证券代码：688035 证券简称：德邦科技 公告编号：2025-056 烟台德邦科技股份有限公司 关于取消监事会、修订《公司章程》并办理工商变更 登记、修订和制定部分公司治理制度的公告 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、准确性和完整性依法承担法律责任。 2025 年 8 月 15 日，烟台德邦科技股份有限公司（以下简称"公司"）召开第 二届董事会第十九次会议，审议通过了《关于取消监事会及修订<公司章程>的 议案》《关于修订及制定部分公司治理制度的议案》。具体情况如下： 一、取消监事会的情况 根据 2024 年 7 月 1 日起实施的《中华人民共和国公司法》（以下简称《公司 法》），中国证券监督管理委员会(以下简称"中国证监会")发布的《关于新〈公 司法〉配套制度规则实施相关过渡期安排》以及《上市公司章程指引》的规定， 上市公司将不再设置监事会或监事，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》等监事会相关制度相应废止，公司各项规 章制度中涉及监事会、监事的规定不再适用。 在公司股东大会审议通过取消监事会设置事项前 ...

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 烟台德邦科技股份有限公司 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。 重要内容提示： 证券代码：688035 证券简称：德邦科技 公告编号：2025-055 召开日期时间：2025 年 9 月 1 日 14 点 30 分 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 9 月 1 日 至2025 年 9 月 1 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 股东大会召开日期：2025年9月1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 （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 召开地点：山东省烟台市经济技术开发区珠江路 66 号正海大厦 29 层 （五） 网络投票的系统、起止日期和投票时间。 东大 ...

证券代码：688035 证券简称：德邦科技 公告编号：2025-051 烟台德邦科技股份有限公司 第二届监事会第十五次会议决议公告 （一）审议通过《关于<2025 年半年度报告>及摘要的议案》 公司依照相关法律法规和《公司章程》等内部规章制度的规定，编制了《2025 年半年度报告》及其摘要。 监事会认为：公司《2025 年半年度报告》公允反映了公司报告期内的财务 状况和经营成果，所包含的信息从各个方面真实地反映出公司报告期内的经营管 理和财务状况等事项；公司 2025 年半年度报告所披露的信息真实、准确、完整， 不存在虚假记载、误导性陈述或重大遗漏；未发现参与公司 2025 年半年度报告 编制和审议的人员有违反保密规定的行为。 本公司监事会及全体监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。 一、监事会会议召开情况 烟台德邦科技股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日在公 司会议室以现场结合通讯表决的方式召开了第二届监事会第十五次会议，本次会 议已于 2025 年 8 月 5 日以邮件方式发出会议通知。会议应到监事 3 ...

证券代码：688035 证券简称：德邦科技 公告编号：2025-056 烟台德邦科技股份有限公司 表决结果：8 票赞成，0 票反对，0 票弃权。 第二届董事会第十九次会议决议公告 本公司董事会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 烟台德邦科技股份有限公司（以下简称"公司"）第二届董事会第十九次会 议于 2025 年 8 月 15 日以现场结合通讯表决的方式召开。本次会议通知及相关资 料已于 2025 年 8 月 5 日以电子邮件的方式送达全体董事。本次董事会由董事长 解海华先生主持，会议应出席董事人数为 8 人，实际到会人数为 8 人。本次董事 会的召集与召开程序、出席会议人员资格及表决程序、决议内容符合《中华人民 共和国公司法》及《烟台德邦科技股份有限公司章程》的有关规定，会议做出的 决议合法、有效。 二、董事会会议审议情况 经公司董事会以记名方式表决，本次董事会审议并通过了以下议案： （一）审议通过《关于<2025 年半年度报告>及摘要的议案》 本议案已经审计委员会审议通过，并同意提交董事会审议。 ...

证券代码：688035 证券简称：德邦科技 公告编号：2025-053 烟台德邦科技股份有限公司 2025 年中期利润分配方案的公告 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： 每股分配比例：每 10 股派发现金红利人民币 1.00 元（含税），不进 行资本公积转增股本，不送红股。 本次利润分配以实施权益分派股权登记日登记的总股本扣除股份回购 专用账户内股票数量为基数，具体日期将在权益分派实施公告中明确。 在实施权益分派的股权登记日前公司总股本发生变动的，拟维持每股 分配比例不变，相应调整分配总额，并将另行公告具体调整情况。 一、 利润分配方案内容 根据《烟台德邦科技股份有限公司 2025 年半年度报告》（未经审计），公 司 2025 年上半年归属于上市公司股东的净利润为 45,573,498.99 元，截至 2025 年 6 月 30 日，母公司期末可供分配利润为 251,446,906.14 元。 为积极回报全体投资者，保持长期积极稳定回报股东的分红策略，根据《公 司法》等法律法规及《公司章程》的有关规 ...

