正在冲击港股上市的深圳曦华科技股份有限公司(下称：曦华科技)，近日被中国证监会要求补充材料， 涉及控股股东认定等多方面问题。 证监会要求公司补充说明以下事项，请律师核查并出具明确的法律意见： 四、请说明本次拟参与"全流通"股东所持股份是否存在被质押、冻结或其他权利瑕疵的情形。 招股书显示，曦华科技是一家端侧AI芯片与解决方案提供商。公司的智能显示芯片及解决方案主要有 AIScaler及STDI芯片；而智能感控芯片及解决方案主要有TMCU、通用MCU、触控芯片及智能座舱解决 方案。公司产品已被多家主流汽车OEM及全球知名消费电子品牌采用，并满足消费电子、汽车及具身 智能等市场需求。 二、请说明最近12个月内新增股东入股价格的定价依据及公允性，该等入股价格之间存在差异的原因及 其合理性以及税费缴纳情况，是否存在入股对价异常，并就是否存在利益输送出具明确结论性意见。 三、请说明员工持股平台办理工商变更登记手续的进展情况。 一、请说明备案材料对控股股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确 结论性意见。 ...

三、请说明员工持股平台办理工商变更登记手续的进展情况。 四、请说明本次拟参与"全流通"股东所持股份是否存在被质押、冻结或其他权利瑕疵的情形。 招股书显示，曦华科技是一家端侧AI芯片与解决方案提供商。公司的智能显示芯片及解决方案主要有 AIScaler及STDI芯片;而智能感控芯片及解决方案主要有TMCU、通用MCU、触控芯片及智能座舱解决 方案。公司的产品已获多家主流汽车OEM及全球知名消费电子品牌采用，已量产的芯片产品组合可以 满足客户在消费电子、汽车行业及具身智能等新兴市场的不同需求。 证监会请曦华科技补充说明以下事项，请律师核查并出具明确的法律意见： 一、请说明备案材料对控股股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确 结论性意见。 二、请说明最近12个月内新增股东入股价格的定价依据及公允性，该等入股价格之间存在差异的原因及 其合理性以及税费缴纳情况，是否存在入股对价异常，并就是否存在利益输送出具明确结论性意见。 1月23日，中国证监会发布《境外发行上市备案补充材料要求(2026年1月19日—2026年1月23日)》。中 国证监会国际司共对3家企业出具补充材料要求，其中，要求曦华科 ...

Group 1 - The China Securities Regulatory Commission (CSRC) issued supplementary material requirements for three companies, including Xihua Technology, which is preparing for a listing on the Hong Kong Stock Exchange [1] - Xihua Technology is required to clarify the basis for the pricing of new shareholders' investments over the past 12 months and provide legal opinions on the fairness of these prices [1] - The CSRC has requested Xihua Technology to explain inconsistencies in the identification of controlling shareholders and provide a conclusive legal opinion on this matter [1][2] Group 2 - Xihua Technology is a provider of edge AI chips and solutions, with products including AIScaler and STDI chips, as well as smart control chips like TMCU and general-purpose MCUs [3] - The company's products have been adopted by major automotive OEMs and globally recognized consumer electronics brands, indicating a strong market presence [3] - The company aims to meet diverse customer needs across consumer electronics, automotive industries, and emerging markets [3]

