Core Viewpoint - The transfer of all shares of ST Huamei by its controlling shareholder Shanghai Pengsheng to Yadong Investment for the repayment of 1.49 billion yuan in funds has sparked significant controversy and market attention [1][2]. Group 1: Share Transfer and Financial Implications - Shanghai Pengsheng plans to transfer 214 million shares of ST Huamei, representing 22.32% of the total share capital, to Yadong Investment for 1.556 billion yuan, which will be used to repay the 1.49 billion yuan fund occupation and interest [3][4]. - The actual controller of ST Huamei will change to the Jilin Provincial State-owned Assets Supervision and Administration Commission following this transfer [4]. - The transfer price was later adjusted to 1.62 billion yuan after negotiations [12]. Group 2: Legal and Regulatory Issues - Wang Yufeng's family has submitted an objection letter to the Shanghai Stock Exchange regarding the share transfer, citing unresolved disputes and potential asset transfer to evade debts [4][5]. - The Shanghai Stock Exchange has acknowledged receipt of the objection and will process it according to relevant regulations [4]. - Regulatory scrutiny began over a year ago, with the China Securities Regulatory Commission investigating non-operating fund occupation by Shanghai Pengsheng, which amounted to 1.49 billion yuan as of October 2024 [11][12]. Group 3: Stakeholder Reactions - Market participants and creditors of Shanghai Pengsheng have raised concerns about the legitimacy of the share transfer and its implications for debt recovery [2][5]. - Shanghai Jiuzhou Hongda has also expressed concerns regarding debt disputes with Shanghai Pengsheng, claiming that the asset transfer could lead to significant financial losses for creditors [10].

Core Viewpoint - Jilin Huamei Electronics Co., Ltd. expects significant growth in net profit for the first half of 2025, with projections indicating an increase of 44.99% to 71.62% compared to the same period last year [2][4]. Financial Performance Summary - The company anticipates a net profit attributable to shareholders ranging from 98 million to 116 million yuan, representing a year-on-year increase of 3,040.86 million to 4,840.86 million yuan [2][4]. - The projected net profit after deducting non-recurring gains and losses is expected to be between 105.19 million and 123.19 million yuan, reflecting a substantial increase of 93.74% to 126.90% compared to the previous year [2][4]. Previous Year Comparison - For the same period last year, the net profit attributable to shareholders was 67.59 million yuan, and the net profit after deducting non-recurring gains and losses was 54.29 million yuan [6]. Reasons for Performance Increase - The increase in performance is attributed to enhanced operational management efficiency, improved customer communication, and the ability to meet personalized customer needs, leading to growth in sales orders and revenue [8].

Fundraising Overview - The company raised a total of RMB 1,047,987,200.00 from the issuance of 16.64 million shares at a price of RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2] - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2] Project Status - As of May 31, 2025, the company has invested RMB 19,993.20 million in the "Smart Health Medical ASSP Chip Upgrade and Industrialization Project," which represents 26.66% of the planned investment of RMB 75,000.00 million [2] - The company has been using its own funds and acceptance bills to pay for project-related expenses, with plans to replace these with raised funds in subsequent quarters [2] Project Delays - The company plans to adjust the expected completion dates for its fundraising projects due to the semiconductor market's cyclical adjustments and structural demand declines, as well as the rapid technological iterations in the industry [4][22] - The company has decided to delay the purchase of office space due to the overall downturn in the real estate market since 2022, opting to conduct project research and development in existing facilities [5] Project Necessity and Feasibility - The "Smart Health Medical ASSP Chip Upgrade and Industrialization Project" is deemed necessary due to the increasing importance of national health and the government's strategic push for health initiatives [6] - The project aligns with national policies promoting the health industry and is supported by local government initiatives, creating favorable conditions for implementation [6][12] Termination of Project - The "High-Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" is proposed to be terminated due to the unfavorable market conditions and the high competition in the semiconductor industry [13][14] - The remaining funds of RMB 15,284.06 million from the terminated project will be kept in the special account and used for new projects with strong profitability and growth potential [16] Adjustments to Project Implementation - The company plans to increase the scope of the "R&D Center Construction Project" to include the development of smart home control chips, reflecting a strategic shift towards the smart home market [19][20] - The implementation will now involve a wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to optimize resource allocation and ensure project success [17][19] Regulatory Compliance - The adjustments to the fundraising projects have been approved by the board and supervisory committee and will be submitted for shareholder approval, ensuring compliance with relevant regulations [21][24] - The company emphasizes that these changes will not adversely affect its normal operations or shareholder interests, aligning with its long-term strategic goals [22][23]

Group 1 - The legal opinion letter confirms that the convening and holding procedures of the shareholders' meeting of Jilin Huawi Electronics Co., Ltd. comply with relevant laws, regulations, and the company's articles of association [1][4] - The shareholders' meeting was held on July 11, 2025, in Jilin City, and utilized a combination of on-site and online voting methods [2][3] - The resolution regarding the rectification plan for the controlling shareholder's fund occupation was approved with 198,938,351 votes in favor, accounting for 99.2752% of the total voting rights present [3][4] Group 2 - The meeting was convened by the company's board of directors, and the qualifications of attendees, including shareholders and management, were verified as compliant with legal requirements [2][3] - The voting process involved both on-site and online platforms, ensuring transparency and compliance with regulations [3][4] - The legal opinion letter is to be published as a necessary document for the shareholders' meeting [4]