[Important Notice](index=2&type=section&id=重要提示) This section highlights critical information including significant risks, the unaudited status of the report, the 2025 semi-annual profit distribution plan, and a disclaimer for forward-looking statements. [Significant Risk Warning](index=2&type=section&id=二、重大风险) The company has detailed various operational risks and countermeasures in this report, advising investors to review the "Risk Factors" section. - The company has detailed operational risks and countermeasures, investors are advised to consult the "Risk Factors" section[3](index=3&type=chunk) [Unaudited Report Statement](index=2&type=section&id=四、本半年度报告未经审计) This semi-annual report is unaudited, but company executives declare the financial reports are true, accurate, and complete. - This semi-annual report is unaudited[4](index=4&type=chunk) - Company executives Xie Haihua (Chairman), Yu Jie (CFO), and Zhang Chengjia (Head of Accounting) declare the financial reports are true, accurate, and complete[4](index=4&type=chunk) [2025 Semi-Annual Profit Distribution Plan](index=2&type=section&id=六、董事会决议通过的本报告期利润分配预案或公积金转增股本预案) The board approved a 2025 semi-annual profit distribution plan of RMB 1.00 (tax inclusive) cash dividend per 10 shares, with no capital reserve conversion or bonus shares, totaling RMB 14.08 million, representing 30.88% of net profit attributable to shareholders. - The company plans to distribute a cash dividend of **RMB 1.00 (tax inclusive) per 10 shares** to all shareholders[4](index=4&type=chunk) - No capital reserve conversion to share capital or bonus shares will be issued[4](index=4&type=chunk) 2025 Semi-Annual Profit Distribution Overview | Indicator | Amount/Ratio | | :--- | :--- | | Proposed Cash Dividend Total | RMB 14,075,002.90 (tax inclusive) | | Percentage of 2025 Semi-Annual Consolidated Net Profit Attributable to Shareholders | 30.88% | | Total Share Capital (as of June 30, 2025) | 142.24 million shares | | Shares deducted for repurchase special account | 1,489,971 shares | | Actual Dividend Base Share Capital | 140,750,029 shares | [Forward-Looking Statement Risk Disclaimer](index=2&type=section&id=八、前瞻性陈述的风险声明) Forward-looking statements in this report regarding future plans and strategies do not constitute a substantive commitment to investors, who should be aware of investment risks. - Forward-looking statements in this report do not constitute substantive commitments, investors should be aware of investment risks[6](index=6&type=chunk) [Section I Definitions](index=5&type=section&id=第一节%20释义) This section defines common terms used in the report, including company and subsidiary names, investment institutions, major industry competitors, and technical terms in integrated circuits and new energy, ensuring accurate understanding of the report content. [Definitions of Common Terms](index=5&type=section&id=常用词语释义) This section defines common terms used in the report, including company and subsidiary names, investment institutions, major industry competitors, and technical terms in integrated circuits and new energy, ensuring accurate understanding of the report content. - Defines common terms such as company, subsidiaries, investment institutions, and competitors[12](index=12&type=chunk) - Explains technical terms in integrated circuits and new energy, such as advanced packaging, Low-k, HJT, TOPCon, TSV, and ABF substrates[12](index=12&type=chunk)[13](index=13&type=chunk) [Section II Company Profile and Key Financial Indicators](index=7&type=section&id=第二节%20公司简介和主要财务指标) This section provides an overview of the company's basic information, contact details, information disclosure channels, stock overview, and key accounting data and financial indicators for the reporting period. [Company Basic Information](index=7&type=section&id=一、公司基本情况) This section outlines basic information for Yantai Debang Technology Co., Ltd., including its Chinese and English names, legal representative, registered and office addresses, company website, and email. - Company's Chinese name is Yantai Debang Technology Co., Ltd., abbreviated as **Debang Technology**[15](index=15&type=chunk) - Legal representative is **Xie Haihua**, registered and office address is No. 3-3 Kaifeng Road, Economic and Technological Development Zone, Yantai City, Shandong Province[15](index=15&type=chunk) [Contact Persons and Information](index=7&type=section&id=二、联系人和联系方式) This section provides contact details for the company's Board Secretary (domestic information disclosure representative) Yu Jie and Securities Affairs Representative Zhai Cheng, including addresses, phone numbers, faxes, and email addresses. - Board Secretary is **Yu Jie**, Securities Affairs Representative is **Zhai Cheng**[16](index=16&type=chunk) - Contact address for both is 29th Floor, Zhenghai Building, No. 66 Zhuji Road, Economic and Technological Development Zone, Yantai City, Shandong Province[16](index=16&type=chunk) [Information Disclosure and Document Availability](index=7&type=section&id=三、信息披露及备置地点变更情况简介) The company designates China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily as information disclosure newspapers, with the semi-annual report published on the Shanghai Stock Exchange website and available at the company's Board Office. - Information disclosure newspapers include **China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily**[17](index=17&type=chunk) - Semi-annual report is published on **www.sse.com.cn** and available at the company's Board Office[17](index=17&type=chunk) [Company Stock Overview](index=7&type=section&id=四、公司股票%2F存托凭证简况) The company's stock is RMB ordinary shares (A-shares), listed on the STAR Market of the Shanghai Stock Exchange, with stock abbreviation Debang Technology and stock code 688035. - Stock type is **RMB ordinary shares (A-shares)**, listed on the **STAR Market of the Shanghai Stock Exchange**[18](index=18&type=chunk) - Stock abbreviation is **Debang Technology**, stock code is **688035**[18](index=18&type=chunk) [Key Accounting Data and Financial