广东世运电路科技股份有限公司 第五届董事会第七次会议决议公告 证券代码：603920 证券简称：世运电路 公告编号：2025-058 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 一、董事会会议召开情况 广东世运电路科技股份有限公司（以下简称"公司"）第五届董事会第七次会议（以下简称"会议"）通知 于2025年8月5日以电子邮件方式发出，于2025年8月10日以通讯表决的方式召开，并以记名的方式进行 了表决。会议由董事长林育成先生主持，会议应参加董事7人，实际参加7人。公司监事及高级管理人员 列席了本次会议。本次会议的召开符合有关法律法规和《公司章程》的规定，会议合法有效。 二、董事会会议审议情况 审议并通过《世运电路关于拟投资深圳新声半导体有限公司暨关联交易的议案》 为进一步提升公司未来盈利空间，公司与关联方天津顺科聚芯创业投资基金合伙企业（有限合伙）、非 关联方天津泓生嘉诚股权投资合伙企业（有限合伙）拟分别通过增资的方式对深圳新声半导体有限公司 （以下简称"新声半导体"）进行投资，各方合计向新声半导体增资26,900万元 ...

Summary of Key Points Core Viewpoint - Guangdong Shiyun Circuit Technology Co., Ltd. plans to invest 125 million yuan in Shenzhen New Voice Semiconductor Co., Ltd. through capital increase, acquiring a 3.8238% stake in the target company [1][3]. Transaction Overview - The total investment in Shenzhen New Voice Semiconductor will amount to 269 million yuan, with Shiyun Circuit contributing 125 million yuan [3][18]. - The investment aims to enhance the company's future profitability and strategically position itself in the high-tech segments of the electronic information industry [4][6]. Purpose and Rationale - The investment targets the filter market, which is crucial for 5G/6G communication, smart vehicles, and IoT applications, indicating a strong growth potential in a market with high technical barriers [5][6]. - New Voice Semiconductor specializes in the research, production, and sales of SAW and BAW filters, holding over 170 patents and being the first in China to achieve AEC-Q200 automotive certification [5][6]. Financial and Operational Context - New Voice Semiconductor's financials show total assets of approximately 320 million yuan and a high debt ratio of 76.73% as of the last audited report [13]. - The company reported a revenue of approximately 102 million yuan in the first half of 2025, reflecting a year-on-year growth of 25% [17]. Strategic Implications - The investment is expected to foster collaboration between Shiyun Circuit and New Voice Semiconductor, enhancing the development and application of new automotive filter solutions [5][6]. - The partnership aims to leverage Shiyun Circuit's resources in the automotive electronics sector to accelerate the market introduction of New Voice Semiconductor's automotive-grade filters [6][7]. Regulatory and Approval Process - The transaction has been approved by the board of directors and does not require further shareholder approval, as it does not constitute a major asset restructuring [2][8]. - The investment agreement is still pending formal signing, with subsequent registration and procedural uncertainties [3][18].

Core Viewpoint - Shiyun Circuit plans to invest 125 million yuan in Shenzhen Xinsong Semiconductor, which has a net asset of 21.2 million yuan and a valuation of 3 billion yuan [2][3] Investment Details - The investment will be made through capital increase, acquiring 3.8238% equity in Xinsong Semiconductor [2] - The investment requires only board approval and does not need a shareholders' meeting [2] Company Overview - Xinsong Semiconductor specializes in the R&D, production, and sales of SAW (Surface Acoustic Wave) filters and BAW (Bulk Acoustic Wave) filters [3] - The company holds over 170 authorized patents in China and the U.S., with products covering mainstream mobile communication frequency bands [3] - It is the first filter company in China to pass AEC-Q200 automotive certification, with products already in mass production for the automotive market [3] Financial Performance - As of June 30, 2025, Xinsong Semiconductor's total assets and net assets are 458 million yuan and 21.2 million yuan, respectively, with a debt ratio of 95.37% [4][6] - The company reported revenues of 227 million yuan and a net loss of 28.8 million yuan for the year 2024, with a revenue of 102 million yuan and a net loss of 55.3 million yuan for the first half of 2025, indicating an expanding loss [4][6] Valuation Basis - The investment is based on a pre-investment valuation of 3 billion yuan, which reflects the company's product development progress and business growth compared to the previous financing round [7] - The previous financing round had a post-investment valuation of approximately 2.538 billion yuan [7] Product Development and Business Growth - Xinsong Semiconductor has made significant progress in product development, including new high-frequency BAW products and successful mass production of automotive-grade filters [7] - The company achieved a revenue of 102 million yuan in the first half of 2025, representing a 25% year-on-year growth, with a strong order backlog [8] Company Background - Shiyun Circuit specializes in PCB (Printed Circuit Board) manufacturing and was listed on the Shanghai Stock Exchange in April 2017 [8] - As of August 8, 2023, Shiyun Circuit's market capitalization is 23.06 billion yuan [9]

