关于召开 2025 年股东周年大会的通知 本公司董事会及全体董事保证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。 重要内容提示： | 证券代码：688347 | 证券简称：华虹公司 | 公告编号：2025-012 | | --- | --- | --- | | 港股代码：01347 | 港股简称：华虹半导体 | | 华虹半导体有限公司 一、 召开会议的基本情况 （一） 股东大会类型和届次 2025 年股东周年大会 召开日期时间：2025 年 5 月 8 日 14 点 30 分 召开地点：香港金钟道 88 号太古广场港丽酒店 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 5 月 8 日 至 2025 年 5 月 8 日 股东大会召开日期：2025年5月8日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、 ...

Financial Performance - Hua Hong Semiconductor achieved sales revenue of US$2,004 million for the year 2024, reflecting a steady quarter-on-quarter improvement in overall financial performance [18]. - The company reported a profit attributable to owners of the parent of US$449.9 million for 2024, with earnings per share (EPS) increasing to US$0.345 [14][16]. - The gross profit margin improved to 34.1% in 2024, up from 21.3% in 2023 [12][13]. - Hua Hong Semiconductor's revenue for 2024 was US$2,004 million, a decrease of 12.3% compared to the previous year [151]. - Revenue from semiconductor wafers accounted for 94.9% of total revenue, amounting to US$1,900,929 thousand, down 12.9% year-over-year [152]. - Revenue from systems and fabless companies represented 95.8% of total revenue, totaling US$1,919,000 thousand, a decline of 9.0% year-over-year [153]. - The company's revenue in China was US$1,636,528 thousand, making up 81.6% of total revenue, down 7.8% from the previous year [155]. - Gross profit decreased by 57.9% to US$205.13 million in 2024, mainly due to lower average selling prices and increased depreciation costs [172]. - The company's net cash flows generated from operating activities were US$459.50 million, a decrease of 28.4% compared to 2023 [192]. Production and Capacity - The second 12-inch production line in Wuxi commenced operations ahead of schedule, contributing to the company's "8-inch + 12-inch" strategy [19]. - The company maintained an average annual capacity utilization rate close to 100%, securing a leading position among global wafer foundry enterprises [151]. - Wafer shipments (8-inch wafer equivalent) increased by 10.8% year-on-year, reaching 4,545 thousand wafers in 2024 [161]. - Capacity utilization for 8-inch wafer equivalent rose to 99.5% in 2024, an increase of 5.2 percentage points from 2023 [160]. - The company successfully commenced mass production at the Huahong Manufacturing Project (Hua Hong Fab 9) by the end of 2024, with plans to introduce 40nm process nodes in 2025 [167]. Strategic Initiatives - The company plans to enhance production capacity and optimize its "Specialty IC + Power Discrete" product portfolio in 2025 [21]. - The Hua Hong Manufacturing Project is expected to drive steady revenue growth starting in 2025, laying a solid foundation for future performance improvement [19]. - The company aims to deepen strategic collaboration with customers and partners to meet rising demand driven by supply chain localization in the Chinese market [21]. - The company aims to continue leveraging its technological expertise and proactive sales strategies to navigate market challenges and capitalize on growth opportunities [151]. - The Analog & Power Management and Logic & RF platforms showed strong revenue growth, driven by demand in AI-related applications [156]. - The Analog & PM (Power Management) platform saw significant revenue growth in 2024, driven by strong demand in AI supporting power applications [164]. Governance and Management - Junjun Tang appointed as Chairman and Executive Director effective December 31, 2024, with extensive experience in the integrated circuit industry [38]. - Dr. Peng Bai to become President and Executive Director starting January 1, 2025, bringing over 30 years of experience in integrated circuits manufacturing [40]. - Mr. Suxin Zhang resigned as Chairman and Executive Director on December 31, 2024 [53]. - Mr. Limin Zhou resigned as a Non-Executive Director on March 7, 2025 [55]. - Mr. Songlin Feng appointed as Independent Non-Executive Director effective March 28, 2024, with over 32 years of experience in semiconductor research [63]. - Company maintains a strong governance structure with a diverse board of directors and senior management team [41]. - The Company has a nine-member Board comprising two Executive Directors, four Non-Executive Directors, and three Independent Non-Executive Directors [87]. - The Board held six meetings during the year ended 31 December 2024, with all Directors given the opportunity to put items on the agenda [97]. - The Company complied with the Corporate Governance Code during the year ended 31 December 2024 [84]. - Independent Non-Executive Directors represent more than one-third of the Board, ensuring compliance with Listing Rules [93]. - The roles of the Chairman and the President are separate, with the Chairman overseeing overall management and the President handling day-to-day operations [94]. - The Company has implemented mechanisms to ensure independent views are available to the Board, reviewed annually for effectiveness [92]. - Directors are required to keep abreast of their responsibilities and the Company's business activities [102]. - The Company has arranged appropriate insurance to cover potential liabilities of Directors and Officers regarding legal actions [96]. Financial Management - The company has established relationships with major banks including China Construction Bank and China Development Bank for financial support [32]. - For the year ended 31 December 2024, the remuneration paid to the auditors for audit services was US$0.73 million, and for non-audit services was US$0.01 million [115]. - Cash and cash equivalents decreased by 20.2% to US$4,459.13 million at the end of 2024, primarily due to cash flow analysis factors [191]. - Administrative expenses increased by 8.8% to US$351.28 million, mainly due to higher R&D expenses and new fab start-up costs [173]. - Cash and cash equivalents decreased from US$5,585.2 million as of 31 December 2023 to US$4,459.1 million as of 31 December 2024, representing a decline of approximately 20.1% [195]. - If interest rates had been 100 basis points higher or lower, profit before tax for the year would have been US$20,053,000 lower or higher, indicating significant sensitivity to interest rate changes [197]. - Approximately 18% of sales were denominated in currencies other than the functional currency of the subsidiaries, while 61% of costs of sales were in the subsidiaries' functional currency [198]. - Interest-bearing bank borrowings with a carrying amount of US$1,502.3 million were denominated in US$, exposing the company to foreign currency risk [199]. - A 5% strengthening or weakening of the US$ against the RMB would result in profit before tax being approximately US$99.6 million lower or higher, highlighting the impact of currency fluctuations [200]. Workforce and Diversity - The gender ratio of the Group's workforce as of 31 December 2024 was approximately 74% male to 26% female [120]. - The Company believes that gender diversity is important and has achieved compliance with the relevant listing rules following the appointment of a new director [118]. - The Company will continue to maintain a balance of diverse perspectives on the Board conducive to growth [119].