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with Agricultural Bank of China International as its sole sponsor. The company specializes in edge AI chips and solutions, with products adopted by major automotive OEMs and globally recognized consumer electronics brands [1]. Financial Performance - The company reported net losses of RMB 129 million, RMB 153 million, RMB 81 million, and RMB 63 million for the years 2022, 2023, 2024, and the first nine months of 2025, respectively [2][3]. - Revenue figures for the same periods were RMB 87 million, RMB 150 million, RMB 244 million, and RMB 240 million, with gross margins of 35.7%, 21.5%, 28.4%, and 22.1% respectively [2][3]. Product Offerings - Xihua Technology provides a comprehensive range of edge AI chips and solutions, including smart display chips (AI Scaler and STDI chips) and smart sensing control chips (TMCU, general MCU, touch chips, and smart cockpit solutions) [2]. Research and Development - The company has been investing heavily in research and development, with expenditures of RMB 114 million, RMB 125 million, RMB 87 million, and RMB 67 million for the years 2022, 2023, 2024, and the first nine months of 2025, respectively [4]. Customer Concentration Risk - The company faces concentration risk as a significant portion of its revenue is dependent on a few major clients. The largest client contributed revenues of RMB 67 million, RMB 87 million, RMB 162 million, and RMB 90 million for the respective periods, accounting for 76.7%, 57.9%, 66.5%, and 37.4% of total revenue [5][6]. - Revenue from the top five clients for the same periods was RMB 78 million, RMB 118 million, RMB 217 million, and RMB 197 million, representing 89.9%, 78.6%, 88.8%, and 82.2% of total revenue [6]. Fundraising Purpose - The funds raised from the listing will be used to enhance the technological research and development capabilities of existing product lines, develop next-generation chips for AMOLED touch control and audio drivers, build automotive electronic module production and assembly facilities, and expand the company's global market presence and sales network [6].

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with Agricultural Bank of China International as its sole sponsor. The company specializes in edge AI chips and solutions, with products adopted by major automotive OEMs and globally recognized consumer electronics brands [1]. Financial Performance - The company reported net losses of RMB 129 million, RMB 153 million, RMB 81 million, and RMB 63 million for the years 2022, 2023, 2024, and the first nine months of 2025, respectively [2][3]. - Revenue figures for the same periods were RMB 87 million, RMB 150 million, RMB 244 million, and RMB 240 million, with gross margins of 35.7%, 21.5%, 28.4%, and 22.1% respectively [2][3]. Product Offerings - Xihua Technology provides a comprehensive range of edge AI chips and solutions, including smart display chips (AI Scaler and STDI chips) and smart sensing control chips (TMCU, general MCU, touch chips, and smart cockpit solutions) [2]. Research and Development - The company has been investing heavily in research and development, with expenditures of RMB 114 million, RMB 125 million, RMB 87 million, and RMB 67 million for the years 2022, 2023, 2024, and the first nine months of 2025, respectively [4]. Customer Concentration Risk - Xihua Technology faces concentration risk as a significant portion of its business relies on a few major clients. The largest client contributed revenues of RMB 67 million, RMB 87 million, RMB 162 million, and RMB 90 million for the respective years, accounting for 76.7%, 57.9%, 66.5%, and 37.4% of total revenue [5][6]. - The revenue from the top five clients for the same periods was RMB 78 million, RMB 118 million, RMB 217 million, and RMB 197 million, representing 89.9%, 78.6%, 88.8%, and 82.2% of total revenue [6]. Fundraising Purpose - The funds raised from the listing will be used to enhance the company's R&D capabilities for existing product lines, develop next-generation chips for AMOLED touch and audio drivers, build automotive electronic module production facilities, expand global market influence, and serve as working capital for general corporate purposes [6].

