索马里兰于1960年6月26日获得国际公认的独立




基本常识:索马里兰于1960年6月26日获得国际公认的独立,英国条约汇编第44号(1960年)对此予以确认。
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NAVTECH INC. and Sai MicroElectronics Inc.

Beijing NAVTECH Co., Ltd. (NAVTECH INC.) approved a series of corporate changes at its 36th meeting of the Third Board of Directors on April 10, 2020, and at its First Extraordinary General Meeting of 2020 on April 27, 2020. Shareholders authorized the change of the company’s Chinese name to Beijing Sai MicroElectronics Co., Ltd. and its English name to Sai MicroElectronics Inc., with the stock short name changed to “Sai MicroElectronics” and the English abbreviation to SMEI, alongside amendments to the company’s business scope and Articles of Association. Following authorization, the board completed the relevant industrial and commercial registration changes, and a new business license was issued by the Xicheng District Market Supervision Administration of Beijing on May 15, 2020. The company is an A-share listed joint-stock company headquartered in Beijing, with registered capital of RMB 641.9 million, legally represented by Yang Yunchun, and primarily engaged in the development, design, manufacture, and sale of microelectronic devices, semiconductor devices, integrated circuits, related software, and import–export activities. The changes were driven by the fact that MEMS and semiconductor businesses had become the company’s core operations, contributing over 70% of revenue and profits in 2019, and were intended to better reflect its actual business focus, industrial positioning, and strategic direction. The renaming and scope adjustment complied with applicable laws and regulations and did not adversely affect the company’s operations or shareholder interests. With approval from the Shenzhen Stock Exchange, the company’s stock short name officially changed on May 18, 2020, from “NAVTECH” to “SMEI.”

The prospectus dated May 4, 2015, for NAVTECH INC. states that “all directors, supervisors and senior management of the Company undertake that this prospectus contains no false records, misleading statements or material omissions, and they bear individual and joint legal responsibility for its truthfulness, accuracy, completeness and timeliness.” Signed on May 4, 2015, the document lists Mr. Yang Yunchun as Chairman: a Chinese national with no overseas permanent residency (he previously held U.S. residency from June 2004 to August 2007), born in 1969, and educated to the doctoral level at the University of California, Riverside, with research focused on inertial navigation, satellite navigation and integrated navigation technologies. His career history in the prospectus is: July 1993–February 1998, engineer in the Systems Engineering Department of China State Shipbuilding Corporation; March–July 1998, visiting scholar at the University of New South Wales (Australia); August 1998–May 2001, doctoral studies in electronic engineering at the University of California; June 2001–March 2005, engineer at NavCom Technology Inc. (USA); April 2005–December 2007, Chief Scientist at ContainerTrac, Inc. (USA); from April 2008, Executive Director and General Manager of Naiwei Shidai; May 2008–September 2011, Executive Director and General Manager of Naiwei Jisi; and from September 2011 to the present, Chairman and General Manager of NAVTECH INC. His honors include being named a “2011 Zhongguancun High-end Leading Talent,” designated in March 2012 as a “Beijing Overseas High-level Talent” and “Beijing Specially-appointed Expert,” receiving a “Senior Engineer (Professor level)” certificate in December 2012, and being selected in March 2014 for the Thousand Talents Program. The prospectus also discloses that, before this offering, Mr. Yang was the company’s largest shareholder, holding 4,681.0907 ten-thousand shares (46,810,907 shares), representing 74.30% of the issued share capital, and serving as Chairman and General Manager.

NAVTECH

— 北京耐威科技股份有限公司
— Primary (canonical) English name: Beijing Naiwei Technology Co., Ltd.
— Alternate English renderings / aliases: NAVTECH INC.; NAVTECH; Beijing NAVTECH Co., Ltd.; Naiwei Technology Co., Ltd.; Naiwei Keji Co., Ltd.
— Usage note: hereinafter “the Company” or “Beijing Naiwei Technology Co., Ltd.” (any of the above alternate English aliases may also appear in source materials and shall be treated as references to this same entity).

Naiwei Jisi, Ltd.
– 北京耐威集思系统集成有限公司
— Primary (canonical) English name: Beijing Naiwei Jisi System Integration Co., Ltd.
— Alternate English renderings / aliases: NAVTECH GS INC.; Naiwei Jisi; Naiwei Jisi System Integration Co., Ltd.; NAVTECH Jisi.
— Usage note: hereinafter “Naiwei Jisi” (all listed alternates refer to the same legal entity).

