华泰联合证券有限责任公司 关于深圳证券交易所 《关于对北京赛微电子股份有限公司的重组问询 如无特别说明，本核查意见中所述的简称或名词释义与《北京赛微电子股份 有限公司重大资产出售报告书（草案）》中"释义"部分所定义的简称或名词释 义具有相同的含义。本核查意见财务数据均保留两位小数，若出现总数与各分项 数值之和尾数不符的情况，均为四舍五入原因所致。 1 问题一、报告书显示，管理层持股平台瑞典 Silexpartners 持有瑞典 Silex 2,205,058 份认股权证，经评估该部分认股权证价值为 7.28 亿瑞典克朗。经各方 协商，同意上述认股权证作价 5.25 亿瑞典克朗并变更行权方案。瑞典 Silex 拟向 瑞典 Silexpartners 上层所有股东发行 928,445 股股份（价值 5.00 亿瑞典克朗， 占交易完成后瑞典 Silex 9.52%股份）及支付 0.25 亿瑞典克朗现金，瑞典 Silex 拟 注销瑞典 Silexpartners 所持有所有认股权证。请你公司：（1）说明上述认股权 证发行背景，认股权证价格、行权条件、行权价格等主要条款，认股权证发行、 行权及本次变更的相关会计处理政策 ...

天 圆 全 会 计 师 事 务 所 TIANYUANQUAN CERTIFIED PUBLIC ACCOUNTANTS LLP 电话（Tel）: (8610)83914188 北京市海淀区车公庄西路甲 19 号国际传播大厦 5 层 22、 23、24、25 号房 Room 22, 23, 24, 25, 5th Floor, International Communication Building, No. 19, Chegongzhuang West Road, Haidian District, Beijing, China 传真（Fax）: (8610)83915190 邮政编码(Postal Code):100048 天圆全会计师事务所（特殊普通合伙） 关于深圳证券交易所《关于对北京赛微电子股份有限公司的 重组问询函》的回复 深圳证券交易所创业板公司管理部： 收到贵所 2025 年 6 月 18 日下发的《关于对北京赛微电子股份有 限公司的重组问询函》（创业板并购重组问询函〔2025〕第 5 号）后， 我所立即组织相关人员对问询函中涉及的问题进行核查和落实，现将 核查情况回复如下： 1、瑞典 Sile ...

Group 1 - The core viewpoint of the news is that Saiwei Electronics (300456) has shown a slight increase in stock price, but there is a notable outflow of main funds, indicating potential concerns among investors [1] - As of June 16, 2025, Saiwei Electronics reported a stock price of 15.87 yuan, with a trading volume of 81,400 hands and a transaction amount of 129 million yuan [1] - The company's latest quarterly performance shows total revenue of 264 million yuan, a year-on-year decrease of 2.24%, while net profit attributable to shareholders increased by 122.66% to 2.64 million yuan [1] Group 2 - The company has a current liquidity ratio of 3.345 and a quick ratio of 2.545, indicating strong short-term financial health [1] - Saiwei Electronics has a debt-to-asset ratio of 25.30%, suggesting a relatively low level of financial leverage [1] - The company was established in 2008 and is primarily engaged in the manufacturing of computers, communications, and other electronic devices [1] Group 3 - Saiwei Electronics has made investments in 18 companies and participated in 7 bidding projects [2] - The company holds 8 trademark registrations and 19 patents, reflecting its focus on intellectual property [2] - Additionally, Saiwei Electronics possesses 3 administrative licenses, indicating compliance with regulatory requirements [2]

Group 1: Industry Insights - Nvidia CEO Jensen Huang responded to Ren Zhengfei's recent remarks, emphasizing that while Nvidia's technology is a generation ahead, the parallel nature of AI technology means that performance can be achieved with more computers, highlighting China's capability to meet its own market demands with sufficient energy and chips [4] - Xpeng Motors claims to have developed a more powerful autonomous driving chip than Nvidia's, with plans to integrate its Turing AI chip into Volkswagen's upcoming models in China [5] - Baidu has launched its largest AI talent recruitment initiative, expanding job openings by over 60% compared to last year, focusing on cutting-edge AI fields such as large model algorithms and machine learning [6] Group 2: Corporate Developments - Saimo Electronics announced the sale of a 45.24% stake in Swedish Silex Microsystems AB for 2.375 billion Swedish Krona (approximately 1.783 billion RMB), retaining two board seats and the right to participate in major decision-making [7] - Apple confirmed quality issues with a small number of Mac Mini devices equipped with M2 chips, offering free repair services for affected units produced between June 16, 2024, and November 23, 2024 [8] - OpenAI plans to continue its collaboration with Scale AI, which is crucial for developing its advanced tools like ChatGPT, amidst changing dynamics with other tech giants [11] Group 3: Investment and Economic Impact - Amazon announced a plan to invest AUD 20 billion in Australia from 2025 to 2029 to expand its data center infrastructure, marking the largest global tech investment in Australia [12] - Micron Technology plans to invest over USD 200 billion in semiconductor manufacturing in the U.S., which is expected to create approximately 90,000 direct and indirect jobs [14] - DRAM prices have been rising continuously, with a 10% increase in May, driven by expectations of production cuts and shortages from major manufacturers like Samsung, SK Hynix, and Micron [18]

