证券代码：600460 证券简称：士兰微 编号：临 2025-029 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5月22日召开 了第八届董事会第三十五次会议和第八届监事会第二十五次会议，审议通过了 《关于2021年股票期权激励计划首次授予的股票期权第四个行权期行权条件未 成就及注销相应股票期权的议案》，同意注销2021年股票期权激励计划首次授予 的股票期权第四个行权期对应的股票期权452.2875万份。具体内容详见公司于 2025年5月23日在上海证券交易所网站（www.sse.com.cn）披露的相关公告，公 告编号：临2025-025。 公司向中国证券登记结算有限责任公司上海分公司提交了注销上述股票期 权的申请。经中国证券登记结算有限责任公司上海分公司审核确认，上述 452.2875 万份股票期权注销事宜已于近日办理完毕。本次部分股票期权注销不会 影响公司股本结构。本次股票期权注销完成后，公司 2021 年股票期权激励计划 全部完结。 特此公告。 杭州士兰微电 ...

国浩律师（杭州）事务所 关 于 杭州士兰微电子股份有限公司 2024 年年度股东大会 法律意见书 网址/Website：http://www.grandall.com.cn 二〇二五年六月 国浩律师（杭州）事务所 法律意见书 国浩律师（杭州）事务所 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 关 于 杭州士兰微电子股份有限公司 2024 年年度股东大会 法律意见书 致：杭州士兰微电子股份有限公司 国浩律师（杭州）事务所（以下简称"本所"）接受杭州士兰微电子股份有限 公司（以下简称"公司"）委托，指派律师出席公司 2024 年年度股东大会（以 下简称"本次股东大会"），并依据《 ...

Core Insights - The Chinese semiconductor diode industry is experiencing rapid development and transformation, with a projected market size of $2.257 billion in 2024, reflecting a year-on-year growth of 15.33% driven by strong demand from sectors such as electric vehicles, 5G communications, and industrial control [1][10] - Domestic companies are accelerating breakthroughs in technology, focusing on the application of third-generation semiconductor materials like silicon carbide (SiC) and gallium nitride (GaN), which are pushing diodes towards high frequency, high efficiency, and high voltage capabilities [1][10] - Innovations in optoelectronic integration have emerged, such as a three-electrode optoelectronic diode structure proposed by the University of Science and Technology of China, which enhances optical communication bandwidth by 60% [1][10] Industry Overview - Semiconductor diodes are electronic devices made from semiconductor materials (like silicon and germanium) with a core PN junction structure, enabling unidirectional conductivity essential for various electronic functions [2] - The industry has evolved through four main stages: initial development (1956-1960s), exploration and challenges (1970s-1980s), technology introduction and catch-up (1980s-1990s), and rapid development and independent innovation (2000s-present) [4][6][7] Market Dynamics - The upstream of the semiconductor diode industry includes raw materials, production equipment, and R&D, while the downstream applications span consumer electronics, communications, automotive electronics, industrial control, and new energy sectors [9] - In the first four months of 2025, China imported 160.8 billion semiconductor devices, marking a 2.16% increase in quantity but a 0.81% decrease in value, indicating persistent domestic demand despite reliance on imports for certain categories [12] Key Companies - Leading companies such as Huazhong Microelectronics, Yangjie Technology, and Suzhou Good Drive dominate the market due to their technological accumulation and production capacity [14] - Yangjie Technology reported a revenue of 1.579 billion yuan in Q1 2025, up 18.90% year-on-year, with a net profit increase of 51.22% [16] - Suzhou Good Drive, one of the largest diode manufacturers globally, produced 250 million units monthly, holding an 8%-9% market share [18] Industry Trends - The industry is moving towards high-end technology, with third-generation semiconductor materials becoming a core driver for advancements [20] - There is a surge in demand from downstream sectors, particularly in electric vehicles and 5G communications, leading to increased applications of diodes in battery management and motor drive systems [21][22] - The industry is witnessing enhanced collaboration across the supply chain, with domestic companies integrating resources to improve high-end manufacturing capabilities and reduce reliance on imports [23]

600460 士兰微 2024 年年度股东大会会议资料 杭州士兰微电子股份有限公司 2024 年年度股东大会 会议资料 1 / 28 600460 士兰微 2024 年年度股东大会会议资料 会议资料目录 | 议案之一：2024 | 年年度报告及摘要 | 3 | | --- | --- | --- | | 议案之二：2024 | 年度董事会工作报告 | 4 | | 议案之三：2024 | 年度监事会工作报告 | 7 | | 议案之四：2024 | 年度财务决算报告 | 10 | | 议案之五：2024 | 年度利润分配方案 | 15 | | 议案之六：关于 2024 | 年度董事薪酬的议案 16 | | | 议案之七：关于 2024 | 年度监事薪酬的议案 18 | | | 议案之八：关于与士兰集科日常关联交易的议案 15 | | | | 议案之九：关于续聘 | 2025 年度审计机构的议案 20 | | | 议案之十：关于 2025 | 年度对子公司提供日常担保额度的议案 | 23 | | 议案之十一：关于开展 | 年度外汇衍生品交易业务的议案 2025 | 26 | 2 / 28 600460 士兰微 20 ...

