| A | 股代码：688347 | A 股简称：华虹公司 | 公告编号：2025-024 | | --- | --- | --- | --- | | 港股代码：01347 | | 港股简称：华虹半导体 | | 华虹半导体有限公司 董事会决议公告 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、准确性和完整性依法承担法律责任。 一、董事会召开情况 华虹半导体有限公司（以下简称"公司"或"上市公司"）董事会于 2025 年 8 月 29 日作出董事会决议。本次会议由董事长唐均君先生主持，会议的召集、 表决程序符合《香港联合交易所有限公司证券上市规则》《上海证券交易所科创 板股票上市规则》和《华虹半导体有限公司之组织章程细则》的规定。 二、董事会会议审议情况 （一）同意《关于公司发行股份及支付现金购买资产并募集配套资金暨关 联交易符合相关法律法规的议案》 根据《中华人民共和国证券法》《上市公司重大资产重组管理办法》（以下 简称"《重组管理办法》"）、《上市公司证券发行注册管理办法》《上市公司 监管指引第 9 号——上市公司筹划和实施重大资产重组的监管要求》《上 ...

Core Viewpoint - Huahong Company plans to acquire a 97.4988% stake in Huali Micro through a combination of share issuance and cash payment, with the stock resuming trading on September 1 [1] Group 1: Transaction Details - The acquisition is expected to not constitute a major asset restructuring but will involve related party transactions [1] - The company intends to issue shares to no more than 35 qualified investors to raise matching funds for the acquisition [1] Group 2: Strategic Benefits - The target company provides 12-inch integrated circuit wafer foundry services, enhancing Huahong's production capacity in this area [2] - Both companies share 65/55nm and 40nm process foundry technologies, allowing for deep complementary advantages and broader application scenarios [2] - The integration of R&D resources and core technology sharing is anticipated to lead to synergies in process optimization, yield improvement, and device structure innovation [2] - The company aims to achieve integrated management through deep-level integration in internal management, process platforms, custom design, and supply chain, enhancing market share and profitability [2]

A股芯片巨头华虹公司(688347.SH)公告称，公司拟以发行股份及支付现金的方式向上海华虹（集团）有限公司、上海集成电路产业投资基 金股份有限公司、国家集成电路产业投资基金二期股份有限公司、上海国投先导集成电路私募投资基金合伙企业（有限合伙）等4名上海华 力微电子有限公司股东购买其持有的华力微97.4988%股权并募集配套资金。 公司股票将于2025年9月1日开市起复牌。 本次交易事项尚需公司股东大会审议，并经有权监管机构批准、审核和注册后方可正式实施，尚存在较大不确定性。 | 证券代码:688347 | 证券简称:华虹公司 公告编号:2025-025 | | --- | --- | | 港股代码:01347 | 港股简称:华虹半导体 | | 证券代码 证券简称 停复牌类型 停牌起始日 | | 停牌期间 | 停牌终止日 | 复牌日 | | --- | --- | --- | --- | --- | | 688347 | 华虹公司 A 股 复牌 | | 2025/8/29 | 2025/9/1 | 司、上海国投先导集成电路私募投资基金合伙企业(有限合伙)等4名上海华力 微电子有限公司(以下简称"华力微")股东 ...

经公司申请，公司股票(证券简称：华虹公司，证券代码：688347)自 2025 年8 月18 日开市起开始停 牌。 根据上海证券交易所的相关规定，经公司申请，公司股票将于2025 年9月1日开市起复牌。 公司董事会于 2025 年 8 月 29 日作出决议，同意《关于公司发行股份及支付现金购买资产并募集配套资 金暨关联交易方案的议案》《关于及其摘要的议案》及相关议案。 格隆汇8月31日丨华虹公司(688347.SH)公布，公司拟以发行股份及支付现金的方式向上海华虹(集团)有 限公司、上海集成电路产业投资基金股份有限公司、国家集成电路产业投资基金二期股份有限公司、上 海国投先导集成电路私募投资基金合伙企业(有限合伙)等4 名上海华力微电子有限公司(以下简称"华力 微")股东购买其持有的华力微97.4988%股权并募集配套资金。 ...

Core Viewpoint - Company plans to acquire 97.4988% stake in Shanghai Huali Microelectronics through share issuance and cash payment, aiming to enhance its 12-inch wafer foundry capacity and improve market competitiveness [1] Group 1: Acquisition Details - The acquisition involves four counterparties, including Huahong Group, and will be funded by issuing shares to no more than 35 qualified investors [1] - The company's stock is set to resume trading on September 1, 2025 [1] Group 2: Strategic Benefits - The target company provides 12-inch integrated circuit wafer foundry services, offering complete technical solutions for communication and consumer electronics [1] - Both companies share 65/55nm and 40nm process foundry technologies, allowing for deep complementary advantages and broader application coverage [1] - The integration is expected to enhance R&D resource sharing, process optimization, yield improvement, and innovation in device structures, thereby strengthening technological barriers and core competitiveness in logic and specialty processes [1] Group 3: Operational Integration - The company aims for integrated management through the consolidation of internal management, process platforms, custom design, and supply chains [1] - The focus on cost reduction and efficiency improvement is anticipated to lead to economies of scale, increasing market share and profitability [1]

Core Viewpoint - The company plans to acquire a 97.4988% stake in Huahong Microelectronics Co., Ltd. from four shareholders through a combination of issuing shares and cash payment, while also raising supporting funds [1] Group 1: Transaction Details - The acquisition involves shareholders from Shanghai Huahong (Group) Co., Ltd., Shanghai Integrated Circuit Industry Investment Fund Co., Ltd., National Integrated Circuit Industry Investment Fund Phase II Co., Ltd., and Shanghai Guotou Xian Dao Integrated Circuit Private Investment Fund Partnership (Limited Partnership) [1] - The company's stock is set to resume trading on September 1, 2025, following the completion of the transaction [1] Group 2: Approval and Uncertainty - The transaction is subject to approval by the company's shareholders' meeting and requires authorization, review, and registration from relevant regulatory bodies, indicating significant uncertainty surrounding the deal [1]