Indicators](index=8&type=section&id=六、公司主要会计数据和财务指标) During the reporting period, the company's operating revenue increased by 49.02% to RMB 690 million, driven by market improvement and the acquisition of Tajino. Net profit increased by 35.19% to RMB 45.57 million, with non-recurring net profit up 53.47%. Net cash flow from operating activities decreased by 109.90%, mainly due to reduced bill collection and increased cash payments for goods. Key Accounting Data (Jan-Jun 2025 vs. Prior Year Period) | Indicator | Current Period (Jan-Jun) | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | RMB 689,940,363.33 | RMB 462,975,364.20 | 49.02 | | Total Profit | RMB 50,004,416.23 | RMB 37,929,842.17 | 31.83 | | Net Profit Attributable to Shareholders of Listed Company | RMB 45,573,498.99 | RMB 33,710,727.09 | 35.19 | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Items) | RMB 44,287,232.18 | RMB 28,857,375.54 | 53.47 | | Net Cash Flow from Operating Activities | RMB -18,228,037.28 | RMB 184,143,829.32 | -109.90 | Key Financial Indicators (Jan-Jun 2025 vs. Prior Year Period) | Indicator | Current Period (Jan-Jun) | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (RMB/share) | 0.32 | 0.24 | 33.33 | | Diluted Earnings Per Share (RMB/share) | 0.32 | 0.24 | 33.33 | | Basic Earnings Per Share (Excluding Non-Recurring Items) (RMB/share) | 0.31 | 0.20 | 55.00 | | Weighted Average Return on Net Assets (%) | 1.98 | 1.49 | Increase of 0.49 percentage points | | Weighted Average Return on Net Assets (Excluding Non-Recurring Items) (%) | 1.92 | 1.28 | Increase of 0.64 percentage points | | R&D Investment as Percentage of Operating Revenue (%) | 5.47 | 5.70 | Decrease of 0.23 percentage points | - Operating revenue growth primarily driven by overall positive market environment (**40.77% contribution**) and the acquisition of Tajino (**8.25% contribution**)[21](index=21&type=chunk) - Profit growth driven by expanded revenue scale and enhanced profitability from the Tajino acquisition[22](index=22&type=chunk) - Net cash flow from operating activities significantly decreased, mainly due to reduced bill collection and discounting, coupled with increased cash payments for goods and services to ensure order delivery[22](index=22&type=chunk) [Non-Recurring Gains and Losses](index=9&type=section&id=八、非经常性损益项目和金额) During the reporting period, the company's non-recurring gains and losses totaled RMB 1.29 million, primarily including government subsidies, entrusted investment gains/losses, and other non-operating income/expenses, with VAT input tax deduction and asset-related government subsidy amortization classified as recurring gains/losses. Non-Recurring Gains and Losses Items and Amounts | Non-Recurring Gains and Losses Item | Amount | | :--- | :--- | | Disposal gains/losses of non-current assets | RMB -11,617.05 | | Government subsidies included in current profit/loss (non-recurring impact) | RMB 795,101.10 | | Fair value changes and disposal gains/losses of financial assets and liabilities held by non-financial enterprises | RMB 65,271.55 | | Gains/losses from entrusted investments or asset management | RMB 625,256.88 | | Other non-operating income and expenses | RMB 187,892.95 | | Less: Income tax impact | RMB 314,093.16 | | Minority interest impact (after tax) | RMB 61,545.46 | | **Total** | **RMB 1,286,266.81** | - VAT input tax deduction of **RMB 1,372,557.16** and amortization of asset-related government subsidies of **RMB 4,867,607.09** were classified as recurring gains and losses[27](index=27&type=chunk) [Net Profit After Deducting Share-Based Payment Impact](index=10&type=section&id=九、存在股权激励、员工持股计划的公司可选择披露扣除股份支付影响后的净利润) During the reporting period, the company's net profit after deducting the impact of share-based payments was RMB 53,751,699.67, an increase of 18.24% compared to the same period last year. Net Profit After Deducting Share-Based Payment Impact | Indicator | Current Period (Jan-Jun) | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Share-Based Payment Impact | RMB 53,751,699.67 | RMB 45,460,070.02 | 18.24 | [Section III Management Discussion and Analysis](index=11&type=section&id=第三节%20管理层讨论与分析) This section provides a comprehensive discussion and analysis of the company's industry landscape, main business operations, R&D efforts, capacity expansion, investor return initiatives, core competitiveness, and financial performance during the reporting period. [Industry and Main Business Overview](index=11&type=section&id=一、报告期内公司所属行业及主营业务情况说明) This section details the development of the integrated circuit, smart terminal, new energy battery, and high-end equipment industries in the first half of 2025, the company's market position, and overall industry trends, along with product and operating models for each main business segment. [Company's Industry Situation](index=11&type=section&id=（一）公司所属行业情况) The integrated circuit, smart terminal, new energy battery, and high-end equipment industries, to which the company belongs, all experienced a complex landscape of technological change and market expansion in H1 2025. The integrated circuit packaging materials market is expected to exceed $26 billion, with China's market growing over 20%, driven by advanced packaging materials. The smart terminal market saw slower growth but accelerated AI feature penetration, with China as a key growth engine. The new energy battery industry experienced both high growth and deep adjustments, with power battery installations up 35% and N-type battery technology becoming mainstream. High-end equipment manufacturing moved towards intelligence and green practices, but core components still rely on imports. - The integrated circuit packaging materials industry continued its high prosperity cycle, with the global market expected to exceed **$26 billion**, and the Chinese market reaching **RMB 60 billion**, growing over **20%** year-on-year[32](index=32&type=chunk) - The market share of advanced packaging materials is projected to increase from **35% in 2025** to over **45% by 2030**[32](index=32&type=chunk) - Smartphone