Core Viewpoint - The company has announced an adjustment in the guarantee amount provided for its subsidiary, Xiamen Silan Ming Gallium Semiconductor Co., Ltd., increasing the guarantee ratio and amount for a long-term loan from the National Development Bank [3][5][9]. Summary by Sections Guarantee Overview - The company signed a guarantee contract amendment on May 29, 2025, adjusting the guarantee ratio for a 950 million yuan long-term loan from 30% to 56.5638%, increasing the guarantee amount from a maximum of 285 million yuan to a maximum of 537.4 million yuan [3][5]. - As of the announcement date, the actual guarantee amount provided by the company for Silan Ming Gallium is 578 million yuan, which is within the approved limit by the shareholders' meeting [3][8]. Financial Condition of the Guaranteed Entity - Silan Ming Gallium's latest audited debt-to-asset ratio is 70.86%, indicating a significant level of leverage [4]. - The company is involved in the manufacturing of LED chips and 6-inch SiC chips, with expectations of increased shipment volumes in 2025 due to technological improvements and efficiency enhancements [9]. Internal Decision-Making Process - The adjustment of the guarantee amount was approved in the board meeting on April 23, 2025, and the first extraordinary shareholders' meeting on May 9, 2025 [7][10]. - The company has no overdue external guarantees, and the guarantee is not related to any connected parties [6][7]. Total External Guarantees - As of the announcement date, the total external guarantees approved by the company and its subsidiaries amount to 5.1658 billion yuan, which is 42.29% of the company's latest audited net assets [11]. - The guarantees provided to subsidiaries total 4.2374 billion yuan, representing 34.69% of the company's latest audited net assets [11].

证券代码：600460 证券简称：士兰微 编号：临 2025-027 杭州士兰微电子股份有限公司 截至本公告披露日，公司为士兰明镓实际提供的担保余额为 5.78 亿元，担 保余额在公司相关股东大会批准的担保额度范围内。 ● 本次担保无反担保。 ● 本公司不存在逾期对外担保。 ● 特别风险提示： 关于为控股子公司提供担保的进展公告 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。 重要内容提示： ● 被担保人名称： 厦门士兰明镓化合物半导体有限公司（以下简称"士兰明镓"）。士兰明镓 为杭州士兰微电子股份有限公司（以下简称"公司"或"本公司"）之控股子公 司。 ● 本次预计担保金额及已实际为其提供的担保余额： 公司于 2025 年 5 月 29 日签署了《保证合同变更协议》，按最新持股比例调 整对士兰明镓 9.5 亿元中长期贷款所提供的担保比例，即担保比例从 30%变更为 56.5638%，对应的担保额度从不超过 2.85 亿元变更为不超过 5.374 亿元。 上述担保无反担保。上述担保非关联担保。 被担保人士兰明镓最近一期经审计的 ...

Core Viewpoint - The article discusses the advancements and applications of Silicon Carbide (SiC) technology in various sectors, particularly in electric vehicles and renewable energy, highlighting the industry's growth potential and challenges ahead [2][4][16]. Group 1: Industry Developments - The third generation of SiC MOSFET products is being developed by STMicroelectronics, with a focus on the Chinese market, aiming for better alignment with local automotive needs [5][6]. - National Electronic has achieved significant advancements in SiC technology, with their MOSFET chips demonstrating a minimum on-resistance of 11mΩ and trench chips as low as 9mΩ, indicating a strong competitive edge [6][7]. - SiC products from various companies are being increasingly adopted in industrial applications, including energy storage systems and AI data centers, showcasing the versatility of SiC technology [8][9]. Group 2: Market Opportunities - The electric vehicle (EV) sector remains the primary market for SiC, accounting for nearly 80% of its application, but emerging markets such as AI server power supplies and industrial applications are expected to drive future growth [16][24]. - The potential for SiC applications in eVTOL (electric vertical takeoff and landing) and electric shipping is being explored, with significant weight and efficiency advantages noted for eVTOL applications [10][13]. - The demand for SiC in the power supply sector, including charging stations and fast charging for electric trucks, is anticipated to grow, driven by the need for efficient energy solutions [17][18]. Group 3: Challenges and Considerations - The industry faces challenges in standardization and cost-effectiveness for SiC applications in new markets, particularly in eVTOL and electric shipping, where high voltage requirements and cost considerations are critical [11][12]. - Companies are urged to focus on product maturity, cost optimization, and innovation to capture emerging market opportunities effectively [25][26]. - The need for tailored solutions in industrial applications is emphasized, as diverse customer requirements necessitate customized designs and approaches [27][28].