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年3月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 華虹半導體有限公司（於香港註冊成立的有限公司） | | | 呈交日期: | 2025年4月7日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01347 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 1,317,317,713 | | 0 | | 1,317,317,71 ...

受益于AI（人工智能）相关需求的快速增长及消费电子领域的复苏，公司模拟与电源管理实现营业收 入4.48亿美元，同比增长25.1%；逻辑与射频实现营业收入2.72亿美元，同比增长34.4%。值得一提的 是，公司消费电子市场需求仍相对平稳，该终端营业收入占比达63.0%。 华虹半导体管理层在年报中表示，在新一年中，华虹半导体将坚定推进产能扩张，确保华虹制造项目按 计划进行产能爬坡；持续优化先进"特色IC+功率器件"的工艺及产品组合，提升高价值产品占比；深化 与客户及终端生态伙伴的战略协同，应对中国市场供应链本土化所带来的持续需求提升。 （文章来源：证券日报） 本报讯 （记者张文湘见习记者占健宇）3月27日，华虹半导体有限公司（以下简称"华虹半导体"）披露 2024年全年财报。公告显示，2024年华虹半导体实现销售收入20.04亿美元，第一季度至第四季度销售 收入分别为4.60、4.79、5.26、5.29亿美元，呈逐季增长趋势；此外，公司2024年归母净利润达5810.8万 美元，毛利率为10.2%。 在当前激烈的竞争格局下，特色工艺晶圆代工市场仍面临需求与价格压力。面对严峻的挑战，华虹半导 体坚持致力于差异化技 ...

