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Intelligent Manufacturing Technology Upgrade Project - The project aims to invest 374.08 million yuan to upgrade outdated production lines at the company's Suzhou headquarters, enhancing automation and efficiency [4][5] - The company holds the leading market share in automotive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].

Core Viewpoint - The company, Shengsheng Electronics, is facing challenges due to high initial manufacturing costs and is working to improve operational performance and market confidence while navigating uncertainties related to U.S. customer relations and tariffs [2][5]. Group 1: Company Overview - Shengsheng Electronics has commenced operations at its Hefei factory in 2025, which has led to depreciation expenses and higher initial manufacturing costs affecting performance [2]. - The company aims to enhance its operational performance and boost market confidence in its stock price [2]. - A portion of the company's revenue comes from U.S. clients, and it is currently negotiating solutions to address potential impacts from recent events [2]. Group 2: Impact of Policies - The company's operations at its Czech factory have not been affected by China's recent rare earth export restrictions [3]. - The U.S.-China tariff policies are expected to cause short-term disruptions in trade, but the company is actively discussing strategies with U.S. clients to mitigate potential impacts [5]. Group 3: Financial Performance - In Q1 2025, the company reported a main revenue of 636 million yuan, a year-on-year increase of 6.4%, while net profit attributable to shareholders was 27.33 million yuan, a decline of 53.27% [4]. - The company's gross profit margin stood at 20.62%, with a debt ratio of 49.05% [4]. - The company has implemented cost control measures that have improved operational efficiency and profitability [4]. Group 4: Market Ratings and Predictions - Over the past 90 days, four institutions have rated the stock as a buy, with an average target price of 38.76 yuan [6]. - Detailed earnings forecasts indicate projected net profits of 233 million yuan for 2025, increasing to 304 million yuan in 2026 and 359 million yuan in 2027 [8].