| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 2025-137 | | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | 闻泰科技股份有限公司 关于 2023 年股票期权激励计划首次授予第二个行权期 行权条件成就及注销部分股票期权的公告 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： ● 行权股票来源：闻泰科技股份有限公司（以下简称"公司"）向激励对 象定向发行的公司股票 一、股权激励计划批准及实施情况 （一）股权激励计划方案批准情况 公司于2023年8月6日召开第十一届董事会第二十二次会议，审议通过《关于 <闻泰科技股份有限公司2023年股票期权激励计划（草案）>及其摘要的议案》 《关于<闻泰科技股份有限公司2023年股票期权激励计划实施考核管理办法>的 议案》及《关于提请股东大会授权董事会全权办理本次激励计划有关事宜的议案》 等议案，公司独立董事就本次激励计划相关议案发表了独立意见。同日，公司召 开第十一届监事会第十六次会议，审议通过《关 ...

北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：(86-10) 8519-1300 传真：(86-10) 8519-1350 北京市君合律师事务所 关于闻泰科技股份有限公司 公司已向本所提供了出具本法律意见书所必需的和真实的原始书面材料、副本材 料、复印材料或者口头证言，不存在任何遗漏、隐瞒、虚假或误导之处，且该等 文件和口头证言于提交给本所之日及本法律意见书出具之日，未发生任何变更； 文件资料为副本、复印件的，其内容均与正本或原件相符；提交给本所的各项文 件的签署人均具有完全的民事行为能力，并且其签署行为已获得恰当、有效的授 权。对于本所无法独立查验的事实，本所律师依赖政府有关部门、公司及其他相 关方出具的有关证明、说明文件。 在本法律意见书中，本所律师仅对本法律意见书出具之日以前已经发生或存 在的且与本次行权及本次注销事项有关的重要法律问题发表法律意见，并不对其 他问题以及会计、审计、投资决策、业绩考核目标及考核结果等事项发表意见。 本法律意见书系以中国法律为依据出具，且仅限于本法律意见书出具之前已公布 且现行有效的中国法律。本法律意见书不对境外法律或适用境外法律的事项发表 意见。 ...

| 证券代码：600745 | 证券简称：闻泰科技 | 公告编号：临 | 2025-136 | | --- | --- | --- | --- | | 转债代码：110081 | 转债简称：闻泰转债 | | | 闻泰科技股份有限公司 （一）闻泰科技股份有限公司（以下简称"公司"）第十二届董事会第十九 次会议的召开符合有关法律、行政法规、部门规章、规范性文件和《公司章程》 的规定。 （二）2025 年 9 月 2 日通过邮件方式向全体董事及高级管理人员发出了会 议通知。 （三）本次会议于 2025 年 9 月 4 日以通讯表决方式召开。 （四）本次董事会会议应当出席的董事 5 人，实际出席会议的董事 5 人（其 中：委托出席的董事 0 人，以通讯表决方式出席会议 5 人），0 人缺席会议。 （五）本次董事会由董事长杨沐女士主持，财务总监列席了本次会议。 二、董事会会议审议情况 （一）审议通过《关于 2023 年股票期权激励计划首次授予股票期权第二个 行权期行权条件成就的议案》 第十二届董事会第十九次会议决议公告 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 ...

Group 1: Semiconductor Industry Overview - The strategic value of the semiconductor industry has surged due to the explosive demand for AI computing power and the wave of domestic substitution, positioning semiconductors as a core engine for economic transformation [2] - Massive capital inflow into the semiconductor sector has been driven by policy support and investment, leading to significant stock price increases, such as Cambrian's stock price surpassing Kweichow Moutai, making it the most expensive stock in the A-share market [2] Group 2: Huida Technology Incident - Huida Technology's president, Liu Yuping, was formally investigated by the China Securities Regulatory Commission (CSRC) for insider trading just five months after taking office [3][4] - Despite the company's assurances that the investigation pertains to Liu personally and will not affect the company's operations, investor concerns remain high [3][5] - Liu, a veteran with 20 years at Huida, had recently returned to the company and was involved in a stock buyback plan that raised suspicions regarding potential insider information [4][6] Group 3: Financial Performance of Huida Technology - Huida Technology reported a slight decline in revenue for the first half of 2025, with operating income of 2.251 billion yuan, down 0.2% year-on-year, while net profit attributable to shareholders increased by 35.74% to 431 million yuan [5] - The company proposed a cash dividend of 0.15 yuan per share (before tax) [5] Group 4: Wenta Technology Incident - Wenta Technology's controlling shareholder and actual controller were also investigated for information disclosure violations, highlighting a trend of increased regulatory scrutiny in the capital market [8][11] - The CSRC issued a warning and fines totaling 5 million yuan to Wenta Technology's controlling shareholder for failing to disclose related party relationships and other violations [8][10] Group 5: Market Implications - Both Huida Technology and Wenta Technology incidents reflect a tightening regulatory environment, with potential impacts on investor confidence due to insider trading allegations and information disclosure issues [11] - The regulatory response indicates a stronger stance against violations related to market transparency and compliance, especially in the context of deepening reforms in the registration system [11]

