机构持仓方面，截止2025年3月31日，上声电子十大流通股东中，易方达新丝路混合（001373）位居第 六大流通股东，持股76.72万股，为新进股东。南方科创板3年定开混合（506000）位居第七大流通股 东，持股76.25万股，相比上期减少48.51万股。中欧价值发现混合A（166005）、中欧潜力价值灵活配 置混合A（001810）、中欧成长优选混合A（166020）、南方高端装备混合A（202027）退出十大流通 股东之列。 资料显示，苏州上声电子股份有限公司位于江苏省苏州市相城区元和街道科技园中创路333号，成立日 期1992年6月27日，上市日期2021年4月19日，公司主营业务涉及声学产品、系统方案及相关算法的研发 设计。主营业务收入构成为：车载扬声器73.84%，车载功放19.23%，AVAS4.35%，其他(补充)2.58%。 截至3月31日，上声电子股东户数7071.00，较上期增加4.22%；人均流通股23030股，较上期减少 4.04%。2025年1月-3月，上声电子实现营业收入6.36亿元，同比增长6.40%；归母净利润2732.55万元， 同比减少53.27%。 分红方面，上声电子A ...

东吴证券股份有限公司 关于 苏州上声电子股份有限公司 向不特定对象发行可转换公司债券 并在科创板上市 之 上市保荐书 保荐机构（主承销商） （苏州工业园区星阳街5号） 声 明 东吴证券股份有限公司（以下简称"东吴证券"或"保荐机构"）接受苏州 上声电子股份有限公司（以下简称"发行人"、"公司"或"上声电子"）的委托 担任其向不特定对象发行可转换公司债券并在科创板上市事项（以下简称"本次 发行"）的保荐机构。 本保荐机构及保荐代表人已根据《中华人民共和国公司法》 （以下简称"《公 司法》"）《中华人民共和国证券法》（以下简称"《证券法》"）等法律法规和中国 证券监督管理委员会（以下简称"中国证监会"）及上海证券交易所（以下简称 "上交所"）的有关规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则 和行业自律规范出具本上市保荐书，并保证所出具文件真实、准确、完整。 本上市保荐书如无特别说明，相关用语具有与《苏州上声电子股份有限公司 向不特定对象发行可转换公司债券募集说明书》中相同的含义。 目 录 六、保荐机构关于发行人是否已就本次证券发行上市履行了《公司法》 《证券法》 公司名称：苏州上声电子股份有限公司 英文 ...

Fundraising Plan - The company plans to raise a total of 330 million yuan through the issuance of convertible bonds, with a total investment of 445.55 million yuan allocated to various projects [1] - The company will initially invest using its own funds if the actual net amount raised is less than the planned investment amount, and will adjust the investment amounts accordingly [1] Market Background - The global electric vehicle (EV) market is experiencing rapid growth, with global sales expected to reach 18.24 million units in 2024, a year-on-year increase of 24.4% [2] - In China, EV production and sales are projected to reach 12.89 million and 12.87 million units respectively in 2024, with year-on-year growth rates of 34.4% and 35.5% [2] - The proportion of new energy vehicles in total new car sales is expected to rise to 40.9% in 2024, significantly exceeding the 20% target set for 2025 in the national development plan [2] Demand for Acoustic Products - The rapid development of the EV market is driving demand for automotive acoustic products such as speakers, subwoofers, and amplifiers [2][3] - Consumers are increasingly prioritizing in-car entertainment experiences, leading to higher expectations for sound quality and personalization in automotive acoustic systems [2][3] Project Details Speaker Intelligent Manufacturing Technology Upgrade Project - The project aims to invest 374.08 million yuan to upgrade outdated production lines at the company's Suzhou headquarters, enhancing automation and efficiency [4][5] - The company holds the leading market share in automotive speakers in China, with a global market share of 15.24% projected for 2024 [5][6] - Upgrading production lines is essential for maintaining competitiveness and meeting rising market demands for higher quality speakers [5][6] Vehicle Digital Audio-Video Technology Industrialization Project - An investment of 21.47 million yuan is planned for the development of new technologies such as AI amplifiers and digital speaker ASIC chips [9][10] - The project aims to enhance the company's R&D capabilities and align with the trend of increasing integration and intelligence in automotive systems [10][11] Industry Support and Technological Foundation - National policies are strongly supporting the development of the automotive acoustic industry, providing a solid foundation for project implementation [7][8] - The company has a rich technical reserve and a strong R&D framework, including multiple patents and research centers, which supports the project's success [7][8] Financial Impact - The fundraising will enhance the company's capital strength and improve its ability to respond to market demands, thereby increasing competitiveness and profitability [16][17] - The issuance of convertible bonds is expected to optimize the company's capital structure and reduce financial risks over time [16][17]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and has proposed measures to mitigate this impact [1][5][6]. Financial Impact Analysis - The issuance of convertible bonds is expected to affect key financial metrics, with specific assumptions made for the analysis, including net profit scenarios of 0%, 5%, and 10% growth [2][3][4]. - The projected net profit attributable to the parent company for 2025 is 235.1738 million yuan, with similar figures for 2026 under different growth assumptions [2][4]. Use of Proceeds - The funds raised will be invested in projects that enhance the company's core competitiveness and sustainable development, focusing on upgrading production lines and establishing advanced R&D laboratories [7][8]. Company Background - The company is a leading supplier of automotive acoustic products in China, with a strong client base including major automotive manufacturers [9]. Measures to Mitigate Dilution - The company has outlined several measures to protect shareholder interests, including improving operational efficiency, ensuring proper management of raised funds, and maintaining a stable profit distribution policy [10][11][12]. - Commitments from major shareholders and management have been made to ensure the effectiveness of these measures [12][13].

