向港交所递表不到两个月，深圳曦华科技股份有限公司（以下简称"曦华科技"）就收到了证监会的补充材料要求。此次问询，证监会聚焦公司控股股东认 定情况、新增股东入股价格等方面，四大核心问题直指公司治理与股权交易的合规性，为其港股上市之路增加变数。 据悉，2025年12月，曦华科技向港交所主板递交上市申请书，以进一步拓宽融资渠道。这家成立近8年的端侧AI芯片与解决方案提供商，头顶"全球scaler 行业第二"的光环，公司产品已获多家主流汽车OEM及全球知名消费电子品牌采用。 但光鲜数据背后藏着隐忧：一是业绩连年亏损，2022年至2025年前三季度，曦华科技累计亏损额达到4.26亿元；二是经营现金流持续为负，报告期内，经 营活动产生的现金流量净额分别为-1.19亿元、-1.22亿元、-0.75亿元和-0.79亿元，合计为-3.95亿元。自身"造血"能力较弱，叠加研发的持续高投入，导致 公司资金链承压；三是客户集中度较高，且对前五大供应商也较为依赖，截至2025年前三季度，公司来自前五大客户的收入占比高达82.2%。 新增股东入股价格存差异 近期，证监会网站披露了境外发行上市备案补充材料要求公示（2026年1月19日—2 ...

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd. is facing regulatory scrutiny from the China Securities Regulatory Commission (CSRC) regarding its upcoming Hong Kong IPO, specifically concerning the identification of its controlling shareholder and other related issues [1] Group 1: Regulatory Requirements - The CSRC has requested the company to provide supplementary materials addressing several issues, including the reasons for inconsistencies in the identification of the controlling shareholder and the standards used for this determination [1] - The company must clarify the pricing basis and fairness of the share acquisition by new shareholders in the past 12 months, including reasons for any discrepancies in share prices and tax payment situations, and whether there are any abnormal share acquisition prices or potential benefit transfers [1] - The company is required to update on the progress of the business registration changes for its employee stock ownership platform [1] - The company must confirm whether the shares intended for "full circulation" by participating shareholders are subject to any pledges, freezes, or other rights defects [1] Group 2: Company Overview - Xihua Technology is a provider of edge AI chips and solutions, with its main products including intelligent display chips (AIScaler and STDI) and intelligent sensing control chips (TMCU, general MCU, touch chips, and intelligent cockpit solutions) [1] - The company's products have been adopted by several major automotive OEMs and globally recognized consumer electronics brands, addressing market demands in consumer electronics, automotive, and embodied intelligence sectors [1]

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 ...

的申請版本 （「本公司」） （於中華人民共和國註冊成立的股份有限公司） 警告 本申請版本乃根據香港聯合交易所有限公司（「聯交所」）及證券及期貨事務監察委員會（「證監會」）的要求 而刊發，僅用作提供資訊予香港公眾人士。 本申請版本為草擬本，其內所載資訊並不完整，亦可能會作出重大變動。 閣下閱覽本文件，即代表 閣 下知悉、接納並向本公司、本公司的獨家保薦人、保薦人兼整體協調人、整體協調人、顧問或包銷團成員 表示同意： 香港聯合交易所有限公司與證券及期貨事務監察委員會對本申請版本的內容概不負責，對其準確性或完整 性亦不發表任何意見，並明確表示概不就因本申請版本全部或任何部分內容而產生或因倚賴該等內容而引 致的任何損失承擔任何責任。 NSING TECHNOLOGIES INC. 國民技術股份有限公司 本文件為草擬本。其所載資料並不完整及可作更改。閱讀本文件有關資料時，必須一併細閱本文件首頁「警告」一節。 重要提示 閣下如對本文件的任何內容有任何疑問，應諮詢獨立專業意見。 NSING TECHNOLOGIES INC. 國民技術股份有限公司 （於中華人民共和國註冊成立的股份有限公司） [編纂] 倘於適當時候向香港公眾 ...