Core Viewpoint - The recent financial report of Huahong Company (688347) indicates a significant increase in total revenue but a drastic decline in net profit, highlighting potential challenges in profitability despite revenue growth [1][3]. Financial Performance - Total revenue for the first half of 2025 reached 8.018 billion yuan, a year-on-year increase of 19.09% compared to 6.732 billion yuan in 2024 [1]. - Net profit attributable to shareholders was 74.3154 million yuan, showing a substantial decline of 71.95% from 265 million yuan in the previous year [1]. - The gross profit margin improved to 17.57%, up 7.52% year-on-year, while the net profit margin decreased to -7.75%, a drop of 7.58% [1]. - The company reported a significant accounts receivable level, with accounts receivable accounting for 395.91% of the latest annual net profit [1][3]. Cost and Expenses - Total selling, administrative, and financial expenses amounted to 622 million yuan, representing 7.76% of revenue, an increase of 10.33% year-on-year [1]. - The company’s operating cash flow per share increased by 21.25% to 0.94 yuan, while earnings per share fell by 73.33% to 0.04 yuan [1]. Investment and Market Position - The company’s historical return on invested capital (ROIC) has been relatively low, with a median ROIC of 3.31% since its listing, indicating average investment returns [3]. - The company relies heavily on research and capital expenditure, necessitating careful monitoring of capital projects and their financial viability [3]. Market Outlook - Analysts expect the company’s performance in 2025 to reach 674 million yuan, with an average earnings per share forecast of 0.39 yuan [3]. - The semiconductor industry, particularly the wafer foundry sector, is experiencing steady demand, with expectations of modest price increases in the latter half of the year [5].

Core Viewpoint - Hua Hong Semiconductor Limited reported a revenue increase of 18.0% year-on-year for the first half of 2025, driven by higher wafer shipments, despite facing a loss for the period of US$84.96 million, which is a 26.7% increase in loss compared to the same period in 2024 [4][6][25]. Financial Performance - Revenue reached US$1,107.0 million, up from US$938.5 million in the first half of 2024, marking an 18.0% increase [4][6]. - Cost of sales increased to US$995.4 million, a rise of 15.9% compared to US$858.8 million in the previous year [4][6]. - Gross profit was reported at US$111.6 million, reflecting a 40.0% increase from US$79.7 million in the first half of 2024 [4][6]. - Other income and gains decreased by 15.7% to US$59.9 million, primarily due to reduced interest income [4][6]. - Administrative expenses rose to US$190.2 million, an increase of 15.9% compared to US$164.1 million in the previous year [4][6]. - The loss before tax was US$81.1 million, a slight increase of 3.3% from US$78.5 million in the first half of 2024 [4][6]. Cash Flow Analysis - Net cash flows from operating activities increased by 59.8% to US$219.8 million, driven by higher receipts from customers [12][13]. - Net cash flows used in investing activities were US$879.8 million, primarily for capital investments [12][13]. - Cash and cash equivalents decreased from US$4,459.1 million to US$3,846.9 million, a decline of 13.7% [8][14]. Business Review - The global semiconductor market saw a year-on-year sales increase of approximately 16% in the first half of 2025, reaching US$366.7 billion [25][26]. - The company operated its 8-inch and 12-inch production lines at full capacity, with the Hua Hong Manufacturing Project achieving rapid capacity ramp-up [26][28]. - The Analog & Power Management platform showed significant revenue growth, benefiting from domestic supply chain localization and demand for AI servers [26][27]. Future Plans - The company is preparing for a potential acquisition of equity interests in Shanghai Huali Microelectronics Corporation, subject to board and regulatory approvals [30][32]. - The second-phase capacity deployment of the Hua Hong Manufacturing project is expected to begin ahead of schedule by the end of 2025 [28][29].

Group 1 - Huahong Semiconductor has received net purchases from southbound funds for four consecutive days, with a cumulative net purchase amount of 949 million HKD, while its stock price has decreased by 0.92% [2] - On August 29, the total trading volume of active stocks through the Hong Kong Stock Connect reached 51.102 billion HKD, with a net purchase amount of 2.774 billion HKD [2] - On the same day, Huahong Semiconductor's trading volume through the Hong Kong Stock Connect was 3.902 billion HKD, with a net purchase amount of 88 million HKD [2]

Core Insights - On August 29, Xinhua Insurance made its first appearance on the Hong Kong Stock Connect active trading list in a month, with a trading volume of 2.241 billion HKD and a net sell of 335 million HKD [2][3] - The total trading volume of active stocks on the Hong Kong Stock Connect reached 51.102 billion HKD, accounting for 28.25% of the day's total trading amount, with a net buying amount of 2.774 billion HKD [2] - Among the most actively traded stocks, SMIC led with a trading volume of 7.859 billion HKD, followed by Guotai Junan International and Alibaba-W with trading volumes of 7.251 billion HKD and 6.741 billion HKD, respectively [2] Trading Activity Summary - Xinhua Insurance's trading activity on August 29 included a closing price of 48.14 HKD, reflecting a daily increase of 1.35% [3] - The stocks with the highest trading frequency over the past month included Alibaba-W and Tencent Holdings, each appearing 23 times on the active trading list [2] - Other notable stocks included Xiaomi Group with a trading volume of 4.731 billion HKD and Meituan-W with 4.410 billion HKD, both showing varying daily price changes [2]