market growth significantly slowed (IDC forecasts global shipments to grow only **0.6% in 2025**), but AI features are rapidly penetrating mid-range models (expected penetration rate of **34%**)[33](index=33&type=chunk) - Global power battery installations reached approximately **369.8 GWh**, a **35%** year-on-year increase, with China's power battery installations accounting for **61.4%** of the global share[34](index=34&type=chunk) - High-end equipment manufacturing output exceeded **RMB 20 trillion**, the adhesive industry scale surpassed **RMB 20 billion**, and domestic adhesives in emerging fields like new energy vehicle manufacturing have growth potential[35](index=35&type=chunk)[36](index=36&type=chunk) - The integrated circuit advanced packaging market is expected to exceed **RMB 110 billion in 2025**, with an average annual compound growth rate of **17%**[42](index=42&type=chunk) - New energy passenger vehicle retail sales from January to June totaled **5.468 million units**, a **33.3%** year-on-year increase[43](index=43&type=chunk) [Company's Main Business Operations](index=13&type=section&id=（二）公司主营业务情况) The company's main business covers four areas: integrated circuit packaging materials, smart terminal packaging materials, new energy application materials, and high-end equipment application materials. In integrated circuits, it provides comprehensive solutions for wafer fixing, conductivity, thermal management, and protection, while continuously developing advanced packaging materials. Smart terminal materials are widely used in phones and wearables, offering structural bonding, conductivity, thermal management, and sealing. New energy materials provide full-scenario solutions for power and energy storage batteries, including high-strength structural bonding, low-modulus cushioning, lightweight design, enhanced thermal conductivity, and insulation protection. High-end equipment materials are applied in automotive, rail transit, and construction machinery, offering diverse chemical systems of adhesive products. - Integrated circuit packaging materials include packaging substrates, die attach adhesives, lead frames, bonding wires, underfill, and thermal interface materials; the company provides comprehensive product solutions for wafer fixing, conductivity, thermal management, protection, and improving chip reliability[45](index=45&type=chunk)[46](index=46&type=chunk) - Smart terminal packaging materials are widely used in smartphones, tablets, and smart wearables, offering composite functions such as structural bonding, conductivity, thermal management, sealing, protection, material forming, waterproofing, dustproofing, and electromagnetic shielding[48](index=48&type=chunk)[50](index=50&type=chunk) - New energy application materials provide full-scenario solutions for power and energy storage batteries, including high-strength structural bonding, low-modulus cushioning, lightweight design, enhanced thermal conductivity, insulation protection, and enclosure sealing[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - High-end equipment application materials are used in automotive manufacturing, rail locomotives, construction machinery, mining machinery, smart home appliances, and power tools, with a rich and diverse product matrix covering polyurethane, epoxy, acrylic, silicone, and tape products[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Main Business Models](index=16&type=section&id=（三）主要经营模式) The company adopts a "procurement based on production" model combined with "production based on sales and demand forecasting" to ensure production-sales balance. Sales models include direct sales to key accounts and distribution through authorized dealers. The R&D model is market-oriented and customer-centric, focusing on technological innovation and commercialization, maintaining competitive advantage through continuous investment, talent acquisition, industry-academia-research collaboration, and intellectual property protection. - Procurement model is "procurement based on production," with contracts signed with qualified suppliers based on production plans, inventory, and material requirements[58](index=58&type=chunk) - Production model combines "production based on sales and demand forecasting" to align production plans with sales performance[59](index=59&type=chunk) - Sales models include direct sales (to leading customers like Huawei, Apple, Xiaomi) and distribution (expanding market through authorized dealers)[60](index=60&type=chunk)[61](index=61&type=chunk) - R&D model is market-oriented and customer-centric, driving innovation through team collaboration, parallel multi-team efforts, optimized assessment, early customer design involvement, enhanced testing and validation capabilities, and strengthened internal learning[62](index=62&type=chunk)[63](index=63&type=chunk) [Discussion and Analysis of Operations](index=18&type=section&id=二、经营情况的讨论与分析) During the reporting period, the company's operating revenue increased by 49.02% to RMB 690 million, and net profit increased by 35.19% to RMB 45.57 million. By focusing on its main business, enriching its product matrix, and deeply cultivating downstream markets, the company achieved business growth in integrated circuits, smart terminals, new energy, and high-end equipment. The company also continued to increase R&D investment, with R&D expenses growing by 43.25%, and achieved several important R&D results. Furthermore, the company optimized its domestic production capacity layout, accelerated overseas market expansion, and actively implemented shareholder return measures, including cash dividends and share repurchases, to safeguard company value growth. 