艾为电子技术股份有限公司全体股东： 一、 审计意见 我们审计了上海艾为电子技术股份有限公司（以下简称艾为电子） 财务报表，包括 2022 年 12 月 31 日的合并及母公司资产负债表，2022 年度的合并及母公司利润表、合并及母公司现金流量表、合并及母公 司所有者权益变动表以及相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计 ...

Group 1 - The core point of the article is that Aiwei Electronics (688798) has received approval from the Shanghai Stock Exchange for its public offering of convertible bonds, aiming to raise approximately 1.901 billion yuan [2] - The underwriting institution for this issuance is CITIC Construction Investment Securities Co., Ltd. [2] - The expected fundraising amount is significant, indicating the company's strategy to enhance its capital structure and support future growth initiatives [2]

Core Insights - Aiwai Electronics experienced a slight decline of 0.67% in stock price on October 9, with a trading volume of 593 million yuan [1] - The company reported a financing net purchase of 32.99 million yuan on the same day, indicating strong investor interest despite the stock price drop [1] Financing Overview - On October 9, Aiwai Electronics had a financing buy-in amount of 103 million yuan, with a total financing balance of 602 million yuan, representing 4.83% of its market capitalization [1] - The financing balance is above the 90th percentile of the past year, indicating a high level of leverage [1] Short Selling Activity - On the same day, Aiwai Electronics saw a short selling repayment of 2,500 shares and a short selling amount of 800 shares, totaling 73,400 yuan based on the closing price [1] - The remaining short selling volume was 14,200 shares, with a short selling balance of 1.3044 million yuan, which is above the 70th percentile of the past year [1] Company Profile - Aiwai Electronics, established on June 18, 2008, and listed on August 16, 2021, specializes in the research and sales of integrated circuit products [1] - The revenue composition includes high-performance mixed-signal chips (51.64%), power management chips (38.34%), signal chain chips (9.89%), and others (0.14%) [1] Shareholder Information - As of June 30, the number of shareholders for Aiwai Electronics reached 12,900, an increase of 19.13% from the previous period [2] - The average number of circulating shares per shareholder decreased by 15.77% to 10,524 shares [2] Financial Performance - For the first half of 2025, Aiwai Electronics reported a revenue of 1.37 billion yuan, a year-on-year decrease of 13.40%, while net profit attributable to shareholders increased by 71.09% to 157 million yuan [2] - The company has distributed a total of 221 million yuan in dividends since its A-share listing, with 88.37 million yuan distributed over the past three years [2] Institutional Holdings - As of June 30, among the top ten circulating shareholders, Hong Kong Central Clearing Limited was the seventh largest with 3.0968 million shares, marking a new entry [2] - HSBC Jintrust Dynamic Strategy Mixed A and HSBC Jintrust Low Carbon Pioneer Stock A saw reductions in their holdings, while the Harvest Shanghai Stock Exchange Sci-Tech Innovation Board Chip ETF increased its holdings by 20.60% [2]

上海艾为电子技术股份有限公司（以下简称"公司"）于 2025 年 9 月 18 日披 露了《关于变更持续督导保荐机构及保荐代表人的公告》（公告编号：2025-047）， 公司因聘请中信建投证券股份有限公司（以下简称"中信建投证券"）担任公司 向不特定对象发行可转换公司债券的保荐人，原保荐人中信证券股份有限公司尚 未完成的持续督导工作由中信建投证券承接。为了规范募集资金的管理和使用， 保护投资者的利益，根据《上市公司募集资金监管规则》《上海证券交易所科创 板股票上市规则》《上海证券交易所科创板上市公司自律监管指引第 1 号——规 范运作》等相关法律法规的有关规定，公司及保荐人中信建投证券于近日与中国 银行股份有限公司上海市闵行支行、上海银行股份公司市南分行、中信银行股份 有限公司上海分行、招商银行股份有限公司上海分行分别重新签订了《募集资金 专户存储三方监管协议》。 一、募集资金专户基本信息 | 募集资金专户开户行名称 | 账号 | 余额（元） | | --- | --- | --- | | 中国银行上海市吴中路支行（注 1） | 439081861450 | 19,740,011.13 | | 上海银行闵行支 ...

Group 1 - The core viewpoint of the news highlights the positive performance of the semiconductor sector, particularly the rise of the Sci-Tech Innovation Board Semiconductor Materials and Equipment Index and related ETFs, indicating strong investor interest and market momentum [1][3] - The Sci-Tech Semiconductor ETF (588170) has seen a significant increase of 15.52% over the past week, reaching a new high in both scale at 2.604 billion yuan and shares at 1.725 billion [1] - Continuous net inflows into the Sci-Tech Semiconductor ETF over the past nine days, with a peak single-day inflow of 632 million yuan, totaling 1.721 billion yuan, demonstrate robust investor confidence [1] Group 2 - The adaptation of the DeepSeek V3.2 model by Cambrian and Huawei Ascend signifies advancements in domestic computing power, enhancing the efficiency of domestic chips and reducing training costs in long-sequence scenarios [2] - Analysts from Shengan Securities predict that ongoing investments in computing infrastructure will lead to sustained breakthroughs in domestic computing power, potentially outpacing overseas growth [2] - The semiconductor equipment and materials sector is identified as a key area for domestic substitution, benefiting from low domestic replacement rates and high ceilings for domestic alternatives, driven by the AI revolution and technological advancements [3]