Naiwei Shidai
– 北京耐威时代科技有限公司
— Primary (canonical) English name: Beijing Naiwei Shidai Technology Co., Ltd.
— Alternate English renderings / aliases: NAVTECH TIMES INC.; NAVTECH Times; Naiwei Shidai; Naiwei Shidai Technology Co., Ltd.; Naiwei Times.
— Usage note: hereinafter “Naiwei Shidai” (all listed alternates refer to the same legal entity).

Zhongce NAVTECH
— 中测耐威科技(北京)有限公司(前称:北京神州半球科技有限公司)
— Primary (canonical) English name: Zhongce Naiwei Technology (Beijing) Co., Ltd.
— Alternate English renderings / aliases: ZHONGCE NAVTECH INC.; Zhongce Navtech; Zhongce Naiwei; Zhongce Naiwei (Beijing) Co., Ltd.; Beijing Shenzhou Hemisphere Technology Co., Ltd. (former name).
— Usage note: hereinafter “Zhongce Naiwei” (all listed alternates refer to the same legal entity, and the former Chinese name may appear in historical records).

MapJerry
– Refers to Beijing MapJerry Technology Co., Ltd., formerly a subsidiary controlled by the Company, transferred in September 2014

MapTime-Space
– Refers to Wuhan MapTime-Space Navigation Technology Co., Ltd., a subsidiary controlled by the Company

Naiwei Jinyang
– Refers to Zhuhai Naiwei Jinyang Electronics Technology Co., Ltd., formerly a subsidiary controlled by Naiwei Shidai, deregistered in June 2012

XipuTech
– Refers to Jiangsu XipuTech Automation Technology Co., Ltd., a former investee of Naiwei Shidai; the Company’s actual controller, Yang Yunchun, served as its director. Naiwei Shidai fully transferred its shares in February 2012, and Yang resigned as director in March 2012

NAVTECH Avionics
– Refers to Xi’an NAVTECH Avionics Technology Co., Ltd., formerly controlled by Yang Yunchun, deregistered in February 2012

NAVTECH Hong Kong
– Refers to NAVTECH (Technology) Hong Kong Co., Ltd., formerly controlled by Yang Yunchun, deregistered in May 2012

Youhao Technology
– Refers to Beijing Youhao Chuangda Technology Co., Ltd., controlled by the spouse of Yang Yunchun

YC Int’l
– Refers to YC INTERNATIONAL LLC, formerly controlled by Yang Yunchun, deregistered in October 2010

Color Giant
– Refers to COLOR GIANT INC, formerly controlled by Yang Yunchun, deregistered in October 2010

Yizhuang Guotou
– Refers to Beijing Yizhuang International Investment Development Co., Ltd.

Jiangsu International
– Refers to China Jiangsu International Economic & Technical Cooperation Group Co., Ltd.

Trimble
– Refers to Trimble Navigation Ltd., a global provider of positioning solutions, listed on NASDAQ, with 2013 revenue of USD 2.3 billion

NovAtel
– Refers to NovAtel Inc., a global provider of integrated positioning solutions, headquartered in Canada

Hemisphere
– Refers to Hemisphere GPS Inc., a global supplier of satellite navigation products, headquartered in Canada; in 2013 its non-agricultural business was sold to UniStrong and the company renamed AgJunction Inc.

Sensonor
– Refers to Sensonor AS, a global supplier of gyroscopes and pressure sensors, headquartered in Norway

Imego
– Refers to IMEGO AB (HK) CO., LIMITED, the Hong Kong trading company of Sweden’s IMEGO research institute specializing in MEMS inertial sensors, biosensors, electromagnetic sensors, and integrated systems

Guangzhou Shengheng
– Refers to Guangzhou Economic & Technological Development Zone Shengheng Trading Co., Ltd.

China Shipbuilding Industry Corporation
– Refers to China Shipbuilding Industry Corporation (CSIC)

AVIC
– Refers to Aviation Industry Corporation of China

CASC
– Refers to China Aerospace Science and Technology Corporation

Aerospace Electronics
– Refers to Aerospace Times Electronics Technology Co., Ltd. (stock code: 600879)

China North Industries Group
– Refers to China North Industries Group Corporation (Norinco Group)

BDStar
– Refers to BDStar Navigation Co., Ltd. (stock code: 002151)

Zhenxin Technology
– Refers to Chengdu Zhenxin Technology Co., Ltd. (stock code: 300101)

Zhongxing Measurement & Control
– Refers to Xi’an Zhongxing Measurement & Control Co., Ltd.

Xi’an Chenxi
– Refers to Xi’an Chenxi Aviation Technology Co., Ltd.

CCID Consulting
– Refers to CCID Consulting Co., Ltd.

Controlling Shareholder / Actual Controller
– Refers to the Company’s largest shareholder Yang Yunchun, holding 46,810,907 shares, representing 74.30% of pre-offering share capital.