Core Viewpoint - The article discusses the strategic decision by Saiwei Electronics to transfer 45.24% of its shares in Swedish Silex Microsystems AB to seven parties, aiming to optimize resource allocation and focus on the Chinese semiconductor market while maintaining significant influence in Silex's operations [1][4][10]. Group 1: Transaction Details - On June 13, 2025, Saiwei Electronics announced a major asset transaction to transfer its 45.24% stake in Swedish Silex for 2.375 billion Swedish Krona, equivalent to approximately 1.783 billion CNY [1]. - Post-transaction, Saiwei will no longer hold a controlling stake in Silex but will retain 45.24% of shares and two board seats, allowing participation in major decision-making [1][5]. Group 2: Background of Swedish Silex - Founded in 2000, Swedish Silex is a leading MEMS chip manufacturer, which saw significant growth under Saiwei's ownership, with employee numbers increasing from over 100 to over 400 and revenue rising from over 200 million to over 800 million [3]. - The company faced challenges due to international political changes, including scrutiny from the Swedish Strategic Products Inspection Authority and a denied export license for MEMS technology to its Beijing subsidiary [3][4]. Group 3: Strategic Rationale - The transaction is aimed at addressing the complex international political and economic environment, allowing Silex to seek a more stable operational environment and mitigate potential risks associated with maintaining Saiwei's controlling position [4][5]. - Saiwei aims to concentrate resources on its Beijing MEMS wafer factory, enhancing its domestic semiconductor capabilities and capitalizing on market opportunities in China's semiconductor industry [9][10]. Group 4: Future Prospects - The transaction is expected to generate substantial cash inflow for Saiwei, improving its asset-liability structure and enabling further investments in strategic areas [1][10]. - Saiwei's ongoing focus on MEMS technology development and manufacturing capabilities is underscored by its significant R&D investments and the achievement of multiple patents, positioning the company for future growth in the semiconductor sector [7][9].

Core Viewpoint - The article discusses the strategic decision by Saiwei Electronics to transfer 45.24% of its shares in Swedish Silex Microsystems AB to seven parties, aiming to optimize resource allocation and focus on the Chinese semiconductor market while maintaining significant influence over Silex's operations [1][4]. Group 1: Transaction Details - On June 13, 2025, Saiwei Electronics announced a major asset transaction to transfer its 45.24% stake in Swedish Silex for 2.375 billion Swedish Krona, equivalent to approximately 1.783 billion RMB [1]. - Post-transaction, Saiwei will no longer hold a controlling stake in Silex but will retain 45.24% of shares and two board seats, allowing continued participation in significant decision-making [1][4]. Group 2: Background of Swedish Silex - Founded in 2000, Swedish Silex is a leading MEMS chip manufacturer, which has seen substantial growth under Saiwei's ownership, with employee numbers increasing from over 100 to over 400 and revenue rising from over 200 million to over 800 million [3]. - The company faced challenges due to international political changes, including scrutiny from the Swedish Strategic Products Inspection Authority and a denied export license for MEMS technology to its Beijing subsidiary [3][4]. Group 3: Strategic Rationale - The transaction is aimed at addressing the complex international political and economic environment, allowing Silex to seek a more stable operating environment and maintain relationships with key customers and suppliers [4][8]. - Saiwei aims to concentrate resources on its Beijing MEMS wafer factory, enhancing its domestic operations and capitalizing on the growth of the Chinese semiconductor industry [8]. Group 4: Future Prospects - The transaction is expected to provide significant cash inflow, improving Saiwei's asset-liability structure and enabling further investments in strategic areas [1][8]. - Despite the change in ownership structure, Saiwei's core business in MEMS chip development and wafer manufacturing remains unchanged, ensuring continued focus on its primary operations [8][9].