Investment Rating - The industry rating is maintained as "Outperform the Market" [7] Core Insights - The global semiconductor industry is experiencing structural prosperity driven by rapid growth in AI computing demand, accelerated terminal intelligence, recovery in automotive electronics, and deepening domestic substitution [2][5] - In Q2 2025, the semiconductor sector achieved revenue of 133.66 billion RMB and a net profit of 10.63 billion RMB, indicating a clear trend of profit recovery [2][32] - The electronic sector remains the top heavy allocation industry with a configuration ratio of 18.67%, while the semiconductor sub-sector leads with a holding ratio of 10.47% [2][19] Summary by Sections 1. Q2 2025 Semiconductor Performance Summary - The semiconductor industry saw significant growth across most sub-sectors, with integrated circuit manufacturing, packaging and testing, and chip design performing particularly well [3][15] - Major players like SMIC and Hua Hong Semiconductor reported revenue growth of 23.1% and 19.1% respectively, with capacity utilization exceeding 90% [3][15] - The advanced packaging demand is increasing, with leading companies like Longji Technology and Tongfu Microelectronics showing revenue growth of 20.1% and 17.67% respectively [3][15] 2. IC Design Sector - The SoC sector is leading with significant growth, driven by AIoT and new product launches from major companies [4][16] - Companies like Rockchip and Hengxuan Technology reported net profit growth of 191% and 106.45% respectively [4][16] - The ASIC segment, represented by companies like Cambricon, saw a staggering revenue increase of 4347.82% year-on-year [4][16] 3. Storage and Power Semiconductors - The storage sector is entering an upward price cycle, with companies like Jiangbolong and Baiwei Storage reporting significant revenue increases [4][16] - The power semiconductor sector is recovering, driven by demand from electric vehicles and industrial applications, with companies like Wentai Technology and Silan Microelectronics showing substantial profit growth [4][16] 4. Equipment and Materials - The equipment and materials sector is optimistic, with companies like North Huachuang reporting a revenue increase of 29.51% in H1 2025 [3][15] - The domestic substitution trend is accelerating, with a positive outlook for orders in the equipment materials sub-sector [3][15] 5. Market Outlook - The semiconductor industry is expected to maintain an optimistic growth trajectory in 2025, driven by AI and domestic substitution [5][17] - The report suggests focusing on storage, power, foundry, ASIC, and SoC sectors for performance elasticity, as well as the domestic substitution of equipment materials and computing chips [5][17]

Investment Rating - The report maintains a "Buy" rating for Wentech Technology (600745) [4][11] Core Views - The company is focusing entirely on semiconductors by divesting its ODM business. In the first half of 2025, it achieved revenue of 25.341 billion yuan, a year-on-year decrease of 24.56%, while net profit attributable to the parent company was 0.474 billion yuan, a year-on-year increase of 237.36% [2][3] - The company is undergoing a strategic business transformation and has completed the sale of three subsidiaries in the first half of 2025. The investment gains from these divestitures are expected to be reflected in the third quarter [3] - The semiconductor business generated revenue of 7.825 billion yuan in the first half of 2025, a year-on-year increase of 11.23%, with net profit of 1.261 billion yuan, up 17.05% year-on-year. The company has seen strong growth in the automotive, industrial, and consumer sectors [3] Financial Forecasts - Revenue projections for 2025, 2026, and 2027 are 33.75 billion yuan, 18.54 billion yuan, and 21.69 billion yuan, respectively. Net profit forecasts for the same years are 1.86 billion yuan, 2.64 billion yuan, and 3.33 billion yuan [4][6] - The report indicates a significant decline in revenue for 2025, with a forecasted decrease of 54.15% compared to 2024, followed by a recovery in 2027 with a growth rate of 17.00% [6][10] Company Overview - The latest closing price for Wentech Technology is 43.43 yuan, with a total market capitalization of 54.1 billion yuan. The company has a debt-to-asset ratio of 53.5% [7][10]

Core Viewpoint - The semiconductor industry in A-shares has shown significant growth in revenue and profit for the first half of 2025, indicating a positive trend in the sector. Group 1: Revenue Growth - In the first half of 2025, 131 out of 163 semiconductor listed companies reported revenue growth, with total revenue reaching 320.63 billion yuan, an increase of 15.61% compared to the same period last year [1][2]. - Notable companies with significant revenue growth include: - North Huachuang: 161.42 billion yuan, up 30.86% [2] - Long Electric Technology: 188.05 billion yuan, up 20.14% [2] - SMIC: 323.48 billion yuan, up 23.14% [2] Group 2: Profit Growth - In the first half of 2025, 87 out of 163 semiconductor listed companies achieved profit growth, with total net profit amounting to 24.43 billion yuan, a year-on-year increase of 33.38% [4][5]. - Key companies with notable profit increases include: - North Huachuang: 3.21 billion yuan, up 15.37% [5] - SMIC: 2.30 billion yuan, up 39.76% [5] - Taiwei Group: 2.03 billion yuan, up 48.34% [5] Group 3: Return on Equity (ROE) - In the first half of 2025, 79 out of 163 semiconductor listed companies reported a return on equity (ROE) greater than 2% [7]. Group 4: Market Performance - As of August 31, 2025, 148 out of 163 semiconductor listed companies experienced stock price increases, with a total market capitalization of 5.88 trillion yuan, reflecting an overall increase of 43.77% [8].

