中国国际金融股份有限公司 关于西安派瑞功率半导体变流技术股份有限公司 调整募投项目部分建设内容暨募投项目变更的核查意见 中国国际金融股份有限公司（以下简称"中金公司"或"保荐机构"）作为 西安派瑞功率半导体变流技术股份有限公司（以下简称"派瑞股份"或"公司"） 首次公开发行 A 股股票并在创业板上市的保荐机构，根据《上市公司募集资金 监管规则》 《深圳证券交易所创业板股票上市规则》 《深圳证券交易所上市公司自 律监管指引第 2 号——创业板上市公司规范运作》等相关法律、法规和规范性文 件的规定，对派瑞股份调整募投项目部分建设内容暨募投项目变更的事项进行了 核查，具体核查情况如下： 一、募集资金投资项目实施调整的基本情况 经中国证券监督管理委员会《关于核准西安派瑞功率半导体变流技术股份有 限公司首次公开发行股票的批复》 （证监许可[2020]146 号）核准，公司向社会公 开发行人民币普通股（A 股）股票 8,000 万股，发行价格为人民币 3.98 元/股， 募集资金总额为人民币 318,400,000.00 元，扣除发行费用人民币 49,088,127.72 元，募集资金净额为人民币 269,311,872 ...

Core Viewpoint - Power semiconductors are at the heart of the energy revolution, experiencing dual opportunities from technological iteration and market expansion, with a focus on enhancing power performance while reducing power consumption [3]. Group 1: Overview of Power Semiconductors - Power semiconductors are essential components in various fields such as electric vehicles, industrial automation, photovoltaic power generation, energy storage systems, and consumer electronics, ensuring efficient energy conversion and control [4]. - The demand for power semiconductors is continuously rising due to the global energy transition and the acceleration of smart manufacturing, particularly in the electric vehicle and industrial equipment sectors [4]. - Power semiconductors can be categorized based on materials (silicon-based, compound devices) and applications (electric vehicle devices, power electronics devices, consumer electronics devices) [4][6]. Group 2: Market Growth and Trends - The global power semiconductor market is entering a high growth phase, driven by third-generation semiconductor materials like GaN and SiC, with a projected market size of $21.06 billion by 2031 and a CAGR of 21.0% from 2025 to 2031 [7]. - IGBT, MOSFET, and SiC devices are experiencing significant structural adjustments in market share, with IGBT expected to reach a market size of $21.1 billion by 2030, reflecting its extensive applications in industrial control and renewable energy systems [8]. - The transition from traditional silicon-based devices to third-generation semiconductor materials is accelerating, with SiC market size projected to grow from €3.1 billion to €9 billion from 2024 to 2029, indicating strong demand for advanced semiconductor technology [9]. Group 3: Current Stage of Power Semiconductors - The global power semiconductor market exhibits a significant Matthew effect, with international giants like Infineon, STMicroelectronics, and ON Semiconductor maintaining market dominance, while local Chinese manufacturers are rapidly emerging [11]. - Domestic companies like Silan Microelectronics and BYD Semiconductor are gaining market share, with predictions indicating that the Chinese IGBT market will exceed ¥60.1 billion by 2025, driven largely by electric vehicle demand [12]. - The domestic power semiconductor industry is supported by regional clusters and government policies, enhancing the competitiveness of local manufacturers and increasing the import substitution rate of key devices [12]. Group 4: Investment and Financing Dynamics - The power semiconductor market in 2025 is characterized by "policy stimulation and cyclical recovery," with domestic manufacturers accelerating the process of domestic substitution in sectors like electric vehicles and industrial automation [18]. - Capital investment in the power semiconductor industry is diverse, involving both startup and mid-sized company financing, as well as capacity expansion for leading manufacturers [18]. - The industry has faced challenges such as price wars and profit margin pressures due to rapid capacity expansion and product homogenization, necessitating a shift towards differentiated innovation [19].

Core Viewpoint - Galaxy Microelectronics (688689.SH) is actively engaged in the development and application of various semiconductor products, focusing on power devices and their integration into emerging markets such as robotics and low-altitude economy [1] Product Range - The company's product portfolio includes power device chips, MOSFETs, IGBTs, SiC devices, GaN devices, protection devices, rectifiers, small signal devices, optoelectronic devices, and analog ICs [1] - These products are widely used in sectors such as automotive electronics, energy power, industrial control, smart home, network communication, and computer peripherals [1] Market Applications - In the robotics sector, high-voltage MOS and silicon carbide power devices are utilized for power supply, while MOSFETs are employed in robotic joints [1] - In the low-altitude economy, drones utilize MOSFETs in power modules and motor drives [1] Market Focus - The company has been closely monitoring the robotics and low-altitude economy markets, conducting market research and exploring technological pathways in recent years [1]