Investment Rating - The investment rating for the company is "Buy" and is maintained [1] Core Insights - The company is launching the AW86501BDC product, which is part of its X series Hall sensors, featuring industry-leading low power consumption of only 50nA, a compact 1x1mm package, and external stray magnetic field suppression to enhance data transmission reliability [4] - The company is expected to generate revenues of 32.5 billion, 36.4 billion, and 39.5 billion yuan for the years 2025, 2026, and 2027 respectively, with net profits of 4.0 billion, 5.5 billion, and 7.0 billion yuan for the same years, maintaining a "Buy" rating [6] Company Overview - The latest closing price of the company's stock is 87.20 yuan, with a total market capitalization of 203 billion yuan and a circulating market value of 118 billion yuan [3] - The company has a total share capital of 2.33 billion shares, with 1.36 billion shares in circulation, and a debt-to-asset ratio of 22.9% [3] - The company's earnings per share (EPS) is projected to be 1.09 yuan for 2024, increasing to 3.02 yuan by 2027, with a price-to-earnings (P/E) ratio decreasing from 79.76 in 2024 to 28.91 in 2027 [8][10]

Core Viewpoint - Meta has launched its first smart glasses with a display, the Meta Ray-Ban Display, and a new version of Ray-Ban Meta (Gen 2) smart glasses, along with the Hyperscape feature for Quest 3 and Quest 3S VR headset users, indicating a significant advancement in wearable technology and AI integration [1][2][3]. Product Launches - The Meta Ray-Ban Display features a full-color high-resolution screen on the right lens, capable of displaying key information without obstructing the user's view, supporting functions like subtitle translation, navigation maps, and camera previews, with a mixed-use battery life of approximately 6 hours and a total of 30 hours with a charging case [2][3]. - The new Ray-Ban Meta (Gen 2) smart glasses offer an extended battery life of up to 8 hours, nearly double that of the first generation, and include a 12-megapixel ultra-wide camera capable of 3K video recording at 60 frames per second, with an upgraded charging case providing an additional 48 hours of power [2][3]. Hyperscape Feature - The Hyperscape feature allows users of the Quest 3 and Quest 3S VR headsets to scan their real-world environment and convert it into a virtual space, enhancing the immersive experience [3]. Industry Insights - The development of smart glasses and mixed reality (MR) ecosystems is maturing, with advancements in AI technology expected to drive sales growth [1][4]. - The company has multiple chips integrated into the Meta Ray-Ban smart glasses and Quest MR series, which are expected to enhance performance and user experience in next-generation wearable and immersive devices [3]. Financial Projections - The company maintains its performance forecast, expecting net profits attributable to the parent company to reach 393 million, 523 million, and 621 million yuan for the years 2025-2027, corresponding to price-to-earnings ratios of 51, 39, and 33 times based on the stock price as of September 19, 2025 [1][4].

Group 1 - Meta showcased its latest advancements in wearable technology at the 2025 Connect conference, introducing three major product lines including the flagship Meta Ray-Ban Display, which signifies the transition of "AI on the face" from concept to reality [1] - The second-generation Ray-Ban Meta smart glasses aim to create a mass-market AI eyewear, featuring an 8-hour battery life, support for 3K ultra HD video recording, and a new "conversation focus" function [1] - The Oakley Meta Vanguard, designed for sports enthusiasts, introduces a new category of "smart sports" products with an IP67 waterproof and dustproof design, deeply integrated with Garmin and Strava ecosystems [1] Group 2 - Aiwai Electronics, a leading Chinese chip provider, offers comprehensive chip solutions that support Meta's innovative products, serving as a long-term core partner [1] - Aiwai's 3-channel RGB LED driver chip provides precise light control for the Ray-Ban series, supporting 256 levels of current adjustment per LED and ensuring smooth dimming effects even at low brightness [2] - The chip's ultra-low power design significantly extends device battery life, with shutdown mode consuming less than 1μA and standby mode less than 10μA [2] Group 3 - Aiwai's Hall switch series addresses the challenge of detecting the opening and closing of charging cases in wearable devices, featuring a compact 0.8mm×0.8mm package for high reliability in space-constrained applications [2] - The LCD bias driver chip from Aiwai provides an efficient power solution for the Quest series TFT-LCD panels, achieving over 85% efficiency at output currents greater than 40mA [2] - Aiwai's tactile feedback chip delivers a noise-free, strong vibration experience for VR controllers, supporting rapid activation at 1ms [2] Group 4 - The AI glasses market is accelerating towards mass consumer adoption, with companies like Samsung and Apple planning to launch similar products by 2026 [3] - Global shipments of AI/AR glasses are expected to exceed 70 million units by 2030, creating a hardware market worth hundreds of billions [3] - Aiwai Electronics has developed a comprehensive chip solution covering perception, computation, connectivity, and energy management, achieving international advanced performance levels [3]

Core Viewpoint - The company, Aiwei Electronics (688798.SH), has developed a piezoelectric micro-pump liquid cooling driver chip that can be applied in various electronic devices, including smartphones, tablets, PCs, and AI glasses, providing efficient cooling solutions for smart glasses with displays [1] Group 1 - The company's piezoelectric micro-pump liquid cooling driver chip is suitable for terminal electronic products [1] - The technology has the capability to offer efficient heat dissipation solutions for smart glasses [1] - The company has already integrated its chip materials into products from Ray-Ban Meta and the Meta Quest series [1]