厦门优迅芯片股份有限公司 首次公开发行股票并在科创板上市 招股意向书附录 | 序号 | 文件名称 | 页码 | | --- | --- | --- | | 1 | 发行保荐书 | 1-30 | | 2 | 财务报表及审计报告 | 31-172 | | 3 | 审阅报告 | 173-265 | | 4 | 内部控制审计报告 | 266-273 | | 5 | 经注册会计师鉴证的非经常性损益明细表 | 274-283 | | 6 | 法律意见书 | 284-382 | | 7 | 律师工作报告 | 383-554 | | 8 | 发行人公司章程（草案） | 555-617 | | 9 | 中国证监会同意本次发行注册的文件 | 618-619 | 中信证券股份有限公司 关于厦门优迅芯片股份有限公司 首次公开发行股票并在科创板上市之 发行保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二〇二五年十一月 1 声 明 中信证券股份有限公司及其保荐代表人根据《中华人民共和国公司法》《中 华人民共和国证券法》《首次公开发行股票注册管理办法》《上海证券交易所科创 板股票上市规则》《证券发 ...

Core Viewpoint - The company, Zhenhua Wind Power, maintains a low debt-to-asset ratio, indicating a robust financial structure that enhances its risk resistance and financing flexibility [1] Financial Structure - The company's low debt-to-asset ratio reflects a stable financial structure, which is beneficial for risk management and financing options [1] - The total asset turnover is influenced by industry characteristics, product R&D cycles, and market conditions [1] Resource Optimization - The company is actively optimizing resource allocation by increasing R&D investment to expand applications in high-reliability integrated circuit products, aiming to improve asset utilization efficiency [1] Strategic Adjustments - Future strategies will be dynamically adjusted based on market demand, balancing financial stability with asset operational efficiency to lay a foundation for long-term sustainable development [1]

Core Viewpoint - SIRUI plans to acquire equity in Aura Semiconductor, leading to a potential major asset restructuring, with trading suspension starting November 26 [1][4]. Group 1: Acquisition Details - SIRUI has signed a letter of intent with major shareholders of Aura Semiconductor, including Hong Kong Aura Investment Co. Limited and others, to purchase their equity [3]. - The shareholders collectively hold 86.12% of Aura Semiconductor's equity, indicating a significant stake involved in the transaction [4]. - The acquisition will be executed through the issuance of shares and/or cash payments, with further negotiations ongoing to finalize the transaction [5]. Group 2: Company Performance - SIRUI's financial performance has been volatile, with revenues of 1.783 billion, 1.094 billion, and 1.220 billion yuan from 2022 to 2024, and net profits of 267 million, -34.71 million, and -197 million yuan during the same period [6][7]. - In the first three quarters of 2025, SIRUI reported revenues of 1.531 billion yuan, an increase of 80.47% year-on-year, and a net profit of 126 million yuan, recovering from a loss of 98.73 million yuan in the same period of 2024 [7]. Group 3: Industry Context - Aura Semiconductor, established in 2018, specializes in high-performance integrated circuit products, including clock analog chips and power management analog chips [7]. - SIRUI, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board since September 2020, focuses on analog and mixed-signal product development, serving various sectors such as industrial, new energy, automotive, and healthcare [7].

Group 1 - The company, Purun Co., Ltd. (SH 688766), announced plans to acquire a 49% stake in Noah Changtian through share issuance and raise matching funds [1] - The transaction is still in the planning stage, and the valuation of Noah Changtian has not been finalized [1] - The transaction is not expected to constitute a major asset restructuring or a related party transaction, and it will not lead to a change in the actual controller of the company [1] Group 2 - The company's stock will be suspended from trading starting November 26, 2025, for a period not exceeding 10 trading days due to the uncertainties surrounding the transaction [1] - For the year 2024, the company's revenue composition is projected to be 99.99% from integrated circuits and 0.01% from other businesses [1] - As of the report, the company's market capitalization is 18.4 billion yuan [2]

Group 1 - Shanghai Dongfang Chip Port Integrated Circuit Co., Ltd. has been established with a registered capital of 39.215 billion yuan [1] - The company's business scope includes integrated circuit sales, technical services, technical development, technical consulting, technical exchange, technical transfer, and technical promotion [1] - The company is wholly owned by Shanghai Lingang New Area Investment Holding (Group) Co., Ltd. [1]