Core Viewpoint - The company, Xihua Technology, is aiming to become the first publicly listed company in the ASIC scaler sector on the Hong Kong Stock Exchange, led by its founder Chen Xi, a notable alumnus of Tsinghua University [3]. Group 1: Company Overview - Xihua Technology is a provider of edge AI chips and solutions, leveraging strong chip design capabilities and unique advantages in smart display and smart sensing integration [5]. - The company has developed the world's first ASIC architecture scaler, known as AI Scaler, which excels in visual lossless compression, image quality enhancement, and high-speed interface transmission [5][6]. - The AI Scaler has rapidly gained market share, becoming a leading product globally, with an expected shipment of approximately 37 million units in 2024 [6]. Group 2: Product Offerings - The company’s product lineup includes smart display chips (AI Scaler and STDI chips) and smart sensing chips (TMCU, general-purpose MCU, touch chips, and smart cockpit solutions) [5][6]. - The STDI chip integrates additional scaler and TDDI functions, enhancing system integration and performance for smartphones and tablets [7]. - The TMCU is designed for various human-machine interaction applications in vehicles, achieving industry-leading perception performance and certified for automotive safety standards [7]. Group 3: Financial Performance - Xihua Technology has shown strong revenue growth, with revenues increasing from 86.7 million RMB in 2022 to 150 million RMB in 2023, and projected to reach 244 million RMB in 2024, representing a compound annual growth rate of 67.8% from 2022 to 2024 [9]. - The company recorded gross profits of 30.9 million RMB, 32.3 million RMB, 69.3 million RMB, and 53.1 million RMB for the years 2022, 2023, 2024, and the nine months ending September 30, 2025, respectively [10]. - Despite revenue growth, the company reported net losses of 129 million RMB, 153 million RMB, 81 million RMB, and 63 million RMB for the same periods [11]. Group 4: Research and Development - The company invests heavily in research and development, with R&D expenses accounting for 63.3% of total expenditures from 2022 to 2024 [11]. - The R&D team consists of 81 members, most of whom have over 10 years of experience in leading semiconductor companies [11]. Group 5: Leadership - Chen Xi, the founder of Xihua Technology, has over 25 years of management experience in the semiconductor and high-tech sectors and holds multiple degrees from Tsinghua University [11]. - Liu Xiaorong serves as the CFO, bringing extensive financial management experience from previous roles in various technology and investment firms [12][13].

Group 1 - Muxi Co., Ltd. will list its shares on the Sci-Tech Innovation Board on December 17, 2025, and will be classified under the Sci-Tech Growth Tier as it is not yet profitable [2] - ST Mingjia plans to implement a capital reserve conversion to increase its share capital by 10.5 shares for every 10 shares held, resulting in a total share capital increase to 1.426 billion shares [3] - Pinao announced a change in its actual controller to Yin Jiayin after transferring shares to Chuxinwei, with the stock resuming trading on December 16, 2025 [4] Group 2 - Oriental Garden's subsidiary, Dongfang Xinneng, intends to purchase 100% equity of Haicheng Ruihai and 80% equity of Electric Investment Ruixiang, which is expected to constitute a major asset restructuring [5] - Changchun High-tech's subsidiary signed an exclusive licensing agreement for the GenSci098 injection project, potentially earning up to $1.365 billion in milestone payments [6] - Falsheng clarified that its main business does not involve "controlled nuclear fusion," "superconductors," or "commercial aerospace" [7] Group 3 - Feiwo Technology stated that its business in the commercial aerospace sector is in the early stages and currently contributes less than 1% to its main business revenue [8] - Siyuan Electric plans to apply for an H-share issuance and listing on the Hong Kong Stock Exchange to fund various corporate needs [9] - Kangst announced that its client SpaceX's orders for calibration testing products from 2016 to 2024 are small and have limited impact on its performance [10] Group 4 - Unigroup Guowei established a Central Research Institute focusing on AI chip architecture and algorithms for applications in autonomous driving and robotics [11] - Shanghai Mechanical and Electrical conducted its first share buyback, acquiring 145,000 B-shares for a total of $21.31 million [13] - Digital Vision plans to repurchase shares worth between 80 million and 120 million RMB for employee stock ownership plans [14] Group 5 - Decai Co., Ltd. announced that its shareholder Chenggao Century plans to reduce its stake by up to 3% due to funding needs [15] - Kehua Holdings' major shareholder Zhang Yu intends to reduce his stake by up to 3% for personal funding requirements [16] - Weida Optoelectronics' major shareholder plans to reduce its stake by up to 1.64% for operational development needs [17] Group 6 - Xuchang Intelligent won a bid for a project from the State Grid Corporation with a total bid amount of 108 million RMB [19]