Group 1 - The core viewpoint of the articles highlights the strong performance and strategic advancements of Huahong Semiconductor, with a focus on its revenue growth and production capacity expansion [1][2] - In 2024, the company achieved a sales revenue of $2.004 billion, with a year-on-year increase of 10.8%, and shipped 4.545 million wafers, maintaining a high average capacity utilization rate of 99.5%, which is an increase of 5.2 percentage points from 2023 [1] - The successful launch of the second 12-inch production line in Wuxi marks a significant milestone in the company's "8-inch + 12-inch" strategy, focusing on automotive-grade chip manufacturing with a planned monthly capacity of 83,000 wafers [1] Group 2 - The global semiconductor market is expected to continue its moderate recovery in 2025, which aligns with Huahong Semiconductor's commitment to a diversified development strategy [2] - The company plans to enhance its "8-inch + 12-inch" production platform by integrating more advanced "specialty IC + power device" processes, aiming to provide comprehensive and high-quality wafer foundry services to global customers [2] - As Huahong's manufacturing projects enter the capacity ramp-up phase, it will gradually release more capacity, allowing for flexible capacity allocation to better meet customer demands [2]

Core Points - The audit report for Huahong Semiconductor Co., Ltd. for the fiscal year 2024 was issued by Ernst & Young Huaming, confirming the financial statements with no reservations [1][2] - The report includes a summary table of non-operating fund occupation and other related fund transactions for the year 2024, as required by regulatory guidelines [1][2] Summary by Sections Audit Overview - The audit covered the consolidated and company balance sheets as of December 31, 2024, along with the income statement, statement of changes in equity, and cash flow statement for the fiscal year [1] - The audit report was issued on March 27, 2025, under the reference number 70013197_B02 [1] Non-Operating Fund Occupation - Huahong Semiconductor is responsible for the truthful, legal, and complete preparation and disclosure of the summary table [2] - The summary table should be read in conjunction with the audited financial statements for a better understanding of the non-operating fund occupation and related transactions [2] Related Party Transactions - The summary table includes details on non-operating fund occupation and other related party transactions, with specific amounts and reasons for the transactions [4][5] - The total amount of non-operating fund occupation and related transactions is detailed, indicating the financial interactions with related parties [5]

Core Viewpoint - The company, Hua Hong Semiconductor Limited, is proposing amendments to its Articles of Association, which will be submitted for approval at the upcoming annual general meeting of shareholders [27]. Summary by Sections Proposed Amendments - The amendments are in accordance with the Companies Ordinance (Cap. 622) and the relevant adjustments of the Hong Kong Stock Exchange Listing Rules [27]. - The specific revisions include definitions for terms such as "Company Communications" and "Virtual Meeting Technology" [27][3]. Meeting Formats - The company will allow for shareholder meetings to be held in various formats, including physical, hybrid, and fully virtual meetings [4][6]. - The board of directors has the discretion to determine the format of the meetings based on applicable laws and regulations [4][6]. Shareholder Rights and Participation - Shareholders will have the right to participate in meetings either in person or through electronic means, ensuring accessibility [10][11]. - The company will ensure that adequate electronic facilities are available for virtual participation [10][11]. Notification and Communication - The company will provide notifications for meetings at least 21 days in advance for annual general meetings and 14 days for special meetings, as required by the relevant regulations [7][27]. - Notifications can be sent electronically or published on the company's website, which will be considered as valid delivery [19][26]. Effectiveness of Amendments - The proposed amendments will take effect only after being approved at the shareholders' annual general meeting [27]. - The revised Articles of Association will be disclosed on the Shanghai Stock Exchange website upon approval [27].