Group 1 - Fudan Microelectronics experienced a decline of 4.61% in stock price on November 21, with a trading volume of 489 million yuan. The net financing buy was -5.99 million yuan, with a total financing and securities balance of 609 million yuan as of the same date [1] - The company reported a financing buy of 39.99 million yuan on November 21, with a current financing balance of 600 million yuan, accounting for 2.03% of the market capitalization. This financing balance is above the 50th percentile level over the past year, indicating a relatively high position [1] - On the securities lending side, Fudan Microelectronics repaid 400 shares and sold 3,300 shares on November 21, with a selling amount of 181,800 yuan. The securities lending balance was 8.72 million yuan, exceeding the 90th percentile level over the past year, also indicating a high position [1] Group 2 - Fudan Microelectronics, established on July 10, 1998, and listed on August 4, 2021, primarily engages in integrated circuit (IC) related businesses. The company operates through two segments: design, development, and sales of integrated circuits, and providing IC testing services [2] - The revenue composition of Fudan Microelectronics includes: FPGA and other products (37.04%), non-volatile memory (23.92%), security and identification chips (21.35%), smart meter chips (13.46%), IC testing services (4.15%), and rental income (0.09%) [2] - As of September 30, the number of shareholders increased by 26.42% to 27,500, while the average circulating shares per person decreased by 20.91% to 19,562 shares. For the period from January to September 2025, the company achieved a revenue of 3.024 billion yuan, a year-on-year increase of 12.70%, while the net profit attributable to shareholders decreased by 22.69% to 330 million yuan [2] Group 3 - Fudan Microelectronics has distributed a total of 311 million yuan in dividends since its A-share listing, with 258 million yuan distributed over the past three years [3] - Among the top ten circulating shareholders as of September 30, 2025, the largest shareholder is the Harvest SSE STAR Chip ETF, holding 7.3177 million shares, a decrease of 336,900 shares from the previous period. The Hong Kong Central Clearing Limited increased its holdings by 1.0204 million shares to 6.8043 million shares [3] - Other notable changes include the Southern Military Reform Flexible Allocation Mixed A fund increasing its holdings by 767,800 shares to 6.4227 million shares, and the Southern CSI 500 ETF entering the top ten shareholders with 4.7347 million shares as a new shareholder [3]

Core Insights - The electronic information sector accounts for 42% of the total technology transaction value at the Shanghai Technology Exchange, highlighting its significant role in technology trading [1] - The integrated circuit industry is a key strategic area for the Shanghai Technology Exchange, with a total transaction amount of 33.746 billion yuan and 2,036 projects completed as of November 7, 2025 [1][4] Group 1: Transaction Data - As of November 7, 2025, the Shanghai Technology Exchange has completed 2,036 projects in the electronic information sector, with a total transaction amount of 33.746 billion yuan [1] - The top provinces for technology transfers are Shanghai, Jiangsu, and Beijing, while Guangdong, Shanghai, and Jiangxi are the leading provinces for receiving technology [1] - Since the establishment of the exchange, Shanghai has exported 9.4 billion yuan worth of technology, with nearly 50% of transactions occurring locally in the Yangtze River Delta [1] Group 2: Challenges in Integrated Circuit Transactions - Integrated circuit technology is considered one of the most challenging technologies to trade, often involving complex technology packages rather than individual patents [2] - The ownership verification process is complicated due to the involvement of numerous patents and potential changes in ownership status [2] - A new preliminary rights confirmation system for trade secrets has been established to support the protection and efficient transfer of commercial secrets [2] Group 3: Pricing Mechanisms - The Shanghai Technology Exchange has introduced a systematic pricing method that utilizes models and big data for pricing, alongside expert evaluation and market inquiry methods [3] - A case study highlighted the valuation of a high-trust image sensor chip technology at 6.6 million yuan, demonstrating the application of rights confirmation in technology transactions [3] - Research institutions contribute significantly to the number of projects, while private enterprises dominate in transaction amounts, creating a complementary relationship between academia and industry [3] Group 4: Trends in Technology Transactions - The electronic information sector has shown a "stair-step rise followed by high-level consolidation" in transaction activity over the past five years, with a notable increase from 410 million yuan in 2020 to 11.522 billion yuan in 2023 [4] - In the first ten months of 2025, the transaction volume reached 8.727 billion yuan, indicating sustained high activity levels [4] Group 5: Industrialization and Collaboration - The Shanghai Technology Exchange emphasizes the importance of industrialization for technology transfer and transformation [5] - The exchange has invested in Shanghai Microelectronics Design Co., a national-level integrated circuit design incubator, which has successfully nurtured leading companies in the industry [5] - Collaborative incubation efforts are being explored with leading enterprises, where the exchange provides rights confirmation and pricing services while companies offer validation and testing services [5] Group 6: Internationalization and Specialized Boards - The Shanghai Technology Exchange has established a presence in Boston, USA, to facilitate the introduction of overseas technologies, particularly in the integrated circuit sector [6] - A wholly-owned subsidiary, Shanghai International Technology Trade Co., has been set up to provide comprehensive services for cross-border technology transactions [6] - The exchange is also developing specialized boards for various industries, including plans for a dedicated integrated circuit board to gather innovative resources and offer customized trading rules [6]