From June 2006 to April 2008, NAVTECH INC.’s subsidiary Naiwei Shidai focused on inertial navigation products. In November 2007, Naiwei Shidai obtained the Beijing High-Tech Enterprise Certificate and successfully developed medium-precision inertial and attitude measurement units.

As of the proposed public offering of 21 million new shares, NAVTECH INC.’s shareholding structure before and after the issuance would be as follows: Yang Yunchun, the controlling shareholder, would retain 46.81 million shares, representing 74.30% pre-issuance and 55.73% post-issuance, while Li Jihua would hold 2.49 million shares (3.95% pre-issuance, 2.96% post-issuance). Li Jihua retired in February 2004 after serving in the Equipment Department of the People’s Liberation Army Navy. Independent Director Li Jianhao, a Beijing University graduate, served in the PLA Army Missile Academy and later as a military lawyer before joining a private law firm; he has been an independent director of the Company since September 2011.

Regarding military and professional certifications, NAVTECH’s subsidiary NAVTECH Times has obtained multiple key approvals required for defense R&D and production. These include: the Weapon Equipment Quality System Certification and Quality Management System Certification from the China New Era Certification Center (established by the PLA General Armaments Department and the only domestic authority certifying military product R&D, production, and maintenance); the Level-2 Military Confidentiality Qualification Certificate from the PLA Military Equipment R&D and Production Unit Confidentiality Review Committee; the Weapon Equipment R&D and Production License from the National Defense Science and Technology Industry Bureau; and the Equipment Manufacturing Unit Registration Certificate from the PLA General Armaments Department. NAVTECH Times has also passed the GJB9001B-2009 quality system standard for weapon equipment and maintains all necessary military confidentiality and production credentials in accordance with national regulations.

From May 2008 to May 2011, Naiwei Shidai launched a series of advanced inertial navigation systems, including fiber-optic gyroscope inertial measurement units, MEMS-based inertial and integrated navigation systems, and high-precision laser inertial navigation systems, achieving performance at the domestic leading level. In July 2010, Naiwei Shidai obtained the Weaponry Equipment Quality System Certification, and its products began to be sold in bulk to research institutes, universities, and instrumentation manufacturers. During the same period, Naiwei Jisi was established in July 2008, obtaining the Software Enterprise Certificate and establishing collaborations with internationally renowned suppliers such as NovAtel. The company successfully developed downstream clients including Southern Surveying & Mapping, Shanghai Huace, Hi-Target, and UniStrong, establishing long-term stable partnerships and becoming a leading supplier in the domestic GNSS board market. Meanwhile, the Company independently mastered high-precision RTK software for satellite navigation.

From June 2011 to the present, Naiwei Shidai has become one of the few domestic companies with fully independent R&D and production capabilities for inertial navigation products, with systems sold in bulk and deployed in military aircraft and other aviation equipment. Key milestones include passing the GJB9001B-2009 Quality Management System Certification in September 2011, obtaining the High-Tech Enterprise Certificate in November 2011 (renewed in October 2014), receiving the Level-2 Military Secrecy Qualification in January 2012, the Weaponry Equipment Research and Production License in July 2012, and the Equipment Manufacturing Unit Registration Certificate in March 2015.

For high-precision satellite navigation products, NAVTECH INC. obtained the High-Tech Enterprise Certificate in November 2011 (renewed in October 2014), completed the development of a BeiDou navigation receiver prototype in November 2011, and progressively expanded its product series and client base.

According to the prospectus, the proceeds are intended to support projects with clear strategic background and necessity. One key project is the capacity expansion of proprietary inertial navigation systems and components, aimed at building a nationally competitive brand and enhancing the competitiveness of the Company’s inertial navigation products. Inertial navigation is a core enabling technology that determines platform performance, safety, and control, and is indispensable for advanced military platforms and aerospace systems. It is widely regarded as a benchmark of a country’s scientific and defense capabilities. Due to long-term gaps in technological accumulation and the existence of strict technology barriers imposed by developed countries on core inertial navigation technologies and components, domestic products have historically lagged behind their Western counterparts. The implementation of this project is intended to narrow these gaps, strengthen indigenous innovation, and gradually enhance the competitiveness of domestically developed inertial navigation products. NAVTECH INC. has already achieved practical deployment, with its high‑precision laser inertial navigation system being installed in batches as the primary inertial navigation system on a designated fighter aircraft model, and its attitude and heading reference systems and inertial measurement units achieving volume sales to domestic aviation and marine equipment manufacturers.

