证券代码：600460 证券简称：士兰微 编号：临 2025-036 杭州士兰微电子股份有限公司 关于修订《公司章程》的公告 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。 杭州士兰微电子股份有限公司（以下简称"公司"）于 2025 年 7 月 23 日召 开的第八届董事会第三十六次会议审议通过了《关于修订〈公司章程〉的议案》， 该议案尚须提交公司 2025 年第二次临时股东大会审议。 据 2024 年 7 月 1 日生效实施的新《公司法》、中国证券监督管理委员会发 布的《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章程指 引》《上市公司治理准则》等相关法律法规的规定，结合公司第八届董事会、监 事会即将届满的实际情况，公司拟对《公司章程》进行修订。公司将不再设置监 事会，由董事会审计委员会行使《公司法》规定的监事会的职权。公司《监事会 议事规则》等监事会相关制度将于本次《公司章程》修订生效之日起废止。 《公司章程》本次修订内容如下： | 修订前 | 修订后 | | --- | --- | | 第一条 为维护公司、 ...

关于召开2025年第二次临时股东大会的通知 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： 证券代码：600460 证券简称：士兰微 公告编号：临 2025-037 杭州士兰微电子股份有限公司 股东大会召开日期：2025年8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 一、召开会议的基本情况 （一） 股东大会类型和届次 2025年第二次临时股东大会 （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、时间和地点 召开的日期时间：2025 年 8 月 8 日 14 点 00 分 召开地点：浙江省杭州市西湖区黄姑山路 4 号公司三楼大会议室 （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 8 月 8 日 至2025 年 8 月 8 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当 ...

证券代码：600460 证券简称：士兰微 编号：临 2025-035 杭州士兰微电子股份有限公司 第八届董事会第三十六次会议决议公告 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、准确性和完整性承担法律责任。 杭州士兰微电子股份有限公司（以下简称"公司"）第八届董事会第三十六 次会议于 2025 年 7 月 23 日以通讯的方式召开。本次董事会已于 2025 年 7 月 18 日以电子邮件等方式通知全体董事、监事、高级管理人员，并电话确认。会议应 到董事 12 人，实到 12 人，公司监事、高级管理人员列席了本次会议。会议由董 事长陈向东先生主持。本次会议的召开符合《公司法》及《公司章程》等有关规 定。会议审议并通过了以下决议： 1、同意《关于修订〈公司章程〉的议案》 根据 2024 年 7 月 1 日生效实施的新《公司法》、中国证券监督管理委员会 发布的《关于新〈公司法〉配套制度规则实施相关过渡期安排》《上市公司章程 指引》《上市公司治理准则》等相关法律法规的规定，结合公司第八届董事会、 监事会即将届满的实际情况，拟对《公司章程》进行修订。公司将不再设 ...

Group 1 - The core viewpoint of the articles emphasizes that as the A-share market enters the mid-year performance reporting period, the focus is shifting back to fundamentals, with sectors showing stable profits likely to see valuation increases [1][2] - The CSI A500 ETF (563800) has shown strong performance, with a net asset value increase of 7.60% over the past six months, and its latest scale exceeding 17 billion yuan as of July 20 [1] - Among the CSI A500 index constituents, 129 companies have issued earnings forecasts, with 94 expected to be profitable and 85 anticipating year-on-year net profit growth, indicating a significantly better outlook than the overall market [1][2] Group 2 - The strong performance of the CSI A500 index constituents is attributed to its innovative compilation scheme, which selects leading companies across three industry segments while maintaining industry balance and over-allocating to new productivity sectors [2] - Analysts predict that from 2025 to 2027, the average annual growth rate of net profit attributable to the parent company for the CSI A500 index will reach 10.6%, significantly higher than other broad-based indices [2] - The current phase of the A-share market is characterized by a "profit bottom + policy bottom" resonance, with the CSI A500 index expected to build long-term support above 3,500 points [2]