Investment Rating - The report maintains a "Strong Buy" rating for the company, indicating an expectation to outperform the benchmark index by over 20% in the next six months [6][21]. Core Insights - The company's semiconductor business has shown outstanding performance, with a significant increase in gross margin and net profit. The revenue for the first half of 2025 reached 78.25 billion yuan, a year-on-year increase of 11.23%, and the gross margin for this segment was 37.89% [6][7]. - The company is strategically divesting its product integration business to focus entirely on semiconductor operations, which is expected to enhance its competitive position in the global power semiconductor industry [6][7]. - The company has successfully increased its market share in the automotive semiconductor sector, with revenue from this area rising from 44% in 2021 to 59.86% in the first half of 2025 [6][7]. Financial Summary - For the first half of 2025, the company reported total revenue of 253.41 billion yuan, a year-on-year decrease of 24.56%, but a net profit of 4.74 billion yuan, reflecting a year-on-year increase of 237.36% [6]. - The forecast for net profit for 2025-2027 has been adjusted to 18.01 billion yuan, 24.34 billion yuan, and 28.48 billion yuan respectively, based on the company's industry position and asset quality [6][7]. - The target price for the company's stock is set at 58.7 yuan, based on a price-to-earnings ratio of 30 times for 2026 [6][7].

Core Viewpoint - Wentech Technology has reported impressive interim results, indicating a significant recovery in the semiconductor industry, suggesting that the company's potential is just beginning to be recognized [1] Financial Performance - The company achieved operating revenue of 25.341 billion yuan and a net profit attributable to shareholders of 474 million yuan, marking a nearly 2.2 times increase [1] - The semiconductor business generated revenue of 7.825 billion yuan with a gross margin of 37.89%, and a net profit of 1.261 billion yuan, showing a quarter-on-quarter growth trend [2][4] - The net cash flow from operating activities increased by 61.28% year-on-year to 4.261 billion yuan, indicating improved financial health [3] Strategic Transformation - The company has successfully divested non-core ODM businesses, focusing entirely on the semiconductor sector, which is expected to enhance its growth potential [2][5] - The strategic shift has led to a clearer asset structure and improved cash flow, allowing for continued investment in the semiconductor business [3] Growth Drivers - The semiconductor business is showing clear signs of acceleration, with revenue and net profit increasing by 11.23% and 17.05% year-on-year, respectively [4] - The company is positioned to benefit from high-pressure products, with new high-voltage GaN devices being integrated into automotive applications [5][6] - The company is expanding production capacity, with significant advancements in its 12-inch wafer fab and plans for further production lines [5] Market Position and Future Outlook - Wentech holds the third-largest share in the global power device market and is well-positioned to capitalize on the growing demand for power chips in the automotive sector [6] - The company is also tapping into the AI and energy revolution, with a strong product lineup in SiC and GaN technologies, which are essential for modern applications [6][7] - The ongoing strategic transformation and focus on high-growth areas suggest that the company may be on the verge of significant value re-evaluation in the semiconductor industry [2][7]

引言：闻泰科技交出了一份亮眼的半年报，在半导体行业整体处于复苏拐点的背景下依然非常突出。多 年来，这家公司犹如一颗"埋在泥土深处的明珠"，被市场误解和低估。而如今，随着这份华丽转身的中 报，是否意味着——闻泰的光芒，才刚刚开始被人看见？ 半导体业务在上半年实现收入、净利润分别同比增加11.23%、增加17.05%，毛利率维持高位，且Q1/Q2 收入分别为37.11亿元与41.14亿元、净利润5.78亿元与6.83亿元，季度环比改善显示复苏迹象。公司披 露，下半年半导体收入有望在上半年基础上"进一步环比增长"。 二、高景气赛道+多增长引擎，能否让"明珠"持续闪耀？ 日前闻泰科技发布的中期业绩释放出积极信号。 根据财报，公司上半年实现营业收入253.41亿元，归母净利润4.74亿元，实现近2.2倍的跃升；其中作为 战略核心的半导体业务实现营收78.25亿元、毛利率37.89%，净利润12.61亿元，且二季度收入与利润环 比继续上行，季度动能逐季增强。在手订单支撑下半年延续环比增长趋势，这为全年经营定下了更扎实 的底色。 数字背后，是一次坚决的战略转身——ODM业务正在交割中，非核心业务基本出清，财务报表第一次 以 ...