Group 1 - The company has three independent non-executive directors for the year 2024: Zhang Zutong, Wang Guishun, and Feng Songlin [1] - The independent non-executive directors conducted a self-assessment of their independence and confirmed compliance with the requirements of the "Management Measures for Independent Directors of Listed Companies" [1] - The board evaluated the independence of the independent non-executive directors and found no conflicts of interest or relationships that could affect their independent judgment [1] Group 2 - The independent non-executive directors have not held any positions other than their current roles and have no affiliations with major shareholders [1] - The independent non-executive directors maintained a high level of independence throughout 2024, fulfilling their responsibilities in accordance with relevant regulations and the company's articles of association [1] - Their independent opinions have contributed to the company's decision-making process [1]

Profit Distribution Plan - The company plans not to distribute profits for the fiscal year 2024, which includes no cash dividends, no bonus shares, and no capital reserve transfers, with remaining undistributed profits carried over to the next year [1][4] - The decision is based on the company's development stage, R&D investments, operational funding needs, and long-term strategic planning [2][4] Industry Context - The wafer foundry industry is characterized as technology, capital, and talent-intensive, requiring significant capital expenditures and talent investments, with high entry barriers [2] - Competitors in the industry invest heavily in new plant construction, capacity expansion, and product R&D, necessitating substantial funding for the company to maintain technological competitiveness [2] Company Development Stage - The company is currently in a capacity expansion phase, focusing on increasing supply capabilities and enhancing process R&D efforts [2] - The company aims to continuously improve operational management and achieve technological breakthroughs to solidify and enhance market share while maintaining reasonable profit margins [2] Financial Performance - For the fiscal year, the company achieved a total revenue of 1,438,830.77 million RMB and a net profit attributable to shareholders of 38,057.62 million RMB [2] - The company needs to reserve sufficient funds to meet R&D investments, business development, project construction, and working capital requirements to ensure stable operations and healthy growth [2][3] Use of Retained Earnings - The undistributed profits for 2024 will be accumulated for the next year to support production operations, R&D innovation, project construction, and equipment purchases [3] - The company will adhere to relevant laws and regulations while considering various factors related to profit distribution to better protect the long-term interests of all shareholders [3] Shareholder Communication - The company has established multiple channels for investor communication, allowing minority shareholders to express their opinions on cash dividend policies [5] - The company is committed to enhancing investor returns by focusing on improving competitiveness and leveraging existing resources to meet business growth demands [5] Decision-Making Process - The company's board of directors approved the profit distribution plan on March 27, 2025, and it will be submitted for approval at the annual general meeting [5]

Core Viewpoint - The board of directors of Huahong Semiconductor Limited convened a meeting to approve the audited financial statements for 2024, along with several other key reports and proposals, all of which will be submitted for shareholder approval at the upcoming annual general meeting [1][2][3][4][5][6][7]. Group 1: Financial Reports and Approvals - The board approved the 2024 audited financial statements with a unanimous vote of 9 in favor [1]. - The board also approved the 2024 annual report, which will be published on the Shanghai Stock Exchange and Hong Kong Stock Exchange websites [2]. - A special report on the use of raised funds for 2024 was approved, also with a unanimous vote [2]. Group 2: Governance and Organizational Changes - The board approved a special opinion on the independence of independent non-executive directors, with all votes in favor [3]. - The board approved the report on the performance of the audit committee for 2024, again with unanimous support [3]. - Amendments to the company's articles of association were approved, pending shareholder approval [3]. Group 3: Strategic Initiatives - The board approved the establishment of a market value management system [3]. - A "Quality Improvement and Efficiency Enhancement" action plan for 2025 was also approved [4]. - The board agreed to convene the annual general meeting and suspend the registration of share transfers for Hong Kong stocks [4]. Group 4: Financial Management and Shareholder Proposals - The board approved the provision for asset impairment for 2024, with unanimous support [5]. - The board approved the re-election of certain directors at the annual general meeting, pending shareholder approval [5][6]. - A general authorization for the repurchase of up to 10% of the company's issued Hong Kong shares was approved, subject to shareholder approval [5][6]. - A general authorization for the issuance of additional shares, not exceeding 20% of the issued Hong Kong shares, was also approved [6]. - The board approved the profit distribution plan for 2024, pending shareholder approval [7].