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd. has rapidly ascended to become the second-largest player in the global scaler industry and the largest in the ASIC scaler sector within just seven years, but faces significant financial pressures with cumulative losses of 426 million yuan over the past four years and a revenue structure heavily reliant on its top five clients, which contribute over 80% of its income [1][3][8]. Group 1: Company Overview - Founded in August 2018, Xihua Technology specializes in the research and supply of smart display chips and smart sensing control chips, with products penetrating key markets such as smart cars, smartphones, wearable devices, and robotics [3]. - The company has developed the world's first ASIC architecture scaler chip, establishing core competitiveness in key technology areas such as visual lossless compression and image quality enhancement [3]. - According to a report by Frost & Sullivan, Xihua Technology is projected to ship 37 million scaler chips in 2024, holding an 18.8% market share globally, and dominates the AI scaler segment with a 55% market share [3]. Group 2: Market Dynamics - The proliferation of edge AI devices is driving explosive demand for smart display and sensing control solutions, with the global scaler shipment volume expected to grow from 114.1 million units in 2020 to 159.5 million units in 2024, reflecting a compound annual growth rate (CAGR) of 8.7% [4]. - The automotive electronics sector, a key focus for Xihua Technology, has seen its TMCU and general MCU products achieve mass production with nine of the top ten domestic automotive OEMs [4]. Group 3: Financial Performance - From 2022 to the first nine months of 2025, Xihua Technology's revenue grew from 87 million yuan to 240 million yuan, achieving a CAGR of 67.8%, but the company has accumulated losses of 426 million yuan, indicating ongoing profitability challenges [6]. - The gross margin has fluctuated significantly, dropping from 35.7% in 2022 to 21.5% in 2023, with a slight recovery to 28.4% in 2024, before declining again to 22.1% in the first nine months of 2025 [6][7]. Group 4: Customer and Supplier Concentration Risks - The revenue concentration among the top five clients remains high, accounting for 89.9%, 78.6%, 88.8%, and 82.2% of revenue from 2022 to the first nine months of 2025, indicating a significant dependency on a limited customer base [8]. - The company has also faced challenges with supplier concentration, with over 80% of procurement coming from the top five suppliers, and a heavy reliance on foundries like SMIC and TSMC, which adds to cost pressures due to rising material and packaging costs [8]. Group 5: Strategic Initiatives - In response to its challenges, Xihua Technology has increased its customer base from 22 in 2022 to 93 in the first nine months of 2025 and established partnerships with seven major foundries and nine packaging suppliers to enhance supply chain stability [9]. - The company is focusing on core sectors, with 52% of its workforce in R&D and a total of 361 patent applications, 85% of which are invention patents, while also exploring new projects in AMOLED touch control chips and automotive electronic modules [9]. - The upcoming IPO fundraising will primarily support R&D upgrades, automotive electronic capacity building, and global market expansion, aiming to overcome growth bottlenecks through technological iteration and market expansion [9].

Core Viewpoint - XiHua Technology, a Shenzhen-based AI chip and solution provider, has officially submitted its IPO application to the Hong Kong Stock Exchange, aiming to enhance its R&D capabilities and expand its product offerings in the AI chip market [5]. Company Overview - Established in August 2018, XiHua Technology is a national-level key "little giant" enterprise specializing in smart display chips and smart sensing control chips, with over 100 million chips shipped [5]. - The company ranks second globally in the Scaler market with a shipment of 37 million units, holding an 18.8% market share [5][6]. Financial Performance - XiHua Technology has not yet achieved profitability, reporting cumulative losses of 426 million RMB over four years. Revenue for 2022, 2023, 2024, and the first nine months of 2025 was 87 million, 150 million, 244 million, and 240 million RMB, respectively, with a compound annual growth rate of 67.8% from 2022 to 2024 [9]. - The company's gross margin fluctuated significantly, with rates of 35.7%, 21.5%, 28.4%, and 22.1% from 2022 to the first nine months of 2025, attributed to its relatively small sales scale [11]. Product Lines and Market Position - XiHua Technology has developed two major product lines: smart display chips (including AI Scaler and STDI chips) and smart sensing control chips (including TMCU and general-purpose MCU) [16]. - The smart display segment has consistently contributed over 85% of the company's revenue from 2022 to the first nine months of 2025, while the smart sensing control segment's revenue share increased from 1.9% in 2022 to 14.4% in 2025 [16]. R&D and Innovation - The company has invested heavily in R&D, with expenditures of approximately 400 million RMB over the years, focusing on enhancing existing products and developing next-generation chips for AMOLED touch and audio driver applications [9][8]. - XiHua Technology has established a comprehensive technology solution based on MCU, perception, and display architecture, with a dedicated R&D team comprising over 50% of its workforce [25][28]. Customer and Supplier Dependency - XiHua Technology's revenue is highly concentrated, with the top five customers contributing 89.9%, 78.6%, 88.8%, and 82.2% of total revenue from 2022 to the first nine months of 2025, indicating a significant reliance on a few key clients [30]. - The company also relies heavily on a limited number of suppliers, with the top five suppliers accounting for 81.8%, 83.7%, 83.6%, and 76.6% of total procurement during the same period [34]. Ownership and Management - The company is controlled by its founder and chairman, Chen Xi, and his spouse, Wang Hong, who together hold 65.51% of the shares [37][39]. - Chen Xi has over 25 years of experience in the semiconductor and high-tech fields, with a strong educational background from Tsinghua University and UCLA [42].