Summary of Hangzhou Silan Microelectronics Co. Ltd. Conference Call Company and Industry - **Company**: Hangzhou Silan Microelectronics Co. Ltd. (600460.SS) - **Industry**: Semiconductors, specifically focusing on power semiconductors in Greater China Core Points and Arguments - **Stock Rating**: Equal-weight [3] - **Industry View**: In-Line [3] - **Price Target**: Rmb22.50, with the current stock price at Rmb24.55 as of May 16, 2025 [5] - **52-Week Range**: Rmb34.69 - Rmb16.32 [5] - **Earnings Forecasts**: - 2025 EPS forecast decreased by 11% due to a 1Q25 earnings miss [5] - 2026 EPS forecast increased by 2% [5] - 2027 EPS forecast remains largely unchanged [5] - **Revenue Growth**: Expected revenue CAGR of 23% from 2024 to 2027, with gross margin improving to 30% by 2025-2027 from 19% in 2024 [10] - **Investment Thesis**: Silan is positioned to benefit from China's power semiconductor localization trend, but faces near-term challenges due to competition [12] Financial Metrics - **Fiscal Year Ending**: - 2025e EPS: Rmb0.2 (consensus Rmb0.7) [22] - 2026e EPS: Rmb0.6 (consensus Rmb0.4) [22] - 2027e EPS: Rmb1.1 (consensus Rmb1.4) [22] - **Net Income**: Projected at Rmb321.4 million for 2025 [22] - **Return on Equity (ROE)**: Expected to be 2.7% for 2025 [22] Risk Factors - **Margin Pressure**: Due to increased competition [6] - **Market Dynamics**: Potential slow sales growth and gross margin decline in bear case scenarios [16] - **Economic Conditions**: Risks include weak demand due to economic recession and slower-than-expected capacity expansion [26] Additional Insights - **Market Share**: Anticipated gains from Chinese auto OEMs adopting Silan's IGBT and SiC modules [10] - **Technology Improvements**: Focus on advancements in IGBT modules and MOSFET technology [26] - **Investment Drivers**: Stronger demand from electric vehicle penetration and market share gains in home appliance IPM [26] Consensus and Ratings Distribution - **Consensus Rating Distribution**: 14% Overweight, 43% Equal-weight, 43% Underweight [14] - **Price Target Distribution**: Consensus price target ranges from Rmb15.90 to Rmb27.92 [7] This summary encapsulates the key points from the conference call regarding Hangzhou Silan Microelectronics Co. Ltd., highlighting its financial outlook, market position, and associated risks.

Investment Rating - The industry investment rating is "Outperform" (maintained) [2] Core Insights - The profitability of the power semiconductor industry is steadily improving, with the automotive sector and data centers being the main growth drivers. The domestic production of medium and low voltage devices for automobiles is continuously advancing [4][7] - The penetration of SiC MOSFETs in new energy vehicles is increasing, with a notable rise in the market share of domestic suppliers in the IGBT module sector [38][39] - The overall industry is entering a stable phase, with demand from consumption and industrial control maintaining steady growth, while the new energy vehicle market continues to expand [6][21] Summary by Sections Power Semiconductor Performance - The industry is experiencing a recovery in profitability as revenues improve, with automotive and data center applications being the primary growth areas [4] - The sales volume of new energy vehicles in March reached 1.24 million units, a year-on-year increase of 40.1%, with a penetration rate of 42.4% [32][34] New Energy Vehicles - The market share of new energy vehicles with a peak power of over 200kW has increased from 9% in 2022 to 25% in the first quarter of 2025 [35] - The penetration rate of SiC MOSFETs in new energy vehicles reached 18.9% in the first quarter of 2025, indicating a shift towards higher power modules [38] Charging Infrastructure - The number of charging stations in March 2025 increased by 634,000 units, with public charging stations showing a year-on-year decrease of 18.35% [5] Market Dynamics - The competition among leading companies in the IGBT module market is stabilizing, with domestic suppliers gaining market share as overseas competitors decline [38][39] - The industry is expected to continue its growth trend in 2024, driven by the demand for automotive power devices and the ongoing transition to electric vehicles [6][21]

Core Viewpoint - The company has decided to cancel stock options from its 2021 stock option incentive plan due to unmet performance conditions for the fourth exercise period, resulting in the cancellation of 452.2875 thousand stock options [4][10][11]. Group 1: Stock Option Incentive Plan Overview - The stock option incentive plan was initially approved on November 29, 2021, with the first grant date set for December 22, 2021, allowing for a total of 2,003.25 thousand stock options to be granted to 2,419 individuals at an exercise price of 51.27 yuan per share [3][4]. - The plan's performance assessment spans from 2021 to 2024, with specific revenue growth targets set for each exercise period [9]. Group 2: Performance Conditions and Cancellations - The company did not meet the performance targets for the fourth exercise period, which required a cumulative revenue growth rate of at least 742% from 2020 to 2024 [9][10]. - As a result, the company has agreed to cancel all stock options corresponding to the fourth exercise period, totaling 452.2875 thousand options [10][11]. Group 3: Impact and Approval Process - The cancellation of these stock options is not expected to significantly impact the company's capital structure, financial status, or operational results [10]. - The board of directors and the supervisory board approved the cancellation with unanimous votes, confirming that the decision aligns with the company's incentive plan regulations [10][11].