证券代码：600360 证券简称：*ST 华微 公告编号：2025-071 吉林华微电子股份有限公司 第九届董事会第十一次会议决议公告 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。 吉林华微电子股份有限公司（以下简称"公司"）董事会于 2025 年 9 月 1 日发 出召开第九届董事会第十一次会议通知，分别以送达、发送电子邮件及电话通知的 方式通知了各位董事。根据《公司章程》和公司《董事会议事规则》的有关规定， 公司于 2025 年 9 月 2 日在公司本部会议室以现场和通讯表决的方式召开了第九届董 事会第十一次会议，会议应到董事 5 名，实到董事 5 名。会议符合《公司法》《公司 章程》、《董事会议事规则》的有关规定。会议审议并一致通过了如下决议： 表决结果：同意 5 票，反对 0 票，弃权 0 票。 1、 审议通过《关于豁免董事会会议通知期限的议案》 表决结果：同意 5 票，反对 0 票，弃权 0 票。 会议同意，本次豁免《公司章程》规定的董事会会议通知期限和会议材料提交 时间的要求限制，同意召开第九届董事会第十一次会议 ...

Product Overview - The company has developed the HWD12B40GA4 model ADC chip, which is a 4-channel, 12-bit, 40GSPS high-speed and high-precision RF direct sampling ADC, representing a significant technological breakthrough [1] - This chip enhances sampling rate and bandwidth compared to existing products, filling a gap in both domestic and international markets, and achieving international leading technology levels [1] Technical Specifications - The chip supports configurable sampling rates of 24-40GSPS in 4-channel mode and 48-80GSPS in dual-channel mode, with an input analog bandwidth of up to 19GHz and a noise spectral density as low as -152dBFs/Hz [2] - It features a high spurious-free dynamic range of up to 18GHz in the Ku band, and is designed with high reliability [2] - The chip is fully designed in-house with complete intellectual property rights, having overcome key technical challenges and applied for multiple domestic and international invention patents [2] Market Applications - The chip supports Ku band RF direct sampling and is applicable in various fields such as radar, commercial satellites, electronic countermeasures, wireless communications, high-end instruments, and drones, indicating a broad future application prospect [2] - The company has already sent samples to some customers and received intention orders [2] Impact on the Company - The successful launch of the HWD12B40GA4 chip solidifies the company's leading position in the high-speed and high-precision ADC sector, expands its product line, and broadens market opportunities [2] - The company aims to continue technological breakthroughs to meet customer needs and promote the development of the domestic high-speed and high-precision ADC field [2]

Meeting Overview - The second meeting of the Supervisory Board of Chengdu Huamei Electronics Technology Co., Ltd. was held on August 27, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Resolutions Passed - The Supervisory Board approved the "2025 Half-Year Report and Summary," affirming that the report accurately reflects the company's situation and complies with relevant regulations [1]. - The resolution to cancel the Supervisory Board and amend the company’s articles of association was also approved, pending shareholder meeting review [2]. - The "Special Report on the Storage, Management, and Actual Use of Raised Funds for the First Half of 2025" was approved unanimously [2]. - The "Half-Year Risk Assessment Report from China Electronics Finance Co., Ltd." was approved, with one supervisor abstaining from the vote due to a conflict of interest [3].

Meeting Information - The first extraordinary general meeting of 2025 will be held on September 16, 2025, at 14:00 in the conference room 2205 of Chengdu Huamei Electronics Technology Co., Ltd. [1] - The voting method for the meeting will combine on-site voting and online voting [1][3]. Voting Procedures - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, available from September 16, 2025, during specified trading hours [1][4]. - Shareholders must complete identity verification to vote on the internet for the first time [4]. Attendance and Registration - Shareholders registered with China Securities Depository and Clearing Corporation Limited as of September 8, 2025, are eligible to attend the meeting [4][5]. - Registration for the meeting will occur on September 15, 2025, with options for on-site, mail, or email registration [5][6]. Proxy Voting - Shareholders can appoint proxies to attend the meeting and vote on their behalf, with specific documentation required for the proxy [5][6][9]. - The proxy must present the original identity documents and authorization letter during registration [6][9]. Additional Information - Attendees are responsible for their own transportation and accommodation costs [7]. - Contact information for the board office is provided for any inquiries [7].