Core Viewpoint - Shenzhen Xihua Technology Co., Ltd., a national key "little giant" enterprise, has submitted its prospectus to the Hong Kong Stock Exchange for an IPO, aiming to list on the main board with a focus on its advanced AI chip technology and rapid market growth [2]. Group 1: Company Overview - Founded in 2018, Xihua Technology specializes in edge AI chips, with two main product lines: smart display chips and smart sensing control chips [6]. - The company has developed the world's first ASIC architecture AI Scaler chip, which has gained significant market traction in visual lossless compression and high-speed interface transmission [6]. Group 2: Financial Performance - Revenue has grown rapidly from RMB 87 million in 2022 to RMB 244 million in 2024, with a compound annual growth rate (CAGR) of 67.8%. In the first nine months of 2025, revenue reached RMB 240 million, a year-on-year increase of 24.17% [12]. - The smart display chip segment has consistently contributed over 85% of total revenue, while the smart sensing control business has increased its share from 1.9% to 14.4% from 2022 to 2025 [12]. Group 3: Market Position - Xihua Technology holds an 18.8% market share in the global Scaler market, ranking second overall, and leads the ASIC Scaler segment with a 55% market share [9][11]. - The company has established itself as a leader in automotive-grade TMCU chips, achieving mass production with nine of the top ten automotive OEMs in China by 2024 [11]. Group 4: Research and Development - R&D is a core competency, with 52% of employees dedicated to this area. The company has filed 361 patents, with 85% being invention patents, supporting product iteration and market expansion [15]. - R&D expenses have been high, totaling nearly RMB 400 million from 2022 to the first nine months of 2025, with a research expense ratio decreasing from 131.9% in 2022 to 27.83% in 2025 [12][15]. Group 5: Shareholding Structure - The company is primarily controlled by its founder and chairman, Chen Xi, and his spouse, holding a combined 65.51% of shares. Chen Xi has extensive experience in the semiconductor and high-tech sectors [17][19]. Group 6: Industry Outlook - The global Scaler market is expected to grow at a CAGR of 8.7% from 2020 to 2024, accelerating to 10.3% from 2025 to 2029, driven by domestic substitution and the proliferation of AI terminals [22]. - The touch chip market is projected to increase from a 4.5% growth rate to 8.9%, with expected shipments reaching 5.6 billion units by 2029 [22]. Group 7: IPO Use of Proceeds - The funds raised from the IPO will be primarily allocated to product R&D, next-generation chip development, automotive electronic module production facilities, global market expansion, and working capital [24].

Core Viewpoint - Shenzhen CVA Innovation Co., Ltd. has submitted an application for listing on the Hong Kong Stock Exchange, aiming to issue H-shares with Agricultural Bank of China International as the sole sponsor [1]. Group 1: Company Overview - Founded in 2018, the company focuses on the design of edge AI chips, offering a product portfolio that includes smart display chips, smart perception and control chips, and solutions for emerging applications in consumer electronics and automotive electronics [5]. - The company ranks second globally in the scaler chip industry by shipment volume, with a market share of 18.8% in 2024, and holds the first position in the ASIC scaler sub-market with a market share of 55%, shipping approximately 37 million units [5]. Group 2: Financial Performance - The company's revenue has shown rapid growth, increasing from 87 million yuan in 2022 to 244 million yuan in 2024, representing a compound annual growth rate of approximately 67.5%. In the first nine months of 2025, revenue continued to grow by 24.2% year-on-year, driven by the ramp-up of core products like AI Scaler and STDI [5]. - Despite revenue growth, the company is still in a phase of continuous losses, with a cumulative net loss of approximately 462 million yuan and a cumulative loss rate of about 59% from 2022 to the first nine months of 2025. The overall gross margin has declined from 35.7% to 22.1% during the same period [6]. Group 3: Market Position and Future Outlook - The company has a high dependency on major customers and suppliers, indicating a concentrated customer base [6]. - With the acceleration of AI applications and increasing demand for display and control chips, the company aims to leverage its IPO to enhance capital, increase R&D investment, and optimize supply chain layout, potentially improving its market share in the edge AI chip sector [6].