Core Viewpoint - The power discrete device market is experiencing structural adjustments driven by semiconductor technology advancements and the new energy revolution, with significant growth expected in 2024 and beyond [1][11][13]. Industry Overview - Power discrete devices are independent semiconductor components used for energy conversion and control, capable of handling high voltage and current, and are widely applied in power management, motor drives, and new energy systems [2][4]. - The market is categorized into diodes, transistors, thyristors, and wide bandgap devices, with materials divided into silicon-based and third-generation semiconductors (SiC/GaN) [2][4]. Market Dynamics - The global power discrete device market is projected to grow at a compound annual growth rate (CAGR) of approximately 12%, reaching a market size of 48 billion yuan in 2024, driven by strong demand from the new energy vehicle sector [1][13]. - In 2023, despite a slowdown due to a decline in consumer electronics, high-end devices like automotive-grade IGBTs and SiC MOSFETs maintained over 20% growth [11][13]. Competitive Landscape - The Chinese power discrete device industry features a "pyramid" competition structure, with leading companies like Anshi Semiconductor and BYD Semiconductor at the top, followed by companies like Silan Micro and Huazhong Micro [17][19]. - The domestic market has achieved over 60% replacement rate in mid-to-low-end segments, but high-end sectors still face technological barriers [17][22]. Development Trends - The industry is witnessing three core trends: accelerated penetration of third-generation semiconductor technologies (SiC/GaN), deepening domestic replacement processes, and diversification of application markets [21][22]. - The market for SiC MOSFETs is expected to grow over 30% in 2024, with significant advancements in manufacturing yields and technology [21][22]. - The demand for power discrete devices is increasingly driven by new energy vehicles, photovoltaic energy storage, and industrial control, with expectations of over 10 million new energy vehicles sold by 2025 [21][23].

Group 1 - The Shanghai Green Town Index (H50031) increased by 1.47%, closing at 2323.7 points with a trading volume of 25.331 billion [1] - Over the past month, the index has risen by 3.23%, and over the last three months, it has increased by 7.27%, while it has decreased by 2.12% year-to-date [1] - The index reflects the performance of listed companies influenced by changes in economic and consumption structures, focusing on themes such as intensive, intelligent, and green low-carbon development [1] Group 2 - The top ten weighted stocks in the Shanghai Green Town Index include Wanhuah Chemical (9.46%), Guodian NARI (9.3%), SAIC Motor (8.97%), and others [1] - The index is composed entirely of stocks listed on the Shanghai Stock Exchange, with a 100% representation [1] - The industry composition of the index shows that industrials account for 41.55%, consumer discretionary for 21.87%, materials for 19.53%, information technology for 14.95%, and utilities for 2.10% [2] Group 3 - The index sample is adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [2] - Weight factors are adjusted in accordance with the sample changes, and special circumstances may lead to temporary adjustments [2] - Companies that are delisted or undergo mergers, acquisitions, or splits are handled according to specific calculation and maintenance guidelines [2]

Core Viewpoint - The company expects to achieve a turnaround in net profit for the first half of 2025, projecting a net profit attributable to shareholders of between 235 million to 275 million yuan, compared to a loss in the same period last year [1]. Performance Forecast - The performance forecast period is from January 1, 2025, to June 30, 2025 [1]. - The estimated net profit attributable to shareholders is projected to be between 235 million to 275 million yuan, indicating a turnaround from a loss in the previous year [1]. - The estimated net profit after deducting non-recurring gains and losses is expected to be between 240 million to 280 million yuan, representing an increase of 113.81 million to 153.81 million yuan, or a year-on-year increase of 90.18% to 121.88% [1]. Previous Year Performance - In the same period last year, the net profit attributable to shareholders was -24.92 million yuan, and the net profit after deducting non-recurring gains and losses was 126.20 million yuan [1]. Reasons for Performance Change - The company has implemented an "integration" strategy, launching competitive products and expanding into high-barrier markets such as large home appliances, automotive, new energy, industrial, communications, and computing, leading to rapid revenue growth [3]. - The production lines of subsidiaries, including 5 and 6-inch chip production lines and 8-inch chip production lines, have maintained full production capacity, improving profitability [3].

Macro News - The Central Committee of the Communist Party of China emphasizes strict punishment for financial crimes such as market manipulation, insider trading, illegal fundraising, loan fraud, and money laundering to promote healthy financial market development [1][5] - The People's Bank of China (PBOC) will conduct a 14 trillion yuan reverse repurchase operation on July 15, 2025, to maintain ample liquidity in the banking system, with 8 trillion yuan for 3-month operations and 6 trillion yuan for 6-month operations [3][6] - In the first half of 2025, the total social financing increased by 22.83 trillion yuan, with new loans amounting to 12.92 trillion yuan, and M2 growth of 8.3% year-on-year [4][6] Company News - China Eastern Airlines expects a net loss of 12 billion to 16 billion yuan for the first half of 2025 [12] - Greenland Holdings anticipates a net loss of 30 billion to 35 billion yuan for the first half of 2025 [13] - Longi Green Energy expects a net loss of 24 billion to 28 billion yuan for the first half of 2025, although it represents a reduction in losses compared to the previous year [13] - Perfect World anticipates a net profit of 4.8 billion to 5.2 billion yuan for the first half of 2025, marking a turnaround from losses [17] - Wen Tai Technology expects a net profit increase of 178% to 317% year-on-year for the first half of 2025 [18] - China Rare Earth anticipates a net profit of 136 million to 176 million yuan for the first half of 2025, indicating a return to profitability [21] Investment Opportunities - The Robotaxi industry is expected to experience rapid growth due to technological advancements and supportive policies, with 2025 projected as a year of mass production [29] - The solid-state battery market is anticipated to see significant growth, with expectations for small-scale production by 2027 and larger-scale shipments by 2030, driven by increasing demand for high-performance batteries [30] - The humanoid robot market is projected to grow significantly, with a record order of 124 million yuan for humanoid robot manufacturing services, indicating strong market potential [31] - The successful production of the first barrel of uranium from China's largest natural uranium production project is expected to enhance the country's energy resource security and influence in uranium resource development [32]

