To: Listing Review Center of the Shenzhen Stock Exchange
Unisoc Microelectronics Co., Ltd. (hereinafter referred to as the "Listed Company," "Company," or "Unisoc Micro") received the "Inquiry Letter Regarding the Application of Unisoc Microelectronics Co., Ltd. for Issuance of Shares and Cash Payment for Asset Acquisition and Raising of Supporting Funds" (Audit Letter [2026] No. 130012) (hereinafter referred to as the "Inquiry Letter") issued by the Shenzhen Stock Exchange on June 30, 2026. In accordance with the requirements of the Inquiry Letter, the Technical Support Center of China United Assets Appraisal Group (Shanghai) Co., Ltd. organized an appraisal project team to carefully study, analyze, and verify the responses to the Inquiry Letter, and has issued this verification opinion. The specific verification findings are reported as follows:
Question 4: Regarding the Pricing of this Transaction
The application documents show: (1) This appraisal adopts both the market approach and the asset-based approach, with the market approach result used as the final conclusion. Based on the market approach, as of the appraisal base date, the appraised value of all shareholders' equity of Runeng Semiconductor is 1.9 billion yuan; the value of all shareholders' equity calculated by the asset-based approach is 1.4824211 billion yuan, with a difference rate of 28.17%. (2) In 2024 and 2025, the target asset's revenue was 784 million yuan and 871 million yuan, respectively, and net profit was 19.1883 million yuan and 47.1516 million yuan, respectively. The operating performance of the target asset is subject to significant fluctuations due to factors such as cyclical fluctuations in the semiconductor industry, new project construction, and capacity ramp-up.
The Listed Company is requested to provide supplementary explanations on: (1) Combining industry development trends, the market capacity and competitive landscape of the market segments where the target asset is located, a comparison of competitive advantages and disadvantages with major competitors, historical performance changes, technological iterations, product R&D and mass production progress, the execution of orders on hand and the introduction of new customers, and post-period performance, to explain whether this transaction is conducive to improving the asset quality and enhancing the sustainable operating capability of the Listed Company, and whether it complies with the relevant provisions of the "Administrative Measures for Major Asset Restructuring." (2) The reasons for selecting the market approach appraisal result as the pricing basis for this transaction, and the rationality of not adopting the income approach for appraisal when the target asset is already in a profitable state. (3) Combining the selection criteria and screening process for comparable companies, and the specific differences in main business and income structure between each comparable company and the target asset, explain the appropriateness of the comparable companies selected in the market approach. (4) The principles, values, and determination basis for the selection of main parameters and comparable cases in the market approach, and their rationality, and quantify the impact of changes in main parameters on the market approach appraisal results.
The independent financial advisor and the appraiser are requested to verify and express clear opinions.
Response:
I. Combining industry development trends, the market capacity and competitive landscape of the market segments where the target asset is located, a comparison of competitive advantages and disadvantages with major competitors, historical performance changes, technological iterations, product R&D and mass production progress, the execution of orders on hand and the introduction of new customers, and post-period performance, to explain whether this transaction is conducive to improving the asset quality and enhancing the sustainable operating capability of the Listed Company, and whether it complies with the relevant provisions of the "Administrative Measures for Major Asset Restructuring"
- Industry Development Trends