Core Viewpoint - The company, Jilin Huamei Electronics Co., Ltd., anticipates a significant increase in net profit for the first half of 2025, projecting a rise of 50% or more compared to the same period last year [1][2]. Performance Forecast - The company expects a net profit attributable to shareholders of between 98 million yuan and 116 million yuan for the first half of 2025, representing an increase of 44.99% to 71.62% compared to the previous year [1][2]. - The projected net profit after deducting non-recurring gains and losses is estimated to be between 105.19 million yuan and 123.19 million yuan, indicating a substantial increase of 93.74% to 126.90% year-on-year [1][2]. Previous Year’s Performance - In the same period last year, the net profit attributable to shareholders was 67.59 million yuan, and the net profit after deducting non-recurring gains and losses was 54.29 million yuan [2]. Reasons for Performance Increase - The increase in net profit is attributed to enhanced operational management efficiency, improved customer communication, and the ability to meet personalized customer needs, which have collectively strengthened the company's competitiveness and led to growth in sales orders and revenue [2].

证券代码：600360 证券简称：*ST 华微 公告编号：2025-054 吉林华微电子股份有限公司 2025年第二次临时股东会决议公告 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、准确性和完整性承担法律责任。 (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次临时股东大会会议采取现场投票与网络投票相结合的方式召开并表决，会议 的召开及表决方式符合《公司法》及《公司章程》的规定。会议由董事长于胜东 1 / 3 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 7 月 11 日 (二)股东大会召开的地点：吉林省吉林市高新区深圳街 99 号公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 2,683 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 200,390,726 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 20.8676 | | 份 ...

上海功承瀛泰（长春）律师事务所 关于吉林华微电子股份有限公司 2025 年第二次临时股东会的 法律意见书 功瀛（长）字[2025]第 10096 号 致：吉林华微电子股份有限公司 上海功承瀛泰（长春）律师事务所（以下简称"本所"）受吉林 华微电子股份有限公司（以下简称"公司"）的委托，指派本所律师 出席公司 2025 年第二次临时股东会（以下简称"股东会"）。本所 律师根据 《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公 司股东会规则》（以下简称"《股东会规则》"）、《吉林华微电子 股份有限公司章程》（以下简称"《公司章程》"）的规定，按照律 师行业公认的业务标准、道德规范和勤勉尽责精神，出具法律意见如 下： 一、本次股东会的召集、召开程序 （一）本次股东会的召集 1．公司于2025年6月25日召开了第九届董事会第九次会议，会议 决定召开本次股东会。 2．公司董事会于2025年6月26日依据相关规定在《中国证券报》 1 《上海证券报》《证券日报》《证券时报》及上海证券交易所网站 （www.sse.com.cn)发布了《吉林华微电子股份有限公司 ...