Core Viewpoint - The company, Xihua Technology, is a leading provider of ASIC scaler chips, facing significant financial losses despite strong market demand for AI-related chips. The company has filed for an IPO on the Hong Kong Stock Exchange, with a notable market position in the scaler industry and a strong growth trajectory in revenue, but declining profitability [1][10]. Company Overview - Xihua Technology was established in 2018 and specializes in independent chips and comprehensive solutions that integrate proprietary chips with software and algorithms. The company has two main business segments: smart display chips and smart sensing control chips [2][10]. - The company ranks second globally in the scaler industry with an 18.8% market share and first in the ASIC scaler segment with a 55% market share [1][10]. Financial Performance - Revenue is projected to grow from 87 million RMB in 2022 to 244 million RMB in 2024, reflecting a compound annual growth rate (CAGR) of 67.5%. For the first nine months of 2025, revenue is expected to continue growing at 24.2% [1][3]. - Despite revenue growth, the company's gross margin has declined from 35.7% in 2022 to 22.1% in the first nine months of 2025, indicating challenges in profitability [5][10]. - Cumulative net losses from 2022 to the first nine months of 2025 amount to 462 million RMB, with a loss ratio of 59.08% [1]. Product and Market Strategy - The company offers 17 chip models across two product lines, with smart display chips contributing 85.6% of revenue and smart sensing control chips 14.4% as of the first nine months of 2025 [2][3]. - Key products include AI Scaler and STDI chips, with significant revenue contributions expected from these offerings [4][10]. R&D and Competitive Position - Xihua Technology has a strong focus on R&D, with R&D expenses decreasing from 131.9% of revenue in 2022 to 27.8% in the first nine months of 2025. The company holds 169 granted patents and has optimized various expense ratios [6][10]. - The company has established stable partnerships with seven major wafer foundries and nine packaging and testing suppliers to ensure production capacity and cost competitiveness [10]. Industry Trends - The global market for display and sensing control chips is driven by sectors such as smartphones, TWS earbuds, AR/VR, and automotive applications, with AR/VR expected to see a CAGR of 35.7% from 2020 to 2029 [7][9]. - The scaler market is projected to grow from 114 million units in 2020 to 261 million units by 2029, with a CAGR of 10.3% [7][9]. Investment Potential - Given the ongoing AI investment trend, Xihua Technology is positioned as a potentially attractive investment opportunity, with strong market fundamentals and a competitive product lineup [11].

Core Viewpoint - Shenzhen CVA Innovation Co., Ltd. (CVA Technology) has submitted its prospectus for an IPO on the Hong Kong Stock Exchange, aiming to list on the main board [4]. Business Overview - Established in 2018, CVA Technology operates as a fabless AI chip and solution provider, focusing on edge AI chips based on MCU and ASIC architectures, with applications in consumer electronics, automotive, and emerging markets [5][6]. - The company has developed the world's first ASIC architecture scaler, known as AI Scaler, and ranks second globally in the scaler industry by shipment volume as of 2024, while being the leader in the ASIC scaler segment [6]. Product Lines - CVA Technology's product portfolio includes: - **Smart Display Chips and Solutions**: Comprising AI Scaler and STDI chips [6]. - **Smart Control Chips and Solutions**: Including TMCU, general-purpose MCUs, touch chips, and smart cockpit solutions [7]. - As of September 30, 2025, the company has a comprehensive product lineup with 17 chip models across two major product lines [6]. Market Position and Achievements - In 2024, CVA Technology's TMCU and general-purpose MCUs achieved mass production with nine out of ten leading automotive OEMs in China [8]. - The company is recognized as the only domestic provider to achieve mass production of HoD TMCU solutions and has received leading recognition for its TMCU technology from the Ministry of Industry and Information Technology in 2024 [8]. Financial Performance - The company's revenue for the years 2022, 2023, 2024, and the first nine months of 2025 were RMB 0.87 billion, RMB 1.50 billion, RMB 2.44 billion, and RMB 2.40 billion, respectively [14]. - Corresponding net losses were RMB 1.29 billion, RMB 1.53 billion, RMB 0.81 billion, and RMB 0.63 billion, with adjusted net losses of RMB 0.98 billion, RMB 1.29 billion, RMB 0.69 billion, and RMB 0.35 billion [14]. Shareholder Structure - Prior to the IPO, the major shareholders include Mr. Chen Xi and Ms. Wang Hong, who collectively hold approximately 65.51% of the shares [10][12]. Management Team - The board of directors consists of seven members, including three executive directors and three independent non-executive directors, with Mr. Chen Xi serving as the founder, chairman, and CEO [14].