Macro Dynamics - The Ministry of Commerce and five other departments issued the "Action Plan for Promoting High-Quality Development of Service Outsourcing," aiming to cultivate a group of internationally competitive leading service outsourcing enterprises by 2030 [2] - The plan emphasizes the digitalization, intelligence, greening, and integration of service outsourcing, with a significant increase in employment [2] Steel Industry - As of early December, the steel inventory of key steel enterprises reached 14.75 million tons, a year-to-date increase of 19.2% [3] Fixed Asset Investment - From January to November, national fixed asset investment (excluding rural households) totaled 4.44035 trillion yuan, a year-on-year decrease of 2.6% [4] Financial Institutions - CITIC Bank clarified that it has never cooperated with "KOO Wallet" and warned against fraudulent activities using its name [5] - ICBC announced adjustments to its management of personal precious metal trading business, urging clients to withdraw funds from accounts with no positions or debts [6] Market Data - On December 15, A-shares saw a collective decline, with the Shanghai Composite Index down 0.55% and the ChiNext Index down 1.77%, with a total market turnover of approximately 1.773439 trillion yuan [8] - Hong Kong stocks also fell, with the Hang Seng Index down 1.34% and the Hang Seng Tech Index down 2.48% [9] Company Dynamics - Muxi Co., Ltd. announced that its stock will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 17, 2025, and will be classified as a growth tier company due to its current unprofitability [10] - Cambrian Technology plans to use 2.778 billion yuan from its capital reserve to offset accumulated losses [11] - Unisoc's board approved the establishment of a Central Research Institute focusing on AI chip architecture and other advanced technologies [12] - Tongrentang announced legal action against a company for unauthorized use of its name on a product with allegedly false labeling [13] - Baina Qiancheng is planning a major asset restructuring and will suspend its stock trading starting December 16, 2025 [14]

Core Viewpoint - Unisoc (002049.SZ) has announced the establishment of a Central Research Institute to enhance its research capabilities and innovation in technology, focusing on advanced technology research and industry chain development [1] Group 1: Research Directions - The Central Research Institute will focus on developing new architectures, models, and efficient algorithms for edge AI chips aimed at applications such as autonomous driving, embodied robots, and low-altitude flying vehicles [1] - Research will also include new types of memory and specialty chips based on two-dimensional material devices [1] - Additionally, the institute will conduct research on high-performance specialty sensor chips [1]

Group 1 - The central financial committee emphasizes the need to effectively manage financial risks in local small and medium financial institutions, real estate companies, and local government financing platforms, with a focus on controlling new risks and addressing existing ones [2] - The China Securities Regulatory Commission (CSRC) is set to introduce strict regulations on public fund sales, targeting long-standing issues in the industry such as prioritizing sales over service [2] - China's financial data for November shows a significant increase in RMB loans and social financing, with RMB loans increasing by 15.36 trillion yuan and social financing growing by 33.39 trillion yuan, surpassing last year's total [3] Group 2 - The People's Bank of China emphasizes maintaining stable financial markets and managing moral hazards, particularly in real estate finance [5] - The CSRC has issued a record fine to Yuce Investment for misappropriating fund assets and providing false information, highlighting the regulatory crackdown in the private equity sector [5] - The A-share market sees significant gains, particularly in nuclear power and commercial aerospace sectors, with the Shanghai Composite Index closing up 0.41% [5] Group 3 - The Hong Kong Hang Seng Index rises by 1.75%, driven by gains in technology and non-bank financial sectors, despite net selling by southbound funds [6] - The Shanghai Stock Exchange is monitoring stocks with significant volatility, indicating increased scrutiny on market activities [7] - Several companies are planning IPOs or stock issuances, including Galaxy General, which aims for a valuation of 3 to 4 billion USD [7] Group 4 - The Financial Regulatory Bureau has released a new management method for commercial bank custody businesses, emphasizing the need for banks to meet specific capabilities and prohibiting certain financial practices [9] - The market regulator is seeking opinions on compliance guidelines for the automotive industry, aiming to address pricing and promotional issues [9] - The State Administration for Market Regulation is pushing for improvements in online product sales, particularly in live commerce, to combat false advertising [9] Group 5 - The State Council has initiated measures to stabilize the real estate market, with Shandong province launching a housing "old-for-new" program to encourage home purchases [11] - The global gold ETF inflows reached 5.2 billion USD in November, marking a six-month streak of inflows and setting a record for total assets under management [20] - The domestic bond market shows signs of cooling, with yields on major bonds rising and the central bank conducting reverse repos to manage liquidity [19]