2025 Semi-Annual Operating Performance | Indicator | Amount | | :--- | :--- | | Operating Revenue | RMB 689.94 million | | Net Profit Attributable to Shareholders of Listed Company | RMB 45.57 million | | Total Assets | RMB 3.016 billion | | Net Assets Attributable to Shareholders of Listed Company | RMB 2.298 billion | - Operating revenue increased by **49.02%**, and net profit increased by **35.19%**[64](index=64&type=chunk) [Focusing on Main Business and Market Cultivation](index=18&type=section&id=（一）聚焦主业，丰富产品矩阵，深耕下游市场) The company, led by integrated circuit packaging material technology, continuously enriched its product lines and deepened market penetration in four application areas: integrated circuits, smart terminals, new energy, and high-end equipment. In integrated circuits, mature products like UV film, die attach adhesive, and TIM continued to grow, while chip-level Underfill, AD adhesive, and DAF/CDAF achieved domestic substitution. In smart terminals, products successfully entered the supply chains of leading brands like Apple, Huawei, and Xiaomi, with a high market share in TWS earphones and penetration into core modules for mobile phones. In new energy, cooperation with leading power battery companies deepened, energy storage business grew strongly, and international expansion was actively pursued. In high-end equipment, customized high-reliability structural adhesives and high-temperature resistant sealants were developed, with close cooperation with industry-leading customers. - In integrated circuit packaging materials, mature products like **UV film, die attach adhesive, TIM1.5/TIM2** continued to grow, while chip-level **Underfill, AD adhesive, DAF/CDAF** achieved domestic substitution and small-batch delivery[65](index=65&type=chunk) - Smart terminal packaging materials serve leading brands such as **Apple, Huawei, and Xiaomi**, hold a high market share in **TWS earphones**, and mobile phone products are penetrating from secondary modules to core modules[66](index=66&type=chunk) - New energy application materials deepened cooperation with leading power battery companies, with strong growth in energy storage business, and are gradually establishing overseas technical service centers to accelerate international expansion[66](index=66&type=chunk)[67](index=67&type=chunk) - High-end equipment application materials focus on industrial MRO, rail transit, automotive manufacturing, and new energy motors, developing customized high-reliability structural adhesives and high-temperature resistant sealants for mass application[67](index=67&type=chunk) [R&D Investment and Innovation Capability](index=19&type=section&id=（二）加大研发投入，提高创新能力及核心竞争力) During the reporting period, the company's R&D investment reached RMB 37.77 million, a 43.25% year-on-year increase, with R&D expenses accounting for 5.47% of operating revenue. The R&D team expanded to 177 people, a 29.20% year-on-year increase. The company achieved several important R&D results in areas such as COF UF flip-chip underfill, conductive silver paste for displays, gap-filling adhesive for curved phone screens, MS hybrid resin materials for new energy power batteries, polyurethane materials for power battery PACK encapsulation, inkjet UV curable coatings, automotive electronic bonding and sealing adhesives, and high-temperature and high-humidity resistant materials for magnetic core bonding. R&D Investment Overview | Indicator | Amount/Ratio | | :--- | :--- | | R&D Investment | RMB 37.77 million | | Year-on-year Growth | 43.25% | | R&D Expenses as Percentage of Operating Revenue | 5.47% | | R&D Team Size | 177 people | | R&D Team Size Year-on-year Growth | 29.20% | - Major R&D achievements include: **COF UF flip-chip underfill adhesive** validated by leading domestic customers; **water-based conductive adhesive** tested and applied in display field; **single-component moisture-curing polyurethane hot-melt adhesive** for curved phone screen sealing achieved mass production and won a "Technology Breakthrough Award"; **MS hybrid products** expanded in functionality and series, and are mass-used by new energy vehicle manufacturers; launched **polyurethane materials** suitable for power battery PACK encapsulation; **inkjet UV curable coatings** received preliminary recognition from some customers; **RTV bonding and sealing adhesives** and **thermosetting bonding and sealing materials** for automotive electronics entered the introduction/small-batch delivery stage; **high-temperature and high-humidity resistant materials** for magnetic core bonding met high reliability requirements[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Capacity Layout and Overseas Market Expansion](index=20&type=section&id=（三）优化国内产能布局，加快开拓海外市场) The company continued to optimize its domestic capacity layout, with the Sichuan Meishan base completed, forming a development pattern that echoes north-south and links east-west. In overseas market expansion, the company uses Southeast Asian countries as a base, actively participates in international industry exhibitions (such as CIBF2025), engages in in-depth exchanges with overseas customers, enhances brand international visibility and influence, and promotes business implementation and market penetration. - Sichuan Meishan base completed, forming a development pattern that echoes north-south and links east-west, enhancing national market coverage[73](index=73&type=chunk) - Using Southeast Asian countries like **Singapore, Thailand, and Vietnam** as overseas expansion bases, actively participating in international exhibitions (e.g., **CIBF2025**) to enhance brand international visibility[73](index=73&type=chunk) [Investor Return Initiatives](index=20&type=section&id=（四）积极落实回报举措，护航公司价值成长) The company actively implements investor return initiatives, maintaining a cash dividend ratio of over 30% since its listing. During the reporting period, the company carried out its 2024 annual equity distribution, distributing cash dividends of RMB 35,114,579.50, and formulated the 2025 interim profit distribution plan, proposing cash dividends of RMB 14,075,002.90. Additionally, the actual controller proposed a second phase of share repurchase, with 804,951 shares repurchased and RMB 30.8736 million paid. The company also developed a "Quality Improvement, Efficiency Enhancement, and High Returns" special action plan, committed to improving operational