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世运电路: 中信证券股份有限公司关于广东世运电路科技股份有限公司拟投资深圳新声半导体有限公司暨关联交易的核查意见
Zheng Quan Zhi Xing·2025-08-13 16:23

Core Viewpoint - The investment by Guangdong Shiyun Circuit Technology Co., Ltd. in Shenzhen New Voice Semiconductor Co., Ltd. aims to enhance the company's future profitability and establish a strategic foothold in the semiconductor industry, particularly in the high-tech segment related to automotive electronics and AIOT applications [1][22][24]. Summary by Sections 1. Transaction Overview - The total investment in New Voice Semiconductor amounts to 269 million RMB, with Shiyun Circuit contributing 125 million RMB, which will be allocated as 9.49234 million RMB to registered capital and the remainder to capital reserves [1][13]. - The investment is structured as a capital increase, with Shiyun Circuit and its affiliates participating alongside non-affiliated investors [1][2]. 2. Related Party Relationships - Shiyun Circuit has no prior shareholding in New Voice Semiconductor, but its affiliate, Tianjin Shunke Juxin Venture Capital Fund, is involved in the investment, constituting a related party transaction [2][4]. - The transaction does not require shareholder approval as it does not exceed the stipulated thresholds for related party transactions [2][3]. 3. Target Company Information - New Voice Semiconductor, established in March 2021, specializes in the research, design, and sales of semiconductor components, particularly filters for communication devices [7][8]. - The company has shown significant growth, with total assets increasing from 320 million RMB to 458 million RMB within six months, and a revenue of 102 million RMB in the first half of 2025, reflecting a 25% year-on-year growth [8][21]. 4. Strategic Importance of the Investment - The investment aligns with the growing demand for filters in 5G/6G communications, smart vehicles, and IoT devices, positioning Shiyun Circuit to leverage New Voice Semiconductor's capabilities in high-end filter production [22][24]. - New Voice Semiconductor is the first domestic company to achieve AEC-Q200 automotive certification for its filters, indicating its readiness to meet the stringent requirements of the automotive industry [10][23]. 5. Future Collaboration and Market Potential - The partnership is expected to facilitate deeper collaboration in developing new automotive filter solutions, enhancing both companies' market reach and technological capabilities [24][25]. - The filter market is projected to grow significantly due to the increasing penetration of 5G technology and the shift towards electric and intelligent vehicles, providing a favorable environment for the investment [22][24].