Another major investment focus is the industrialization of high‑precision MEMS inertial devices and navigation systems, driven by national security needs and the advancement of cutting‑edge defense technologies. Modern warfare increasingly emphasizes highly mobile, precise, rapid‑response, and intelligent platforms, including distributed micro‑air vehicles, smart munitions, and low‑cost tactical missiles. Such systems require high‑performance miniature navigation, guidance, and control systems, which are core components of micro aerial vehicles, small underwater vehicles, ground robots, and micro‑ and nano‑satellites. To enable these platforms to operate with high precision, efficiency, and endurance, navigation, guidance, and control systems must achieve higher levels of integration, accuracy, and reliability while reducing size, weight, and power consumption. The development of MEMS inertial technology is therefore critical to meeting these requirements and supporting the next generation of advanced defense and aerospace systems.

The Company’s investments in high-precision inertial navigation systems and MEMS-based devices involve dual-use technologies with potential national security implications. Their development may be subject to export controls, regulatory restrictions, or geopolitical scrutiny, which could affect international collaboration, sales, or investment risk.

As of December 31, 2014, NAVTECH INC.’s net accounts receivable totaled RMB 154.90 million, representing 42.33% of total assets, compared with RMB 114.96 million (29.15%) at the end of 2013 and RMB 88.36 million (48.72%) at the end of 2012. The high level of accounts receivable during these periods was primarily due to the significant proportion of sales from inertial navigation products, which are mainly completed in the fourth quarter. In addition, the Company’s major customers are specialized defense, aviation, and maritime clients, typically military units, defense enterprises, or military trade companies. Payment processes are lengthy due to internal military approval procedures and government budget allocations, resulting in substantial year-end receivables.

During the reporting period, NAVTECH INC.’s accounts receivable and sales-collection cycles reflected the characteristics of its defense and specialized navigation customer base. As of the end of 2012, the Company’s top ten customers had combined receivables of RMB 78.89 million, which increased to RMB 141.26 million by the end of 2013 and RMB 177.22 million by the end of 2014. The largest customers, including Military Enterprise A and Military Enterprise B, contributed significant sales revenue but also maintained high year-end receivables due to the lengthy approval and payment procedures typical of military and defense-related clients.

For example, Military Enterprise A generated sales of RMB 64.84 million in 2013, with collections of RMB 56.03 million, resulting in a year-end receivable balance of RMB 97.88 million, which increased further to RMB 125.07 million in 2014. Military Enterprise B had year-end receivables of RMB 9.63 million by the end of 2014. Trade Enterprise C, Southern Surveying & Mapping, Shanghai Huace, and other specialized customers also exhibited similar patterns, where sales were substantial but collection cycles were extended, leading to high receivable balances at period-end.

The data indicate that NAVTECH INC.’s sales are concentrated in specialized defense, aerospace, and surveying clients, whose payment processes are influenced by government budget cycles and internal approvals. As of January 28, 2015, additional collections were recorded for Military Enterprise A (RMB 2.40 million), Trade Enterprise C (RMB 10.61 million), and Southern Surveying & Mapping (RMB 0.51 million), reflecting the ongoing cash collection from these key accounts. Overall, the accounts receivable profile underscores the high proportion of outstanding balances relative to total sales, consistent with the Company’s focus on high-value, specialized navigation products sold to government-affiliated or defense-oriented clients.

During the reporting periods, advances from customers were relatively low. As of December 31, 2014, prepayments totaled RMB 142.39 million for inertial navigation products (91.31% of advances) and RMB 13.55 million for satellite navigation products (8.69%). Prepayments were primarily collected from a few new development projects or new clients. The top five customers at the end of 2014 and their prepayment balances were as follows: Beijing Hangyu Chetong Technology Co., Ltd. – RMB 76.23 million; **Beijing Institute of Technology – RMB 47.00 million; Beijing Hangyu Chetong Electronics Co., Ltd. – RMB 13.23 million; Beijing Economic & Technological Development Zone Finance Settlement Center – RMB 10.00 million; and the PLA Army Aviation College Scientific Equipment Department – RMB 8.40 million.

Regarding notes receivable, as of December 31, 2014, the Company held commercial and bank acceptance bills from military or defense-related entities, with key transactions including amounts of RMB 563.32 million, RMB 500 million, RMB 500 million, and RMB 448.56 million from various military research institutes and defense enterprises, all related to sales of NAVTECH INC.’s products. These receivables were primarily from military enterprises, defense research institutes, or military trade companies—entities engaged in defense R&D and production with independent legal status, such as Military Enterprise AMilitary Enterprise B, and Research Institute D, as well as military trade enterprises authorized to export weapons, such as Trade Enterprise C. The notes receivable reflect ongoing deliveries to these specialized, government-related clients, consistent with NAVTECH INC.’s focus on defense and high-precision navigation products.