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company forecasts a significant H1 2025 performance turnaround, with net profit attributable to the parent expected to be between RMB 235 million and RMB 275 million Estimated Performance for H1 2025 | Metric | Estimated Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | **Net Profit Attributable to Parent** | RMB 235 million to RMB 275 million | Turnaround to Profit | | **Net Profit After Non-recurring Items** | RMB 240 million to RMB 280 million | Growth 90.18% to 121.88% | - This performance forecast has not been audited by a certified public accountant[4](index=4&type=chunk) [Prior Period Performance](index=1&type=section&id=II.%20Prior%20Period%20Operating%20Performance%20and%20Financial%20Position) In H1 2024, the company reported a net loss attributable to the parent of RMB 24.92 million, with net profit after non-recurring items at RMB 126.19 million Prior Period Performance (H1 2024) | Metric | 2024 Prior Period Amount (RMB) | | :--- | :--- | | **Net Profit Attributable to Parent** | -RMB 24.9239 million | | **Net Profit After Non-recurring Items** | RMB 126.1950 million | | **Earnings Per Share** | -RMB 0.02 | [Key Reasons for Performance Change](index=1&type=section&id=III.%20Key%20Reasons%20for%20Current%20Period%20Performance%20Change) Performance growth is driven by the company's 'integrated' strategy, expanding into high-barrier markets, and full-capacity operation of chip production lines - The company deeply implemented its 'integrated' strategy, continuously expanding into high-barrier markets such as large white goods, automotive, new energy, industrial, communication, and computing power, driving **rapid overall revenue growth**[6](index=6&type=chunk)[7](index=7&type=chunk) - Through increased output and cost reduction efficiencies, the company's **overall gross profit margin remained largely stable**[7](index=7&type=chunk) - The company's 5/6-inch, 8-inch, and 12-inch chip production lines all maintained **full-capacity operation**, and power module and device packaging lines actively expanded production, leading to **improved or stable profitability**[7](index=7&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) The company states this performance forecast is a preliminary, unaudited estimate based on professional judgment, with no major uncertainties - This performance forecast is a preliminary estimate based on the company's professional judgment and has not been audited by a certified public accountant[8](index=8&type=chunk) [Other Explanatory Matters](index=2&type=section&id=V.%20Other%20Explanatory%20Matters) Investors are reminded that the disclosed data is preliminary, with final accurate financial figures subject to the official 2025 semi-annual report - The forecast data is preliminary, and the final data will be subject to the company's officially disclosed 2025 semi-annual report, reminding investors to be aware of investment risks[9](index=9&type=chunk)

Group 1 - The core viewpoint of the articles highlights the significant growth in the import and export of high-tech products in Zhejiang Province, with a total value of 192.5 billion yuan in the first five months of the year, representing a year-on-year increase of 15.2% [1] - Exports reached 133.7 billion yuan, while imports amounted to 58.83 billion yuan, showing year-on-year growth rates of 7.8% and 36.6% respectively [1] - The implementation of non-intrusive inspection methods by customs has facilitated faster customs clearance for high-tech products, allowing companies to better explore overseas markets [1] Group 2 - The customs authority has reformed the inspection model for high-tech goods, expanding the scope of convenient inspections and relaxing qualification requirements for applicable enterprises by the end of 2024 [2] - The transportation methods for high-tech products have been diversified to include rail transport, providing more logistics options for high-tech companies [2] - Sanofi (Hangzhou) Pharmaceutical Co., Ltd. has benefited from the non-intrusive inspection policies, with approximately 10% of its imported raw materials transported by rail, ensuring compliance with strict storage conditions [2]