Explanation of Financial Matters in the Audit Inquiry Letter Regarding Yingfang Microelectronics Co., Ltd.'s Application for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds
Tianjian Han [2026] No. 1054
Shenzhen Stock Exchange:
We have received the "Audit Inquiry Letter Regarding Yingfang Microelectronics Co., Ltd.'s Application for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds" (Audit Letter [2026] No. 130015, hereinafter referred to as the "Audit Inquiry Letter") forwarded by Yingfang Microelectronics Co., Ltd. We have prudently reviewed the financial matters mentioned in the Audit Inquiry Letter concerning Yingfang Microelectronics Co., Ltd. (hereinafter referred to as "Yingfang Micro" or the "Listed Company") and report as follows. (Unless otherwise specified, the definitions of abbreviations or terms used in this explanation are the same as those in the "Report (Draft) on Yingfang Microelectronics Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raising of Supporting Funds and Related Party Transactions"; the unit for monetary amounts involved is RMB 10,000; some totals may differ from the sum of individual items due to rounding.)
I. Regarding the Performance of the Target Assets
Application documents and public information show: (1) The listed company intends to acquire 100% of the shares of Shanghai Shockley Information Technology Co., Ltd. (hereinafter referred to as "Shanghai Shockley" or the "Target Asset") by issuing shares and paying cash. In 2024 and 2025, the target asset achieved sales revenue of RMB 1,345,965,300 and RMB 1,629,866,800, respectively, with a year-on-year increase of 21.09% in 2025. The gross profit margin of the target asset's main business was 12.36% and 11.60%, respectively, higher than the average gross profit margin of comparable companies in the same industry; the R&D expense ratio was 0.63% and 0.52%, respectively, lower than the average of comparable companies in the same industry. (2) The target asset is an important authorized distributor of electronic components in the Asia-Pacific region for the ROHM Group (ROHM Co., Ltd.) (hereinafter referred to as "ROHM") and the Toshiba Group (Toshiba Corporation) (hereinafter referred to as "Toshiba"). During the reporting period, the target asset's procurement amount from its top five suppliers accounted for 91.90% and 90.54% of the total procurement amount for the respective periods, among which the procurement amount from ROHM accounted for 53.54% and 57.58% of the total procurement amount, and the procurement amount from Toshiba accounted for 21.50% and 16.06% of the total procurement amount. (3) The target asset's customers are mostly leading enterprises in industries such as automotive electronics, industrial new energy, and consumer electronics. The revenue from the top five customers accounted for 44.45% and 46.87% of the total revenue for the respective periods of the reporting period. (4) The target asset submitted applications for an initial public offering and indirect listing on the Main Board of the Stock Exchange of Hong Kong Limited twice in 2019, but both applications lapsed as they failed to pass the hearing within 6 months. The target asset submitted a listing guidance filing to the China Securities Regulatory Commission in December 2022 and withdrew the guidance filing in December 2024.