Core Viewpoint - The report highlights the financial performance and operational challenges faced by Chengdu Huamei Electronics Technology Co., Ltd., including a significant decline in net profit despite revenue growth, and outlines the company's corrective actions regarding improper fund management [1][2][17]. Financial Performance - The company achieved operating revenue of 354.93 million yuan in the first half of 2025, representing a year-on-year increase of 26.93% [2][7]. - The net profit attributable to shareholders was 35.72 million yuan, a decrease of 51.26% compared to the same period last year [2][7]. - The net profit after deducting non-recurring gains and losses was 18.99 million yuan, down 59.15% year-on-year [2][7]. Operational Challenges - The decline in profit is attributed to intensified industry competition, reduced product prices, and increased R&D and marketing expenses [2][6]. - The company faces risks related to market demand fluctuations due to international political and economic conditions, which could further impact operational performance [3][6]. Risk Factors - The company operates in a talent and technology-intensive industry, where rapid product and technology upgrades are crucial. Failure to innovate or adapt to market trends could weaken its competitive position [3][6]. - The reliance on major clients, primarily state-owned enterprises, poses a risk if their purchasing needs change significantly [4][6]. - Financial risks include increasing accounts receivable due to slow payment from clients, which could affect cash flow [4][6]. Compliance and Rectification - The company mistakenly deposited 8,000 yuan of its own funds into the fundraising account, violating regulations. It has since taken corrective measures, including staff training and improved internal controls [1][2][17]. - As of July 26, 2025, the company has rectified the fund management issue by transferring the mistakenly deposited funds out of the fundraising account [2][17]. R&D and Competitive Edge - The company maintains a strong focus on R&D, with R&D expenses accounting for 28.27% of operating revenue, an increase of 2.02 percentage points year-on-year [8][10]. - It has a robust technical foundation with 123 invention patents and a dedicated R&D team, which is crucial for maintaining its competitive edge in the specialized integrated circuit market [8][10]. Fundraising and Financial Management - The company raised 1.5 billion yuan through its initial public offering, with net proceeds of approximately 1.42 billion yuan after deducting issuance costs [11][12]. - As of June 30, 2025, the company had invested approximately 829.97 million yuan in fundraising projects, with a remaining balance of about 599.75 million yuan [11][12].

Core Viewpoint - Chengdu Huamei Electronics Technology Co., Ltd. reported a significant increase in revenue but a decline in net profit for the first half of 2025, indicating challenges in maintaining profitability despite growing sales [2][3]. Company Overview and Financial Indicators - Chengdu Huamei specializes in the research, production, testing, and sales of special integrated circuits, with a focus on digital and analog integrated circuits [6][8]. - The company achieved operating revenue of approximately 354.92 million yuan, a year-on-year increase of 26.93% [3]. - Total profit for the period was approximately 40.63 million yuan, down 48.09% from the previous year [3]. - Net profit attributable to shareholders was approximately 35.72 million yuan, a decrease of 51.26% compared to the same period last year [3]. - The net cash flow from operating activities was negative at approximately -269.97 million yuan, indicating increased cash outflows due to higher procurement and outsourcing costs [3]. Business and Product Overview - The company’s product range includes programmable logic devices (FPGA/CPLD/SoPC/RF-FPGA), microcontrollers (MCU), and various types of memory chips, which are widely used in advanced technology fields [6][8]. - The company has established a comprehensive product system for programmable logic devices, with products featuring non-volatile, miniaturized, and high-security characteristics [6][9]. - The company has a strong focus on research and development, with R&D expenses accounting for 28.27% of operating revenue [8]. Market Position and Competitive Advantage - Chengdu Huamei is recognized as a leading player in the domestic special integrated circuit design industry, with a strong emphasis on technological innovation and a robust R&D system [8][10]. - The company holds numerous patents and intellectual property rights, enhancing its competitive edge in the market [8][10]. - The company has established a national-level testing center for integrated circuits, ensuring high standards of product reliability and performance [10][12]. Operational Strategies - The company is committed to optimizing its business processes and internal controls to enhance operational efficiency and risk management [10]. - It has built a strong marketing network and technical support team to assist customers with product validation and application support [10][11]. - The company collaborates with universities to cultivate talent and enhance its technological capabilities [10][11].

Core Viewpoint - Chengdu Huamei Electronics Technology Co., Ltd. reported a significant increase in operating income but a substantial decline in net profit for the first half of 2025 compared to the previous year [3][4]. Financial Summary - Total assets at the end of the reporting period amounted to CNY 3,705,120,664.01, reflecting a 0.97% increase from the previous year [3]. - Net assets attributable to shareholders reached CNY 2,842,804,267.79, up by 1.19% year-on-year [3]. - Operating revenue for the period was CNY 354,924,960.45, representing a 26.93% increase compared to CNY 279,616,209.26 in the same period last year [3]. - Total profit decreased by 48.09% to CNY 40,625,180.70 from CNY 78,261,045.17 [3]. - Net profit attributable to shareholders fell by 51.26% to CNY 35,720,489.59 from CNY 73,284,314.34 [3]. - The net cash flow from operating activities was negative at CNY -269,972,183.16, compared to CNY -14,146,133.16 in the previous year [3]. - The weighted average return on net assets decreased by 1.93 percentage points to 1.26% [3]. - Basic and diluted earnings per share were both CNY 0.06, down 50% from CNY 0.12 [3]. - Research and development expenses accounted for 28.27% of operating revenue, an increase of 2.02 percentage points from the previous year [3]. Shareholder Information - The total number of shareholders as of the reporting period was 13,114 [3]. - The top ten shareholders included state-owned entities such as China Zhinhua Electronics Group Co., Ltd. and Huada Semiconductor Co., Ltd., with the largest shareholder holding 44.84% of the shares [4].