Event Overview - The company disclosed its 2024 annual report and Q1 2025 report, achieving revenue of 2.776 billion yuan in 2024, a year-on-year increase of 19.32%, and a net profit attributable to shareholders of 235 million yuan, a year-on-year increase of 47.92% [2] - For Q1 2025, revenue was 636 million yuan, a year-on-year increase of 6.40% but a quarter-on-quarter decrease of 18.62%, with a net profit of 27 million yuan, a year-on-year decrease of 53.27% and a quarter-on-quarter decrease of 40.03% [2] Revenue Growth and Profit Pressure - Revenue growth was supported by the steady growth of the domestic and international automotive markets, with key product sales maintaining robust growth [3] - In 2024, the revenue from car speakers, amplifiers, and AVAS business increased by 10.84%, 47.97%, and 40.10% respectively [3] - Profitability faced short-term pressure due to several factors, including initial operational costs of the Hefei factory, overall product price reductions, losses from the Czech factory, and reduced government subsidies [3] Product Performance - In 2024, speaker revenue was 2.050 billion yuan, accounting for 73.84% of total revenue, while amplifier revenue was 534 million yuan, accounting for 19.23% [4] - The company maintained high R&D investment to consolidate its advantages in car audio systems and develop emerging automotive electronics and acoustic application software [4] Capacity Expansion - The company is actively expanding overseas production capacity, particularly in Mexico and the Czech Republic, to enhance competitiveness [5] - The Hefei factory, completed in 2024, is currently ramping up production capacity, which will improve the company's manufacturing capabilities and better meet customer and market demands [5] Future Projections - The company is expected to achieve revenues of 3.256 billion yuan, 3.844 billion yuan, and 4.373 billion yuan in 2025, 2026, and 2027 respectively, with net profits of 246 million yuan, 413 million yuan, and 559 million yuan [6][8] - The projected earnings per share (EPS) for 2025, 2026, and 2027 are 1.51 yuan, 2.53 yuan, and 3.43 yuan respectively, with corresponding price-to-earnings (PE) ratios of 18, 11, and 8 [6][8]

Investment Rating - The report maintains a "Recommended" rating for the company, with a current price of 26.90 CNY per share [5]. Core Views - The company achieved a revenue of 2.776 billion CNY in 2024, representing a year-on-year growth of 19.32%. The net profit attributable to shareholders was 235 million CNY, up 47.92% year-on-year [1][2]. - The revenue for Q1 2025 was 636 million CNY, showing a year-on-year increase of 6.40% but a quarter-on-quarter decrease of 18.62%. The net profit for Q1 2025 was 27 million CNY, down 53.27% year-on-year and 40.03% quarter-on-quarter [1][2]. - The company is experiencing short-term profit pressure due to several factors, including initial operational challenges at the Hefei factory, overall product price reductions, losses from the Czech factory, and reduced government subsidies [2][3]. Revenue and Profit Analysis - The revenue from the automotive speaker, amplifier, and AVAS businesses in 2024 was 2.050 billion CNY (+10.84%), 534 million CNY (+47.97%), and 121 million CNY (+40.10%) respectively, indicating stable growth in major product sales [2][3]. - The gross profit margin for Q4 2024 was 22.13%, down 3.35 percentage points year-on-year, while the gross profit margin for Q1 2025 was 20.62%, down 3.47 percentage points year-on-year [2][3]. Future Projections - The company is expected to benefit from the electric and intelligent automotive trends, with projected revenues of 3.256 billion CNY, 3.844 billion CNY, and 4.373 billion CNY for 2025, 2026, and 2027 respectively. The net profit attributable to shareholders is projected to be 246 million CNY, 413 million CNY, and 559 million CNY for the same years [5][6]. - The report forecasts an EPS of 1.51 CNY, 2.53 CNY, and 3.43 CNY for 2025, 2026, and 2027 respectively, with corresponding PE ratios of 18, 11, and 8 [5][6].