levels and investment value. - The company has consistently maintained a cash dividend amount of over **30%** of net profit attributable to shareholders since its listing[74](index=74&type=chunk) 2024 Annual and 2025 Semi-Annual Profit Distribution | Distribution Plan | Total Cash Dividend (tax inclusive) | | :--- | :--- | | 2024 Annual Equity Distribution | RMB 35,114,579.50 | | 2025 Semi-Annual Profit Distribution Plan | RMB 14,075,002.90 | - The second phase of share repurchase proposed by the actual controller has completed **804,951 shares**, with **RMB 30.8736 million** paid[75](index=75&type=chunk) - Formulated a "Quality Improvement, Efficiency Enhancement, and High Returns" special action plan to enhance company operational levels and investment value from multiple dimensions including market expansion, technological innovation, corporate governance, and investor return system[76](index=76&type=chunk)[77](index=77&type=chunk) [Core Competitiveness Analysis](index=21&type=section&id=三、报告期内核心竞争力分析) The company's core competitiveness lies in five aspects: R&D, talent, production, customer resources, and system solutions. It boasts outstanding R&D advantages, with national-level experts and a complete R&D system, undertaking major national scientific research projects, and achieving significant breakthroughs in MS hybrid technology and high-performance gel pads. The talent team is highly qualified, with R&D personnel increasing by 29.20%. Production capabilities include rapid response and a robust quality assurance system. Customer resources are premium, with long-term partnerships with leading domestic and international enterprises. The advantage of rich system solutions provides customized services and deepens customer collaboration. [Core Competitiveness Analysis](index=21&type=section&id=%28一%29%20核心竞争力分析) The company's core competitiveness lies in five aspects: R&D, talent, production, customer resources, and system solutions. It boasts outstanding R&D advantages, with national-level experts and a complete R&D system, undertaking major national scientific research projects. The talent team is highly qualified, with R&D personnel increasing by 29.20%. Production capabilities include rapid response and a robust quality assurance system. Customer resources are premium, with long-term partnerships with leading domestic and international enterprises. The advantage of rich system solutions provides customized services and deepens customer collaboration. - R&D Advantage: Focuses on high-end electronic packaging material R&D, led by a core scientific research team with national-level overseas talent, undertaking multiple major national scientific research projects, and mastering industry-leading formulation and process technologies[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk) - Talent Advantage: Possesses a high-caliber core management team and a specialized core technical team, with **177 R&D personnel**, a **29.20%** year-on-year increase[81](index=81&type=chunk) - Production Advantage: Features rapid market response capabilities and industry-leading intelligent manufacturing factories, certified with **ISO9001, IATF16949** and other management systems, ensuring product quality[82](index=82&type=chunk) - Customer Resource Advantage: Established long-term partnerships with renowned domestic and international enterprises such as **Huatian Technology, Tongfu Microelectronics, JCET, Apple, Huawei, Xiaomi, CATL, and BYD**[83](index=83&type=chunk)[84](index=84&type=chunk) - System Solution Advantage: Provides comprehensive system solutions, deeply involved in customer new product design, and solves personalized problems through customized services[85](index=85&type=chunk) [Core Technologies and R&D Progress](index=23&type=section&id=%28三%29%20核心技术与研发进展) The company's core technologies focus on formulation design and compounding, covering polymer synthesis, laboratory formulation, and material experimental data processing. During the reporting period, the company achieved significant breakthroughs in MS hybrid technology, high-temperature resistant bonding technology for single-component polyurethane materials, fast-curing technology for two-component polyurethane, and inkjet UV curable coatings. Subsidiary Tajino achieved domestic and international leading levels in high-performance gel pads, ultra-thin thermal interface materials, and high-reliability alloy thermal pads. The company's R&D investment continued to grow, R&D personnel increased, and it holds numerous invention and utility model patents. - Core technologies focus on formulation design and compounding, involving selection and modification of base resins, selection and compounding of fillers, surface treatment, and selection and compounding of additives[87](index=87&type=chunk) - In H1 2025, **MS hybrid technology** continued to break through, launching thermal conductive and low-viscosity products; **high-temperature resistant bonding technology for single-component polyurethane materials** achieved breakthroughs; **fast-curing technology for two-component polyurethane** expanded application scenarios; **inkjet UV curable coatings** became a strong alternative to blue film for cell protection[90](index=90&type=chunk) - Subsidiary Tajino developed high-performance gel pads (**12W high thermal conductivity**) suitable for server AI GPUs, high-reliability ultra-thin thermal interface materials, and high-reliability alloy thermal pads, achieving leading domestic and international comprehensive performance[90](index=90&type=chunk) R&D Investment Overview | Indicator | Current Period Amount | Prior Year Period Amount | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | RMB 37,773,528.79 | RMB 26,369,663.24 | 43.25 | | Total R&D Investment | RMB 37,773,528.79 | RMB 26,369,663.24 | 43.25 | | Total R&D Investment as Percentage of Operating Revenue (%) | 5.47 | 5.70 | Decrease of 0.23 percentage points | - Total R&D investment increased by **43.25%** year-on-year, mainly due to increased R&D personnel, equipment