Core Viewpoint - The company Shiyun Circuit plans to invest 125 million yuan in Shenzhen Xinsong Semiconductor, which has a net asset of 21.2 million yuan and a valuation of 3 billion yuan [2][4]. Investment Details - Shiyun Circuit will acquire 3.8238% equity in Xinsong Semiconductor through capital increase with its own funds [2]. - The investment requires only board approval and does not need to go through a shareholders' meeting [4]. Company Profile - Xinsong Semiconductor specializes in the R&D, production, and sales of SAW (Surface Acoustic Wave) filters and BAW (Bulk Acoustic Wave) filters, holding over 170 authorized patents in China and the U.S. [6]. - The company has developed products that are supplied to major smartphone brands like Xiaomi, Honor, and Samsung [6]. Strategic Rationale - The investment aligns with Shiyun Circuit's strategy to establish a presence in high-tech segments of the electronic information industry, particularly in smart automotive and AIOT applications [6]. - The collaboration aims to promote the adoption of new vehicle-mounted filters and modular solutions, benefiting both companies [6]. Financial Overview - As of mid-2025, Xinsong Semiconductor's total assets and net assets are 458 million yuan and 21.2 million yuan, respectively, with a debt ratio of 95.37% [7][8]. - The company reported revenues of 227 million yuan and a net loss of 28.8 million yuan for 2024, with a worsening loss trend in the first half of 2025 [7][8]. Valuation Basis - The investment is based on a pre-investment valuation of 3 billion yuan, reflecting the company's product development progress and business growth since the last financing round [10]. - Xinsong Semiconductor achieved a revenue increase of 25% year-on-year in the first half of 2025, with a strong order backlog [10]. Company Background - Shiyun Circuit is primarily engaged in the production of PCBs (Printed Circuit Boards) and was listed on the Shanghai Stock Exchange in April 2017 [11]. - As of August 8, 2023, the company's market capitalization is 23.06 billion yuan [12].

Group 1 - The core point of the announcement is that Guangdong Shiyun Circuit Technology Co., Ltd. plans to invest 125 million yuan in Shenzhen New Sound Semiconductor Co., Ltd. to acquire a 3.8238% stake, aiming to enhance its strategic positioning in the electronic information industry [1] - The investment is part of the company's strategy to focus on high-tech barriers and growth segments within the electronic information industry, particularly in smart automotive and AIOT applications [1] - The company anticipates establishing a deep cooperative relationship with New Sound Semiconductor to promote the adoption of new vehicle-mounted filters and modular solutions in the industry, aiming for mutual benefits [1] Group 2 - Filters are core components in the electronic information industry, closely related to the development of strategic emerging industries such as 5G/6G communication, smart vehicles, and satellite internet [2] - New Sound Semiconductor specializes in the research, production, and sales of SAW (Surface Acoustic Wave) filters and BAW (Bulk Acoustic Wave) filters, with key products including TC-SAW filters and BAW filters that have been supplied to major smartphone brands like Xiaomi, Honor, and Samsung [2] - New Sound Semiconductor is the first filter company in the country to obtain AEC-Q200 automotive certification, and its automotive-grade filter products have achieved mass production and delivery in the automotive front-loading market [2]