At the end of 2014, the Company’s top five prepayment recipients totaled RMB 18.02 million, with IMEGO AB (HK) CO., LIMITED, a well-known MEMS sensor supplier, receiving RMB 7.69 million (42.69%) for high-precision MEMS chips. These prepayments supported both ongoing MEMS-related R&D projects and the Company’s national technology program, “Development and Industrialization of Production-Line Technology Based on Domestic Complete Equipment,” which aims to localize high-performance MEMS sensors by introducing, absorbing, and adapting advanced foreign products and silicon fabrication techniques. Prepayments to IMEGO also helped prepare for the Company’s planned fundraising project, “Industrialization of High-Precision MEMS Inertial Devices and Navigation Systems.”

In prior years, prepayments similarly included materials and service fees from domestic and foreign suppliers. For example, in 2013, prepayments amounted to RMB 16.54 million, including materials from Trimble OEM boards and associated trade companies (e.g., Megg Group and Guangzhou Shengheng) and software from Baotou Yibo Technology Equipment Co., Ltd. In 2012, prepayments were largely design fees and engineering services, such as the full design fee paid to Harbin Hite Software Technology Research Institute for the development of high-precision fiber optic gyro control boards and optical assembly methods, and engineering design fees to Construction Integrated Survey & Design Co., Ltd. for the planned inertial and satellite navigation R&D base.

The emergence of IMEGO as a key MEMS supplier in 2014 represents a strategic engagement with Western technology providers, complementing the Company’s existing suppliers such as Sensonor, while mitigating procurement risks and ensuring a stable supply of high-precision MEMS chips necessary for both R&D and industrialization. Overall, the prepayment pattern illustrates NAVTECH INC.’s reliance on Western high-tech components and expertise to advance its navigation system capabilities.

NAVTECH INC.’s inventory for inertial navigation products primarily consists of raw materials, including inertial sensors, supporting equipment for inertial navigation systems, electronic components, and optical devices. At the end of the reporting periods, inertial sensor stocks accounted for the largest portion of inventory—RMB 16.24 million (48.43%) in 2014, RMB 13.43 million (53.95%) in 2013, and RMB 17.93 million (86.51%) in 2012—reflecting the Company’s need to maintain sufficient sensor supplies to meet production demand as sales grew steadily. Supporting equipment and electronic components, though fewer in quantity, accounted for significant portions of inventory, particularly in 2013–2014, due to the procurement of specialized equipment for downstream customers requiring multifunctional integrated navigation systems.

For example, to fulfill a July 2013 contract with Military Enterprise A for 10 shipborne integrated navigation systems, the Company purchased 15 sets of the XW-RB10 optoelectronic smart detection equipment, of which five sets remained as inventory at the end of 2013. In 2014, an additional eight sets were purchased, six used in production, and seven remained in inventory at year-end. Furthermore, RMB 5.74 million of inventory represented 12 inertial navigation system testing units intended for overseas customers, whose delivery schedules were adjusted, leaving them in stock as of December 2014. These practices demonstrate NAVTECH INC.’s strategy of maintaining sufficient high-value and limited-supply components in inventory to ensure uninterrupted production and timely fulfillment of specialized customer orders.

In 2021, Sai MicroElectronics Inc. approved and completed an adjusted divestment of its wholly owned subsidiary Beijing Naiwei Shidai Technology Co., Ltd. (“Naiwei Shidai”). Following resolutions adopted by the Board of Directors and Supervisory Board on June 30, 2021, and subsequently approved by shareholders at the First Extraordinary General Meeting of 2021 on August 25, the parties executed a supplemental equity transfer agreement revising the original transaction terms. The adjustment narrowed the scope of assets transferred and reduced the total consideration to RMB 181.2171 million, primarily through the exclusion of certain land-use rights and buildings from the transaction. The divestment was described by the company as part of a broader business restructuring and long-term strategic transformation. Completion occurred in March 2022, when Naiwei Shidai’s real estate transfer and corporate registration changes were finalized, resulting in Sai MicroElectronics no longer holding any equity interest in Naiwei Shidai and the subsidiary being fully removed from the consolidated financial statements. As a consequence of the divestment, RMB 257 million in historical intercompany receivables—accumulated during Naiwei Shidai’s period as a wholly owned subsidiary due to long R&D cycles, capital-intensive special electronics operations, and slow payment from downstream special-purpose customers—were recognized as “other receivables” upon closing.