[Current Period Performance Forecast](index=1&type=section&id=%E4%B8%80%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%91%8A%E6%83%85%E5%86%B5) The company forecasts a net profit attributable to shareholders of 98 million to 116 million yuan for H1 2025, representing a 44.99% to 71.62% year-over-year increase, with non-recurring adjusted net profit expected to grow by 93.74% to 126.90% 2025 H1 Performance Forecast | Metric | Estimated Amount (RMB) | Year-over-Year Growth | | :--- | :--- | :--- | | **Net Profit Attributable to Shareholders** | 98.00 million - 116.00 million yuan | 44.99% - 71.62% | | **Net Profit After Non-Recurring Items** | 105.19 million - 123.19 million yuan | 93.74% - 126.90% | - This performance forecast applies to situations where the company achieves profitability and net profit increases by over **50%** compared to the same period last year[2](index=2&type=chunk) - The forecasted performance has not been audited by a certified public accountant[3](index=3&type=chunk) [Prior Period Operating Performance and Financial Status](index=2&type=section&id=%E4%BA%8C%E3%80%81%E4%B8%8A%E5%B9%B4%E5%90%8C%E6%9C%9F%E7%BB%8F%E8%90%A5%E4%B8%9A%E7%BB%A9%E5%92%8C%E8%B4%A2%E5%8A%A1%E7%8A%B6%E5%86%B5) In H1 2024, the company reported a net profit attributable to shareholders of 67.59 million yuan, with non-recurring adjusted net profit at 54.29 million yuan and earnings per share of 0.07 yuan 2024 H1 Operating Performance | Metric | 2024 H1 Data | | :--- | :--- | | **Net Profit Attributable to Shareholders** | 67.59 million yuan | | **Net Profit After Non-Recurring Items** | 54.29 million yuan | | **Earnings Per Share** | 0.07 yuan | [Key Reasons for Current Period Performance Growth](index=2&type=section&id=%E4%B8%89%E3%80%81%E6%9C%AC%E6%9C%9F%E4%B8%9A%E7%BB%A9%E9%A2%84%E5%A2%9E%E7%9A%84%E4%B8%BB%E8%A6%81%E5%8E%9F%E5%9B%A0) The projected performance increase is primarily attributed to enhanced operational management efficiency and strengthened customer engagement, driving growth in sales orders, revenue, and gross profit - Performance growth drivers include: - Enhanced operational management efficiency - Strengthened customer communication to meet personalized needs - Sustained growth in sales orders and revenue - Increased gross profit amount[5](index=5&type=chunk) [Risk Warning](index=2&type=section&id=%E5%9B%9B%E3%80%81%E9%A3%8E%E9%99%A9%E6%8F%90%E7%A4%BA) The company emphasizes that this performance forecast is a preliminary calculation by the finance department and remains unaudited, with no material uncertainties identified that would affect its accuracy - The company's performance forecast data represents preliminary calculations by the finance department based on its professional judgment and has not been audited by a certified public accountant[6](index=6&type=chunk) [Other Explanatory Matters](index=2&type=section&id=%E4%BA%94%E3%80%81%E5%85%B6%E4%BB%96%E8%AF%B4%E6%98%8E%E4%BA%8B%E9%A1%B9) The company faces severe risks, including an *ST designation due to a negative internal control audit opinion and fund misappropriation in 2024, a delisting risk warning for a disclaimer of opinion on its 2024 financial report, and potential suspension or termination of listing if 1.49 billion yuan in misappropriated funds are not recovered by August 12, 2025 - The company's shares have been designated with **'other risk warning' (*ST)** due to a negative internal control audit opinion and fund misappropriation issues in fiscal year 2024[7](index=7&type=chunk) - The company's shares will be subject to a **delisting risk warning** due to a disclaimer of opinion issued on its 2024 annual financial report[7](index=7&type=chunk) - The company faces a clear delisting risk: if it fails to recover **1.4906782 billion yuan** of misappropriated funds by **August 12, 2025**, the Shanghai Stock Exchange will suspend its shares and may ultimately decide to terminate the company's stock listing[7](index=7&type=chunk)

Core Viewpoint - Chengdu Huamei Electronics Technology Co., Ltd. has announced a cash dividend distribution plan, with a cash dividend of 0.02 RMB per share, totaling approximately 12.74 million RMB before tax [1][2]. Dividend Distribution Plan - The profit distribution plan was approved at the annual shareholders' meeting held on May 30, 2025 [1]. - The total number of shares for the distribution is based on 636,847,026 shares [1]. - The cash dividend will be distributed to all shareholders registered with China Securities Depository and Clearing Corporation Limited, Shanghai Branch, after the market closes on the registration date [1]. Tax Implications - For individual shareholders holding unrestricted shares for over one year, the cash dividend is exempt from personal income tax, resulting in an actual distribution of 0.02 RMB per share [3]. - For shares held for one year or less, the company will not withhold personal income tax at the time of distribution; tax will be calculated and withheld upon the transfer of shares [3]. - The actual tax burden varies based on the holding period: 20% for shares held for one month or less, 10% for shares held between one month and one year, and no tax for shares held over one year [4]. Distribution to Specific Shareholders - Cash dividends for certain shareholders, including China Zhihua Electronics Group Co., Ltd. and Huada Semiconductor Co., Ltd., will be distributed directly by the company [2]. - For foreign institutional investors, a 10% withholding tax applies, resulting in a net cash dividend of 0.018 RMB per share [5][6]. - Hong Kong investors will also receive a net cash dividend of 0.018 RMB per share after a 10% withholding tax [6]. Contact Information - For inquiries regarding the dividend distribution, shareholders can contact the board office at 028-85136118 or via email at investors@csmsc.com [1].

证券代码：600360 证券简称：*ST 华微 公告编号：2025-053 吉林华微电子股份有限公司 关于被吉林证监局责令改正及公司股票被实施退市风险警示 并被继续实施其他风险警示相关事项的进展公告 公司在已实施完成的 2023 年年度权益分派工作中，将控股股东上海鹏盛科技 实业有限公司（以下简称"上海鹏盛"）的现金红利调整为由公司按照有关规定处 置，即其取得的现金股利由公司代管，作为应付股利视后续非经营性资金占用解决 的情况向其支付或由公司收回。 公司在 2024 年年度权益分派实施公告中明确公司股东上海鹏盛科技实业有限 公司所持股份对应的 2024 年度分红款 857.31 万元将全部抵偿其占用资金，由公司 按照有关规定处置。 前期，控股股东已明确表示愿意积极配合落实解决非经营性资金占用问题，通 过现金偿还、有价值的资产处置等多种形式积极解决占用资金问题。 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、准确性和完整性承担法律责任。 重要内容提示： 一、责令改正事项的基本情况及可能被实施退市风险警示的原因 公司于 2025 年 2 月 12 日收到中国 ...