Core Viewpoint - The company has decided to sell its controlling stake in Swedish Silex due to increasing uncertainties in the international geopolitical environment, while focusing on the development of its MEMS wafer factory in Beijing [1][2]. Group 1: Transaction Details - The company announced on June 13, 2025, the transfer of 45.24% of its shares in Swedish Silex for 2.375 billion Swedish Krona (approximately 1.783 billion RMB), after which it will no longer hold a controlling interest but will retain a minority stake and two board seats [1][2]. - The final valuation of Swedish Silex is set at 5.25 billion Swedish Krona (approximately 3.942 billion RMB), with management equity warrants handled through share issuance and cash [2]. Group 2: Strategic Reasons - The decision to sell was influenced by the complex international geopolitical landscape, which has increased uncertainties surrounding Swedish Silex, prompting the company to avoid potential value loss by divesting its control [2]. - The company aims to focus on its Beijing MEMS wafer factory, which plans to increase its production capacity from 15,000 wafers per month to 30,000 wafers per month, having already secured 25 patents and 107 pending applications, with over 40 customers [2]. Group 3: Impact of the Transaction - The MEMS business remains a core focus for the company, and the funds obtained from this transaction will be used for new investment and acquisition opportunities [2]. - The transaction is expected to create a more stable operating environment for Swedish Silex, while also supporting the company's strategic transformation and the independent development of the domestic MEMS industry [1][2].

Investment Rating - The report maintains an "Outperform the Market" rating for the company [5]. Core Views - In 2024, the company's revenue is expected to decline by 7.3%, with a projected revenue of 1.205 billion yuan and a net loss of 170 million yuan [1][4]. - The MEMS (Micro-Electro-Mechanical Systems) business shows growth, with wafer manufacturing revenue increasing by 31.52% to 656 million yuan, while semiconductor equipment revenue declines by 60.36% to 136 million yuan [2]. - The Swedish production line is performing well, but the capacity utilization remains low at 39.96% due to the high price of MEMS-OCS wafers [2][3]. - The Beijing production line is still ramping up, with a capacity utilization of 25.32% and significant growth in wafer manufacturing, particularly for MEMS micro-mirrors and BAW filters [3]. Financial Summary - The company's projected revenues for 2025-2027 are 1.560 billion yuan, 1.877 billion yuan, and 2.230 billion yuan, respectively, with net profits expected to be 139 million yuan, 277 million yuan, and 474 million yuan [4][5]. - The gross margin for 2024 is reported at 35.11%, with a significant increase in gross margin expected in subsequent years [1][4]. - The company's price-to-book (PB) ratios for 2025-2027 are projected to be 2.36, 2.24, and 2.05, respectively [4].

Group 1 - The terahertz concept sector declined by 0.99%, ranking among the top declines in concept sectors, with leading decliners including Aerospace Electronics, Shuo Bei De, and Lei Ke Defense [1][2] - Among the stocks in the terahertz sector, six stocks saw price increases, with Taihao Technology, Saiwei Electronics, and Juguang Technology rising by 1.24%, 1.08%, and 0.68% respectively [1][2] - The terahertz sector experienced a net outflow of 480 million yuan from main funds today, with 15 stocks seeing net outflows, and 5 stocks with outflows exceeding 30 million yuan [2][3] Group 2 - The leading stock with net outflow was Aerospace Electronics, which saw a net outflow of 267 million yuan, followed by Shuo Bei De, Tianhai Defense, and Tianhe Defense with net outflows of 84.12 million yuan, 78.39 million yuan, and 36.12 million yuan respectively [2][3] - The stocks with the highest net inflows included ZTE Communications, Haige Communications, and Taihao Technology, with net inflows of 75.60 million yuan, 31.58 million yuan, and 21.53 million yuan respectively [2][3] - The terahertz concept sector's performance was contrasted with other sectors, such as the China-Korea Free Trade Zone, which increased by 5.44%, and the shipping concept, which rose by 4.66% [2]

北京赛微电子股份有限公司 关于控股子公司通过 IATF16949 认证的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有 虚假记载、误导性陈述或重大遗漏。 北京赛微电子股份有限公司（以下简称"赛微电子"或"公司"）控股子公 司赛莱克斯微系统科技（北京）有限公司（以下简称"赛莱克斯北京"）于近日 正式取得了《IATF16949：汽车质量管理体系证书》，现将相关事项公告如下： 证券代码：300456 证券简称：赛微电子 公告编号：2025-034 一、基本情况 二、对公司的影响 IATF16949是由国际汽车工作组（International Automotive Task Force， 简称"IATF"）颁布并得到国际标准化组织（International Organization for Standardization，简称"ISO"）认可的全球汽车行业通用质量管理体系标准。 特此公告。 北京赛微电子股份有限公司董事会 2025 年 4 月 28 日 2 《IATF16949：汽车质量管理体系证书》 赛莱克斯北京是公司控股子公司，专注于MEMS（Micro-Electro-Mechanic ...