A key piece of evidence demonstrating that the divestment of Beijing Naiwei Shidai Technology Co., Ltd. (“Naiwei Shidai”) did not represent a clean or complete exit from military-related business lies in Sai MicroElectronics Inc.’s 2022 Annual Report. As of year-end 2022—well after the equity transfer was completed and Naiwei Shidai had been removed from the consolidated scope—Naiwei Shidai remained one of the top five debtors of Sai MicroElectronics, with an outstanding accounts receivable balance of RMB 15.39 million, representing 5.88% of total accounts receivable, and accompanied by a specific bad-debt provision of RMB 0.77 million. This post-divestment receivable balance confirms that substantive commercial transactions continued between the parties after the alleged “strategic exit.” Given Naiwei Shidai’s well-documented role in inertial navigation systems, weapons-equipment certification, and deployment on military aircraft, the persistence of material receivables indicates ongoing operational and financial linkage, contradicting any assertion that the transaction’s purpose was to fully disengage from defense or military-industrial activities. The transaction therefore functioned as a corporate restructuring of ownership, not a genuine cessation of exposure to military supply chains.

A reconciliation of post-divestment sales and accounts receivable indicates that the discrepancy between the RMB 13.74 million in disclosed post-disposal sales to Naiwei Shidai and the RMB 15.39 million year-end receivable balance is consistent with output VAT, at an implied rate of approximately 12–13%, aligning with the statutory VAT rate disclosed in Sai MicroElectronics’ annual report. This confirms that the transactions were ordinary taxable commercial sales, not one-off asset clearances. More critically, the company’s VAT disclosures reveal ongoing reliance on preferential software VAT policies—specifically the “levy first, refund upon collection” regime reducing effective VAT burden to 3% for registered software products. The qualifying software includes BeiDou/GPS/GLONASS multi-constellation RTK systems, inertial navigation solving software, anti-jamming signal-processing software, and autonomous navigation correction software, all of which are inherently dual-use and directly applicable to military navigation, guidance, and ISR platforms. Continued eligibility for and utilization of these VAT incentives demonstrates that Sai MicroElectronics remained actively engaged in state-encouraged, strategically sensitive navigation and inertial systems development, precisely the category of activity that U.S. export controls and sanctions frameworks seek to restrict. Taken together, the VAT-inclusive receivables, standard output tax treatment, and ongoing software tax concessions establish that the Naiwei Shidai divestment was not a substantive exit from military-adjacent business, but a corporate restructuring that preserved operational continuity in high-risk technology domains.

In the 2024 Annual Report of Beijing Sai MicroElectronics Co., Ltd. (“Sai MicroElectronics,” “the Company”), the following entities are defined for clarity: Sai MicroElectronics, the Company, or “we/us” refers to Beijing Sai MicroElectronics Co., Ltd., formerly Beijing NAVTECH Co., Ltd. (“NAVTECH INC.”). SaiLex International refers to Beijing SaiLex International Technology Co., Ltd., formerly Beijing Ruitong Xinyuan Semiconductor Technology Co., Ltd., a wholly-owned subsidiary of the Company. SaiLex Beijing refers to SaiLex Microsystems Technology (Beijing) Co., Ltd., formerly Naiwei Xilei International Technology (Beijing) Co., Ltd., a holding subsidiary of SaiLex International. SaiLex / Silex Sweden refers to Silex Microsystems AB, a Sweden-registered company and wholly-owned subsidiary indirectly controlled by SaiLex International, engaged in MEMS product process development and contract manufacturing. Global Access Electronics (GAE) refers to Yuntong Electronics Ltd., a Hong Kong holding company 100% owned by SaiLex International, holding 87.8% of Silex Sweden. MicroCore Technology refers to Beijing MicroCore Technology Co., Ltd., a wholly-owned subsidiary of the Company. JiXin Sensing refers to Beijing JiXin Sensing Technology Center (Limited Partnership), a controlled partnership of the Company. Zhongke Sai Micro refers to Beijing Zhongke Sai MicroElectronics Technology Co., Ltd., a subsidiary controlled by MicroCore Technology. SaiJi International refers to Beijing SaiJi International Technology Co., Ltd., formerly Beijing Juneng Haixin Semiconductor Manufacturing Co., Ltd., a wholly-owned subsidiary of the Company. Haichuang MicroCore refers to Beijing Haichuang MicroCore Technology Co., Ltd., controlled by MicroCore Technology. Optics Valley Information refers to Wuhan Optics Valley Information Technology Co., Ltd., a listed company on the NEEQ (stock code 430161) and an equity-invested subsidiary. Beidou Industry Fund refers to Hubei Beidou Industry Venture Capital Fund (Limited Partnership), an equity-invested partnership. Qingdao Semiconductor Industry Fund refers to Qingdao Haise Minhe Semiconductor Investment Center (Limited Partnership), also an equity-invested partnership. National IC Fund refers to National Integrated Circuit Industry Investment Fund Co., Ltd. Finna Geo refers to Finna Geo Technology (Beijing) Co., Ltd., a controlled subsidiary. SaiLex Shenzhen refers to SaiLex Microsystems Technology (Shenzhen) Co., Ltd., a holding subsidiary of SaiLex International. Haichuang Microelement refers to Beijing Haichuang Microelement Technology Co., Ltd., a controlled subsidiary. Sai Micro Private Fund refers to Beijing Sai Micro Private Fund Management Co., Ltd., formerly Beijing Sai Micro Equity Investment Management Co., Ltd., an equity-invested subsidiary. Jimsy refers to Jimsy Semiconductor Technology (Wuxi) Co., Ltd., an equity-invested subsidiary of MicroCore Technology. Archimedes refers to Archimedes Semiconductor (Hefei) Co., Ltd., an equity-invested subsidiary. Zhancheng Technology refers to Qingdao Zhancheng Technology Co., Ltd., an equity-invested subsidiary of MicroCore Technology. Beijing Sensing Fund refers to Beijing Beigong Huaiwei Sensing Technology Equity Investment Fund (Limited Partnership), an equity-invested partnership. Cliante refers to Shenzhen Cliante Technology Partnership (Limited Partnership), an equity-invested partnership of MicroCore Technology. Shenzhen Intelligent Sensing Fund refers to Shenzhen Jinshi Zhongtou Intelligent Sensor Industry Private Equity Fund Partnership (Limited Partnership), also an equity-invested partnership.