Core Viewpoint - Naxin Micro (SH 688052) announced a board meeting on November 18, 2025, to discuss the revision of internal governance systems applicable after its H-share listing [1] Financial Performance - For the year 2024, Naxin Micro's revenue composition is as follows: integrated circuits account for 99.31%, while other businesses account for 0.69% [1] - As of the report date, Naxin Micro's market capitalization is 21.2 billion yuan [1]

Core Viewpoint - The major shareholder of Fudan Microelectronics (688385.SH) is set to change as Shanghai Fuxin Fangao Integrated Circuit Technology Co., Ltd. plans to transfer approximately 107 million shares to Shanghai Guosheng Group Investment Co., Ltd., making Guosheng Investment the new largest shareholder with a 12.99% stake [1][4]. Shareholder Change - The actual controller of Guosheng Investment is the Shanghai State-owned Assets Supervision and Administration Commission, which will take over as the largest shareholder of Fudan Microelectronics [2]. - The share transfer is priced at 48.20 yuan per share, representing a discount of approximately 15% compared to the closing price before the agreement [4][3]. Financial Details - The total transaction value is approximately 5.144 billion yuan [3][4]. - Fudan Microelectronics has faced pressure on its performance, with a reported revenue of about 3 billion yuan for the first three quarters of 2025, a year-on-year decline of 22.69% [3][8]. Business Overview - Fudan Microelectronics specializes in the design, development, testing, and provision of system solutions for ultra-large-scale integrated circuits, being one of the earliest and first listed integrated circuit design companies in China [3][4]. - The company has invested significantly in research and development, with R&D expenses amounting to 795 million yuan in the first three quarters of 2025, accounting for 26.29% of its revenue [7][8]. Market Performance - Following the announcement of the shareholder change, Fudan Microelectronics' stock price rose to 58.60 yuan per share, reflecting a 3.33% increase [5]. - Since the beginning of 2025, the stock price has increased by approximately 53% from 38.31 yuan per share [6].

Group 1 - Fudan Microelectronics experienced a decline of 2.93% in stock price on November 14, with a trading volume of 347 million yuan [1] - The company had a financing buy-in amount of 33.62 million yuan and a net financing buy of 5.56 million yuan on the same day, with a total financing and securities balance of 620 million yuan [1] - The current financing balance of 614 million yuan accounts for 2.02% of the circulating market value, indicating a high level compared to the past year [1] Group 2 - Fudan Microelectronics, established on July 10, 1998, primarily engages in integrated circuit (IC) related businesses, operating through two segments: IC design and testing services [2] - The company's revenue composition includes FPGA and other products (37.04%), non-volatile memory (23.92%), security and identification chips (21.35%), smart meter chips (13.46%), IC testing services (4.15%), and rental income (0.09%) [2] - For the period from January to September 2025, Fudan Microelectronics reported a revenue of 3.024 billion yuan, a year-on-year increase of 12.70%, while the net profit attributable to shareholders decreased by 22.69% to 330 million yuan [2] Group 3 - Since its A-share listing, Fudan Microelectronics has distributed a total of 311 million yuan in dividends, with 258 million yuan distributed over the past three years [3] - As of September 30, 2025, the top ten circulating shareholders include notable entities such as the Harvest SSE STAR Chip ETF and Hong Kong Central Clearing Limited, with varying changes in shareholding [3]