investment, and annual performance-based compensation[94](index=94&type=chunk) Intellectual Property Acquired During Reporting Period | Category | New Applications This Period (units) | New Grants This Period (units) | Cumulative Applications (units) | Cumulative Grants (units) | | :--- | :--- | :--- | :--- | :--- | | Invention Patents | 6 | 9 | 822 | 355 | | Utility Model Patents | 5 | 6 | 75 | 75 | | Software Copyrights | 0 | 0 | 6 | 6 | | Total | 11 | 15 | 904 | 437 | R&D Personnel Overview | Indicator | Current Period Amount | Prior Year Period Amount | | :--- | :--- | :--- | | Number of R&D Personnel (persons) | 177 | 137 | | R&D Personnel as Percentage of Total Company Personnel (%) | 19.67 | 20.27 | | Total R&D Personnel Compensation | RMB 21.74 million | RMB 13.42 million | | Average R&D Personnel Compensation | RMB 122,800 | RMB 98,000 | [Risk Factors](index=28&type=section&id=四、风险因素) The company faces multiple risks, including core competitiveness risks (product iteration, loss of technical personnel, core technology leakage), operational risks (management challenges from business expansion, small operating scale), financial risks (gross margin fluctuations, exchange rate fluctuations, accounts receivable collection, tax incentive changes, reduced government subsidies, goodwill impairment), industry risks (slowdown in integrated circuit localization, intensified competition in smart terminal and new energy industries, high-end equipment manufacturing technology innovation risks), and macroeconomic risks (stricter environmental policies, trade protectionism, raw material price volatility, new technology substitution). [Core Competitiveness Risks](index=28&type=section&id=（一）核心竞争力风险) The company faces risks of product iteration and technology development; failure to accurately grasp industry trends or insufficient R&D capabilities could impact product sales and profitability. Additionally, the loss of key technical personnel and leakage of core technologies could weaken the company's market competitiveness. - Product iteration and technology development risk: Rapid industry technological upgrades require the company to continuously develop new products to meet customer demands, otherwise product sales and profitability may be affected[102](index=102&type=chunk) - Risk of losing key technical personnel: The high-end electronic packaging materials industry is technology-intensive, and the loss of key technical personnel would adversely affect the company's production and operations[103](index=103&type=chunk)[104](index=104&type=chunk) - Risk of core technology leakage: If the company's product formulations and process flows are copied or leaked, its market competitiveness will be severely impacted[105](index=105&type=chunk) [Operational Risks](index=29&type=section&id=（二）经营风险) As the company's business scale continues to expand, management will face higher demands; if governance models and operational levels are not optimized in a timely manner, it could adversely affect operating performance. Furthermore, the company's relatively small operating scale and weaker ability to withstand operational risks may lead to missed business opportunities and slower revenue growth. - Management risk from expanding business scale: The company's assets, business, organizational structure, and personnel scale are expanding, posing higher demands on management; if management levels are not improved in a timely manner, operating performance may be affected[106](index=106&type=chunk) - Risk of relatively small operating scale and weaker ability to withstand operational risks: Compared to major competitors, the company's smaller scale may prevent it from undertaking all order demands, leading to slower operating revenue growth[107](index=107&type=chunk) [Financial Risks](index=29&type=section&id=（三）财务风险) The company faces gross margin fluctuation risks, especially with intense price competition in the new energy power battery packaging materials sector, which could lead to a decline in gross margin. Exchange rate fluctuations may result in exchange losses. Large accounts receivable balances pose collection risks if major customers' financial health deteriorates. Changes in tax incentives and government subsidy policies could impact operating performance. Additionally, the acquisition of Tajino created significant goodwill, posing a goodwill impairment risk. - Gross margin fluctuation risk: Gross margins for different products are affected by various factors, and intense price competition in the new energy power battery packaging materials sector may lead to a significant decline in gross margin[108](index=108&type=chunk) - Exchange rate fluctuation risk: The company's global presence involves foreign currency exchange, and significant exchange rate fluctuations may lead to exchange losses[109](index=109&type=chunk) - Risk of uncollectible accounts receivable: Growing sales lead to large accounts receivable balances, and deterioration in customer financial conditions may affect cash flow[110](index=110&type=chunk) - Risk of changes in tax incentives: Changes in tax incentive policies such as high-tech enterprise status and R&D expense super deduction may adversely affect operating performance[112](index=112&type=chunk) - Risk of reduced government subsidies: Reduced government support for relevant industrial policies in the future may lead to decreased government subsidies, impacting operating performance[113](index=113&type=chunk) - Goodwill impairment risk: The acquisition of Tajino resulted in **RMB 195,651,847.61** in goodwill; if Tajino's future operating performance falls short of expectations, there is a risk of goodwill impairment[114](index=114&type=chunk) [Industry Risks](index=30&type=section&id=（四）行业风险) The company faces risks from a slowdown in integrated circuit localization, with high-end materials still reliant on imports. The smart terminal industry is affected by raw material prices, rapid technological iteration, and intensified market competition. The new energy industry faces