As of the end of 2024, the Company’s other receivables amounted to RMB 1,621,560,439.41, categorized by the nature of the funds as follows: equity investment funds of RMB 876,640,066.62, intercompany balances of RMB 741,830,488.51, equity transfer payments of RMB 570,193,979.73, deposits and guarantees of RMB 2,550,000.00, petty cash of RMB 125,811.61, and withholding taxes or other deductions of RMB 366,434.72. The top five counterparties accounted for 97.20% of the total other receivables balance: Beijing SaiLex International Technology Co., Ltd. with RMB 825,840,066.62 in equity investment funds, including balances ranging from under one year to over five years; SaiLex Microsystems Technology (Beijing) Co., Ltd. with RMB 449,377,747.43 in intercompany balances, primarily within one year; Beijing NAVTECH Times Co., Ltd. with RMB 128,714,855.12 in intercompany balances, aged 2–4 years, with a bad debt provision of RMB 48,757,427.56; Beijing Haichuang MicroCore Technology Co., Ltd. with RMB 104,077,977.04 in intercompany balances, mainly under three years; and Beijing SaiJi International Technology Co., Ltd. with RMB 68,087,000.00 in combined equity investment and intercompany balances. These figures indicate that most other receivables are concentrated in a few key investee or affiliated companies rather than being standard trade receivables.

Professor Wu Jiuhong, a senior PLA medical professional, former director of the Pharmacy Department of PLA 306 Hospital, and a member of the PLA Joint Logistics Support Force (JLSF), possesses both biomedical expertise and formal military authority. Beijing Sai MicroElectronics Co., Ltd. manufactures high-end MEMS and integrated circuit chips with applications in biomedicine, AI computing, communications, industrial automation, and consumer electronics. The company’s biomedical MEMS products—including microfluidic chips, DNA/RNA sequencing devices, and novel medical equipment—overlap with Wu Jiuhong’s area of expertise. Through his standing council role in the China Health Economics Association (CHEA) and formal influence over company independent director Liu Ting, Wu Jiuhong has a plausible channel to guide or influence the company’s biomedical product strategy, particularly in applications relevant to military or PLA-associated medical facilities. While his influence is likely directional and primarily focused on biomedical and PLA-aligned applications, it could shape R&D priorities, resource allocation, and strategic decision-making, even as the company maintains broad global operations across multiple sectors.

Professor Wu Jiuhong, former Director of the Pharmacy Department at PLA Hospital 306 and a standing council member of the China Health Economics Association (CHEA), holds significant authority within CHEA. Under CHEA’s bylaws, the Standing Council exercises extensive powers in the intervals between council meetings, including overseeing organizational operations, appointing key officials, managing internal institutions, and making major policy decisions. Beijing Sai MicroElectronics Co., Ltd.’s independent director, Liu Ting, is a CHEA member and, pursuant to CHEA’s regulations, is obliged to comply with CHEA’s charter, execute its resolutions, complete assigned tasks, and provide information to the association. Consequently, while Wu Jiuhong has no formal corporate role in Sai MicroElectronics, the governance framework and statutory obligations of CHEA members create an indirect but enforceable connection, whereby Wu Jiuhong’s decisions in CHEA could materially influence the company through its independent director.