Core Viewpoint - Dongwei Semiconductor (688261), known as the "first stock of charging pile chips," has seen its stock price plummet nearly 80% from a peak of 179.27 yuan to 38.63 yuan due to the downturn in the power semiconductor industry and increased competition [1] Company Performance - Dongwei Semiconductor was established in 2008 and operates as a fabless manufacturer of power semiconductors, with products widely used in various sectors including 5G base stations, data centers, and electric vehicle charging [1] - The company experienced significant growth from 2020 to 2022, with 2022 revenues reaching 1.116 billion yuan and net profits of 284 million yuan, marking year-on-year increases of 42.72% and 93.57%, respectively [4] - However, in 2023, the company reported a revenue decline of 12.86% to 973 million yuan, with net profit dropping over 50% to 140 million yuan [7][8] Competitive Landscape - Dongwei Semiconductor's gross margin has significantly decreased from 33.96% in 2022 to 22.73% in 2023 and further to 14.29% in 2024, indicating a loss of competitive edge compared to peers [8][9] - The company's inventory turnover efficiency has worsened, with inventory turnover days increasing from 56.31 days in 2021 to 146.74 days in 2024, leading to substantial asset impairment losses [11] New Business Development - Despite ongoing R&D investments and attempts to diversify product offerings, new business lines such as Super Silicon MOSFET and SiC devices have contributed minimally to overall revenue, maintaining a combined share of only about 4% from 2021 to 2024 [13][14] - The SiC market is expected to grow significantly, but Dongwei Semiconductor faces challenges due to its lack of technological advantages and the competitive landscape dominated by established players [17][19]

近年来，在全球能源转型与智能化浪潮快速发展的当下，功率半导体行业正经历着前所未有的 变革与机遇。 随着"双碳"目标的持续推进、可再生能源的大规模应用、新能源汽车的爆发式增长以及工业自动 化 和 大 数 据 中 心 的 快 速 发 展 ， 对 高 效 、 低 功 耗 、 可 靠 的 功 率 半 导 体 需 求 愈 发 迫 切 。 碳 化 硅 （SiC）、IGBT、MOSFET等关键产品与技术领域成为推动各行业转型升级的核心动力，迎来广 阔的发展空间。 瑞能半导体全球营销高级总监Daniel Lee向笔者强调，瑞能半导体致力于持续深耕高性能半导体 解决方案，以创新驱动产业升级，为市场和客户积极赋能，助力制造业智能化升级与碳中和目标 实现。 瑞能半导体携创新成果亮相2025慕展 据瑞能半导体大中华区销售总监于中豪介绍，瑞能始终专注于研发行业领先、广泛且深入的功率 半导体产品组合，公司主要产品包括SiC器件，可控硅整流器和晶闸管，快恢复二极管，TVS、 ESD，以及IGBT和模块等功率产品，广泛应用于消费电子、工业制造、新能源及汽车等领域， 在诸多产品类型和市场中均保持领先身位。 在此背景下，作为全球功率半导体领域的 ...

Group 1: Strategy and Advanced Manufacturing - The largest global analog chip sales company, TI, reported Q1 2025 revenue of $4.07 billion, a year-on-year increase of 11%, exceeding the guidance range of $3.74-4.06 billion set in Q4 2024 [2] - Gross margin was 56.8%, a decrease of 0.4 percentage points year-on-year, but better than previous guidance. For Q2 2025, revenue guidance is set at $4.17-4.53 billion, indicating a year-on-year growth of 19% at the midpoint [2] - Demand in the downstream industrial sector saw a 10% quarter-on-quarter increase in orders after seven consecutive quarters of decline, signaling a recovery across all areas and regions of the industrial market [2] - In the automotive sector, Q1 orders showed low single-digit growth, while the personal electronics sector experienced a 5% decline in orders. TI noted that inventory destocking in the analog sector is largely complete, with demand recovery trends also reflected in the latest earnings calls of competitors ADI and Renesas [2] Group 2: Company Performance - Yangjie Technology reported a 2024 revenue of 6.238 billion yuan, a year-on-year increase of 35.7%, with a gross margin of 38.2%, up 2.8 percentage points year-on-year. The net profit attributable to the parent company was 1.28 billion yuan, a 40.3% increase [3] - In Q1 2025, revenue reached 2.01 billion yuan, a year-on-year increase of 58.3%, with net profit attributable to the parent company at 450 million yuan, up 72.1% [3] - The revenue growth was driven by increased demand in the new energy vehicle, photovoltaic inverter, and industrial control sectors, alongside the ramp-up of new products like IGBT and SiC devices [3] - IGBT revenue for 2024 reached 1.28 billion yuan, a 75% increase, indicating strong competitiveness in new product development [3] Group 3: Consumer Sector - Ruoyu Chen achieved a revenue of 1.766 billion yuan in 2024, a year-on-year increase of 29.26%, with a net profit of 106 million yuan, up 94.58%. In Q1 2025, revenue was 574 million yuan, a 54.16% increase, with net profit growing 113.88% [5] - The self-owned brand business generated 500 million yuan in revenue in 2024, a 90% increase, accounting for 28% of total revenue. Brand management business revenue also reached 500 million yuan, growing over 200% [5] - Growth was driven by the introduction of new brands and the performance of existing brands across all channels, with significant growth in self-operated GMV on platforms like Douyin [5] - The company’s gross margin improved significantly, rising nearly 10 percentage points since the beginning of the year, reflecting effective product structure optimization and cost control [5]