证券代码：688709 证券简称：成都华微 公告编号：2025-021 成都华微电子科技股份有限公司 第二届董事会第六次会议决议公告 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、董事会会议召开情况 成都华微电子科技股份有限公司（以下简称"公司"）第二届董事会第六次 会议于2025年8月27日11:00以现场结合通讯方式召开。本次会议通知已于2025年 会议应出席董事7人，实际出席董事7人。本次会议的召集和召开、表决方式符合 《中华人民共和国公司法》《上海证券交易所科创板股票上市规则》等相关法律 法规、规范性文件及《成都华微电子科技股份有限公司章程》的相关规定，会议 决议合法有效。 二、董事会会议审议情况 与会董事认真审议本次会议相关议案，以书面记名投票表决方式作出如下决 议： （一）审议通过《关于 2025 年半年度报告及摘要的议案》 本议案在提交董事会前已经第二届董事会审计委员会第六次会议审议通过。 表决结果：同意 7 票，反对 0 票，弃权 0 票。 具 体 内 容 详 见 公 司 于 2025 年 8 月 2 ...

General Principles - The internal audit management system aims to establish a robust internal audit framework to enhance supervision, protect the company's legal rights, and improve economic efficiency for sustainable development [1] - Internal audit is defined as the examination and evaluation of the company's financial status, asset quality, operational performance, major projects, internal controls, and integrity [1][2] - Internal control is a process designed to provide reasonable assurance regarding compliance with laws, operational efficiency, asset security, and accurate information disclosure [1][2] Audit Department Structure and Responsibilities - The audit department is responsible for implementing internal audits and must maintain independence from the finance department [2][3] - The audit department reports to the board of directors and the audit committee, ensuring that significant issues are communicated directly to the audit committee [2][3] - The audit department's main responsibilities include evaluating the integrity and effectiveness of internal controls, auditing financial and economic data, and assisting in establishing anti-fraud mechanisms [3][4] Reporting and Evaluation - The audit department must report to the audit committee at least quarterly, detailing the execution of the internal audit plan and any issues discovered [4] - An annual internal control evaluation report must be submitted to the board, which includes a declaration of the report's authenticity and an evaluation by an external auditing firm [4][5] - The audit committee is responsible for assessing the internal control system and reporting any significant deficiencies or risks to the Shanghai Stock Exchange [5] Audit Evidence and Documentation - Audit evidence must be sufficient, relevant, and reliable, with clear documentation maintained for at least ten years [6] - The audit department is required to establish a working paper system and manage related documentation according to legal requirements [6] Accountability and Compliance - The company may implement incentive and accountability mechanisms for the audit department, rewarding outstanding performance and addressing misconduct [7] - Internal auditors are protected from accountability for failing to identify significant risks if they have followed necessary procedures [7] Final Provisions - The internal audit management system is established by the board of directors and takes effect upon approval [8] - Any amendments to the system must also be approved by the board of directors [8]

Core Viewpoint - The document outlines the investor relations management system of Chengdu Huamei Electronics Technology Co., Ltd., emphasizing the importance of effective communication with investors to enhance understanding, trust, and long-term relationships, ultimately maximizing company value and shareholder interests [1][2]. Group 1: General Principles - The investor relations management work aims to facilitate communication between the company and investors, enhancing understanding and recognition of the company [1][2]. - The management work must comply with relevant laws and regulations, ensuring no undisclosed significant information is released during investor relations activities [1][3]. Group 2: Basic Principles and Objectives - The basic principles of investor relations management include compliance, equality, proactivity, and integrity [6][7]. - The objectives of investor relations management are to foster a positive relationship with investors, establish a stable investor base, create a culture of respect for investors, maximize overall company benefits, and improve information disclosure transparency [8][9]. Group 3: Organization and Implementation - The board of directors is responsible for decision-making in investor relations management, ensuring the implementation of the management system [10]. - The chairman of the board is the primary responsible person for investor relations, while the board secretary directly oversees the management work [11][12]. Group 4: Content and Methods of Investor Relations - Key communication topics with investors include the company's development strategy, legal information disclosure, management information, environmental, social, and governance information, and shareholder rights [15][16]. - The company should utilize multiple channels and platforms for investor relations, including the company website, new media, and direct communication methods like meetings and presentations [17][18]. Group 5: Handling Investor Complaints - The company must address investor complaints promptly and effectively, ensuring the protection of investors' legal rights [27][28]. - The board office is responsible for managing complaints, with a structured process for resolving issues and maintaining communication with investors [29][30]. Group 6: Legal Responsibilities - Violations of the investor relations management system by responsible parties may result in compensation for losses incurred by the company [36][37]. - The company must take corrective actions if any violations of information disclosure regulations are identified [38].