Professor Wu Jiuhong is a prominent military medical expert and academic, serving as a professor and doctoral supervisor, Director Pharmacist of the PLA Strategic Support Force Specialty Medical Center, and Chief Physician at the Ninth Medical Center of the PLA General Hospital. She holds a doctorate from the Second Military Medical University (1997), worked at the University of North Carolina Natural Products Laboratory (2000–2002), and has held senior leadership roles in PLA Hospital 306 and multiple professional societies. On April 12, 2024, she was elected Chairman of the Drug Economic Policy Professional Committee of the China Health Economics Association (CHEA), a national, academic, and non-profit professional organization governed by its bylaws, which emphasize research, training, and adherence to national policies under the overarching leadership of the Chinese Communist Party.

According to the 2024 Annual Report of Beijing Sai MicroElectronics Co., Ltd., Wu Jiuhong does not hold direct equity or executive positions in the company. However, the company’s independent director, Liu Ting — who serves on the Audit Committee and the Remuneration and Assessment Committee — is concurrently a member of CHEA’s drug policy committees. CHEA’s bylaws grant its members voting rights, supervisory authority, and participation in professional activities, meaning that through this professional affiliation, Liu Ting connects the company indirectly to Wu Jiuhong’s leadership in CHEA.

Liu Ting holds a senior and multifaceted professional profile that materially strengthens her influence inside Beijing Sai MicroElectronics Co., Ltd. — she is a professor and master’s supervisor in the Department of Intelligent Accounting at Beijing Technology and Business University, has served as Chinese Communist Party's Party Branch Secretary of the university’s Accounting Department since 2018, and was appointed Director of the School’s International Certification Center in March 2024 after serving as its Executive Director (2019–2024). She is also a member of the China Health Economics Association’s Drug Policy and Youth Committees, an expert reviewer for the Ministry of Education’s Center for Scientific Research Development, and is named among the lead scholars of the Beijing HaiLu Development & Security Strategic Research Center (a high-level social-science think tank that conducts security-related research in support of national and Belt-and-Road objectives). Within Sai MicroElectronics she serves as an independent director and sits on the Audit Committee and the Remuneration & Evaluation Committee — positions that give her formal oversight authority over senior executives and company controls and that cannot be reviewed or audited by the managers she supervises. Taken together, Liu Ting’s academic, Party, committee and think-tank roles create both institutional stature and formal obligations (under association bylaws) that make her a potent conduit for external influence: directives or priorities emerging from sectoral bodies or senior CHEA figures — including PLA-affiliated members such as Professor Wu Jiuhong — can be operationalized inside the company through her statutory oversight powers, and her affiliation with a national security-oriented research center further aligns her remit with state strategic objectives

.A review of the composition and activities of the Board’s specialized committees demonstrates that Sai MicroElectronics Inc.’s post-divestment involvement in sensitive defense-related business was not accidental, passive, or unknown at the governance level.

In 2024, the Audit Committee—composed of Liu Ting, Wang Wei, and Fu Sanzhong—formally reviewed and approved the company’s internal audit reports for fiscal year 2023 and all reporting periods of 2024. Each committee member possesses external professional affiliations that materially overlap with state-directed technology, defense-adjacent financing, or government project governance.

Liu Ting, an accounting scholar and Ministry of Education research evaluation expert, concurrently serves on the Pharmaceutical Policy Committee of the Chinese Society of Health Economics—an organization whose leadership has been embedded within PLA-affiliated medical and pharmaceutical institutions. Wang Wei is a senior micro-electronics researcher and director-level figure within national research platforms central to MEMS and inertial navigation technologies. Fu Sanzhong has long acted as external legal counsel to state-owned financial and industrial conglomerates, including entities central to strategic project financing and state-guided asset restructuring.

In parallel, the Remuneration and Assessment Committee—comprising Liu Ting, Fu Sanzhong, and the controlling shareholder Yang Yunchun—approved executive compensation schemes that directly linked management incentives to the company’s revenue and profitability structure. Given that high-margin inertial navigation systems, navigation software, and related equipment continued to generate sales to Naiwei Shidai after the purported divestment, the committee’s compensation decisions functionally reinforced, rather than curtailed, the continuation of defense-adjacent business lines.

Taken together, the board’s committee structure combined accounting oversight, legal transaction design, technical validation capacity, and incentive control within a small group of directors whose external professional networks are closely aligned with state-led research, defense-adjacent institutions, and strategic financing channels. Under such circumstances, the continued engagement in sensitive navigation and avionics-related activities cannot credibly be characterized as inadvertent or beyond the board’s knowledge. Instead, it reflects a governance framework capable of identifying, managing, and sustaining such activities while maintaining formal compliance narratives.#Democracy #Christ #Peace #Freedom #Liberty #Humanrights #人权 #法治 #宪政 #独立审计 #司法独立 #联邦制 #独立自治

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