证券代码：600460 证券简称：士兰微 编号：临 2025-043 杭州士兰微电子股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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。 重要内容提示： 会议召开时间：2025 年 8 月 27 日（星期三）下午 14:00-15:00 1 / 2 会 议 召 开 地 点 ： 上 海 证 券 交 易 所 上 证 路 演 中 心 （ 网 址 ： http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2025 年 8 月 20 日（星期三）至 8 月 26 日（星期二）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 600460@silan.com.cn 进行提问。公司将在说明会上对投资者普遍关注的问题进 行回答。 杭州士兰微电子股份有限公司（以下简称"公司"）将于 2025 年 8 月 23 日 发布公司《2025 年半年度报告》。为便于广大投资者更全面深入地了解公司 2025 年 1-6 月的 ...

由于自身资金需求，士兰微将根据市场情况拟通过集中竞价或大宗交易方式减持其所持有的公司股份合 计不超过2,004,246股，拟减持股份数量占公司总股本的比例合计不超过0.50%；士兰创投将根据市场情 况拟通过集中竞价或大宗交易方式减持其所持有的公司股份合计不超过2,004,246股，拟减持股份数量占 公司总股本的比例合计不超过0.50%。减持期间为本公告披露之日起3个交易日后的3个月内。 由于自身资金需求，深圳思齐将根据市场情况拟通过集中竞价或大宗交易方式减持其所持有的公司股份 合计不超过1,000,000股，拟减持股份数量占公司总股本的比例合计不超过0.25%。减持期间为本公告披 露之日起15个交易日后的3个月内。减持价格按市场价格确定。 格隆汇8月13日丨安路科技(688107.SH)公布，由于自身资金需求，安芯合伙将根据市场情况拟通过集中 竞价或大宗交易方式减持其所持有的公司股份不超过3,652,717股，拟减持股份数量占公司总股本的比例 合计不超过0.91%；安路芯合伙将根据市场情况拟通过集中竞价或大宗交易方式减持其所持有的公司股 份不超过148,087股，拟减持股份数量占公司总股本的比例合计不超过0. ...

内容概要：随着消费电子、新能源汽车、再生能源、数据中心等下游市场的飞速发展，带动氮化镓功率 半导体市场需求与日俱增，据统计，2024年我国氮化镓功率半导体需求量达6.95亿颗，市场规模达12.16 亿元，产品单价约为1.75元/颗，未来，随着氮化镓企业对晶圆面积和制造工艺的优化，以及需求增长 带来外延材料成本下降，氮化镓器件将在更多领域具备与传统硅基半导体竞争的能力，应用范围将进一 步拓展。 上市企业：英诺赛科（02577.HK）、士兰微（600460）、华润微（688396） 相关企业：苏州能讯高能半导体有限公司、苏州晶湛半导体有限公司、福建三安集团有限公司、青岛聚 能创芯微电子有限公司 关键词：氮化镓功率半导体发展历程、氮化镓功率半导体市场政策、氮化镓功率半导体产业链、氮化镓 功率半导体发展现状、氮化镓功率半导体竞争格局、氮化镓功率半导体发展趋势 一、概述 电源是所有现代工业的基础，而功率半导体是电源的核心器件。功率器件主要用的半导体材料是硅 （Si）、碳化硅（SiC）和氮化镓（GaN）。第四次全球工业革命需要更高效、更经济的电力供应设 备，尤其是随着电气化应用及人工智能驱动的快速增长。传统硅半导体器件因 ...

Core Viewpoint - The semiconductor industry in A-shares is experiencing a downturn due to the cyclical nature of the sector and slow recovery in consumer electronics demand, leading to widespread declines in net profits among listed companies. However, some leading firms have shown signs of recovery in the second quarter, driven by sectors like artificial intelligence, automotive electronics, and power grids. Group 1: Semiconductor Design Companies - Chip design companies are accelerating inventory reduction, with many reporting a decline in performance in the first half of the year, but some have stabilized and shown growth in the second quarter [2][3] - Rockchip, a leader in AIoT chips, expects revenue of approximately 858 million yuan, a year-on-year decrease of about 31%, but a sequential growth of around 60% in the second quarter [2] - GigaDevice, a leader in Nor Flash memory, anticipates a net profit of about 340 million yuan, down over 70% year-on-year, but with a nearly 30% increase from the first quarter [2] Group 2: Fingerprint Recognition and Wireless Chip Companies - Goodix, a leader in fingerprint recognition chips, expects revenue of about 2.02 billion yuan, a year-on-year increase of approximately 10.5%, but a net loss of about 137 million yuan [3] - Broadcom Integrated anticipates a net loss of between 64.8 million and 43.3 million yuan for the first half of 2023, with some improvement in the second quarter [3] - Zhaoxin Microelectronics, heavily reliant on the mobile market, expects a revenue decline of 25.48% year-on-year, with a net profit decrease of 50.01% to 55.06% [3] Group 3: Packaging and Testing Companies - Packaging and testing companies are showing significant sequential growth, with Tongfu Microelectronics reporting revenue of approximately 9.909 billion yuan, a year-on-year increase of 3.58%, but a net loss of 17 to 19.8 million yuan [7] - Longji Technology, a leading packaging and testing company, expects a net profit of 446 to 546 million yuan, a year-on-year decrease of 64.65% to 71.08%, but a significant increase in the second quarter [8] - Crystal Technology anticipates a net profit of 70 to 80 million yuan, a year-on-year decline of 58.11% to 63.35%, but expects to double its profit in the second quarter compared to the first [9] Group 4: Equipment Companies - Despite the overall semiconductor sector being in a downturn, equipment companies are experiencing rapid growth, with North Huachuang reporting revenue of 7.82 to 8.95 billion yuan, a year-on-year increase of 43.65% to 64.41% [10] - Zhongwei Company, a leader in etching equipment, expects revenue of approximately 2.527 billion yuan, a year-on-year increase of about 28.13%, with a net profit increase of 109.49% to 120.18% [11] - Wan Ye Enterprises is increasing its focus on integrated circuits, expecting a net profit of about 118 million yuan, a year-on-year increase of approximately 316% [12]

Core Viewpoint - The announcement details the election of employee representative director and the restructuring of the board of directors at Hangzhou Silan Microelectronics Co., Ltd. The company has revised its articles of association to include an employee representative director, elected by the employee representative assembly or other democratic means [1][2]. Group 1: Board Restructuring - The eighth board of directors will be succeeded by the ninth board, which consists of 15 directors, including one employee representative director [1]. - Ma Liang was elected as the employee representative director during the employee representative assembly held on August 7, 2025 [1]. - The second extraordinary general meeting of shareholders on August 8, 2025, approved the election of 14 non-employee representative directors, forming the complete ninth board of directors [2]. Group 2: Meeting Details - The extraordinary general meeting was held on August 8, 2025, at the company's headquarters in Hangzhou, with all 15 directors present [7]. - The meeting adopted a combination of on-site and online voting methods, complying with relevant laws and regulations [7]. - All proposed resolutions, including amendments to the articles of association and election of directors, were passed with the required majority [9][10]. Group 3: Director and Management Appointments - Chen Xiangdong was elected as the chairman of the ninth board of directors, with a term aligned with the board's duration [12][13]. - Zheng Shaobo and Fan Weihong were elected as vice-chairmen, also serving for the same term [14][15]. - The board appointed several key management personnel, including Zheng Shaobo as general manager and Li Zhigang and Wu Jianxing as deputy general managers, all with terms consistent with the board [18][20][22].

Group 1 - The legal opinion letter is issued by Grandall Law Firm (Hangzhou) regarding the second extraordinary general meeting of shareholders of Hangzhou Silan Microelectronics Co., Ltd. [2][3] - The law firm confirms that the company has complied with relevant laws, regulations, and its own articles of association in convening and holding the shareholders' meeting [6][9]. - The meeting was held on August 8, 2025, with both on-site and online voting methods utilized for shareholder participation [5][7]. Group 2 - A total of 2,114 shareholders participated in the meeting, representing 662,895,634 shares, which accounts for 39.8358% of the total shares with voting rights [7]. - The meeting's agenda included several resolutions, with the first three being special resolutions requiring a two-thirds majority for approval, while the fourth and fifth were ordinary resolutions needing a simple majority [8][9]. - All resolutions presented at the meeting were approved, and the voting process was conducted in accordance with legal and regulatory requirements [9].

Meeting Details - The shareholders' meeting of Hangzhou Silan Microelectronics Co., Ltd. was held on August 8, 2025, at the company's conference room in Hangzhou, Zhejiang Province [1] - The meeting was conducted with a combination of on-site and online voting, adhering to the regulations of the Company Law and the company's articles of association [1] Attendance and Voting Results - The meeting was presided over by Chairman Chen Xiangdong, with attendance from shareholders holding a significant proportion of shares [1] - Non-cumulative voting proposals were passed with high approval rates, including: - 99.7723% approval for the first proposal with 661,385,989 votes in favor [2] - 97.2971% approval for the second proposal with 644,978,052 votes in favor [2] - 97.1727% approval for the third proposal with 644,153,740 votes in favor [3] Legal Compliance - The meeting's procedures and voting results were confirmed to be in compliance with the Company Law, Shareholders' Meeting Rules, and other relevant regulations [3][6] - The legal opinions were provided by lawyers Hu Min and Sun Jialu, ensuring the legitimacy of the meeting [3]

Core Points - The company held its first meeting of the ninth board of directors on August 8, 2025, where key leadership positions were elected and confirmed [1][2] - Chen Xiangdong was elected as the chairman of the ninth board of directors, with unanimous support from all 15 directors present [1][2] - Zheng Shaobo and Fan Weihong were elected as vice chairmen of the ninth board, also receiving unanimous approval [1][2] Board Committees - The specialized committees of the board were established, including the Audit Committee, Nomination and Compensation Committee, and Strategy and Investment Committee, with their members confirmed [2] - The Audit Committee is chaired by Qiu Baoyin, while the Nomination and Compensation Committee is chaired by Song Chunyu [2] - The Strategy and Investment Committee is chaired by Chen Xiangdong, with a total of seven members [2] Executive Appointments - Zheng Shaobo was appointed as the general manager of the company, with unanimous approval from the board [2][3] - Li Zhigang and Wu Jianxing were appointed as deputy general managers, also receiving unanimous support [2][3] - Chen Yue was appointed as the financial officer and board secretary, with unanimous approval [3] Additional Appointments - Lu Kewai was appointed as the securities affairs representative, with unanimous support from the board [4] - All appointed executives' terms align with the term of the ninth board of directors [2][3][4] Personnel Background - Detailed resumes of key personnel were provided, highlighting their qualifications and roles within the company [6][7][8][9] - Chen Xiangdong, the chairman, has been with the company since its founding in September 1997 and holds significant shares [6] - Zheng Shaobo, the general manager, has also been with the company since its inception and holds a substantial number of shares [7]

Group 1 - The company Silan Microelectronics announced the convening of its second extraordinary general meeting of shareholders for 2025 on August 8, 2025 [2] - The meeting will review and approve multiple proposals, including the proposal for amendments [2]

Group 1 - The company, Silan Microelectronics, announced the election of Mr. Ma Liang as the employee representative director of the ninth board of directors during the employee representative assembly held on August 7, 2025 [2]