fierce competition, with ongoing price wars and cost pressures. The high-end equipment manufacturing industry faces challenges such as raw material price volatility, high demands for technological iteration, and stratified market competition. - Risk of slowdown in integrated circuit localization: High-end materials (e.g., **ABF substrates, automotive-grade molding compounds**) have a localization rate of less than **10%**, and technological barriers and supply chain stability are affected by external factors[115](index=115&type=chunk) - Smart terminal industry faces multiple challenges: Raw material price volatility, high difficulty and rapid iteration in technology R&D, and fierce market competition (international giants dominate high-end, price wars in mid-to-low end)[116](index=116&type=chunk) - Intensified competition risk in new energy industry: Increased market entrants, frequent price wars, annual price reductions from clients, and raw material price fluctuations squeeze product gross margins[117](index=117&type=chunk) - Technology innovation risk in high-end equipment manufacturing: Raw material price volatility, downstream technology iteration (e.g., higher efficiency for new energy vehicle motors) increases performance requirements for packaging materials, and market competition is fierce[118](index=118&type=chunk) [Macroeconomic Environment Risks](index=30&type=section&id=（五）宏观环境风险) In 2025, the packaging materials market faces multiple macroeconomic risks under global "dual carbon" goals, including stricter environmental policies, rising trade protectionism, unstable supply and price volatility of key raw materials, and accelerated emergence of new technologies and substitute materials, which could increase corporate costs, hinder market expansion, and reshape the market competitive landscape. - Stricter environmental policies: Under global "dual carbon" goals, carbon emissions and VOCs emission limits are tightening, increasing R&D investment in environmentally friendly adhesives and compliance costs[120](index=120&type=chunk) - Rising trade protectionism: Upgraded European and American technical regulations set technical barriers, hindering overseas market expansion[120](index=120&type=chunk) - Unstable raw material supply: Key raw materials like epoxy resins and silicones are affected by geopolitical factors and extreme weather, leading to decreased supply stability and increased price volatility[120](index=120&type=chunk) - Accelerated emergence of new technologies and substitute materials: Failure to keep up with cutting-edge trends could lead to rapid substitution of existing products, reshaping the market competitive landscape[120](index=120&type=chunk) [Major Operating Performance During the Reporting Period](index=31&type=section&id=五、报告期内主要经营情况) During the reporting period, the company's operating revenue increased by 49.02% to RMB 690 million, and net profit attributable to shareholders increased by 35.19% to RMB 45.57 million. Revenue growth was primarily due to a favorable market environment and the acquisition of Tajino. Net cash flow from operating activities decreased by 109.90%, mainly due to reduced bill collection and increased payments for goods. The asset-liability structure changed, with goodwill significantly increasing due to the Tajino acquisition. The company's total external equity investment for the period was RMB 287 million, a 212.81% year-on-year increase, mainly investing in Yantai BOE and acquiring Tajino equity. 2025 Semi-Annual Major Operating Data | Indicator | Amount | | :--- | :--- | | Operating Revenue | RMB 689.94 million | | Net Profit Attributable to Shareholders of Listed Company | RMB 45.57 million | - Operating revenue increased by **49.02%**, and net profit increased by **35.19%**[121](index=121&type=chunk) [Main Business Analysis](index=31&type=section&id=%28一%29%20主营业务分析) During the reporting period, the company's operating revenue increased by 49.02%, primarily due to a favorable market environment and the successful implementation of the company's M&A strategy, with significant growth in integrated circuit and smart terminal segments, and steady growth in new energy and high-end equipment segments. Operating costs varied with revenue growth. Selling and administrative expenses increased mainly due to market expansion, personnel reserves, and performance-based compensation. Financial expenses decreased due to reduced interest income from idle funds. R&D expenses increased due to higher R&D investment. Net cash flow from operating activities decreased due to reduced bill collection and increased cash payments for goods. Financial Statement Item Changes (Jan-Jun 2025 vs. Prior Year Period) | Item | Current Period Amount | Prior Year Period Amount | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | RMB 689,940,363.33 | RMB 462,975,364.20 | 49.02 | | Operating Cost | RMB 500,502,914.10 | RMB 344,107,595.23 | 45.45 | | Selling Expenses | RMB 44,574,997.91 | RMB 27,443,879.09 | 62.42 | | Administrative Expenses | RMB 54,142,411.40 | RMB 43,415,485.85 | 24.71 | | Financial Expenses | RMB -2,058,438.31 | RMB -4,753,996.62 | Not applicable | | R&D Expenses | RMB 37,773,528.79 | RMB 26,369,663.24 | 43.25 | | Net Cash Flow from Operating Activities | RMB -18,228,037.28 | RMB 184,143,829.32 | -109.90 | | Net Cash Flow from Investing Activities | RMB 34,316,074.24 | RMB 78,795,798.33 | -56.45 | | Net Cash Flow from Financing Activities | RMB -70,873,196.84 | RMB -51,501,716.88 | Not applicable | - Operating revenue growth primarily driven by overall positive market environment and successful implementation of the company's M&A strategy, with significant growth in integrated circuit and smart terminal segments, and steady growth in new energy and high-end equipment segments[123](index=123&type=chunk) - Net cash flow from operating activities decreased by **109.90%** year-on-year, mainly due to reduced bill collection and discounting, coupled with increased cash payments for goods and services to ensure order delivery[123](index=123&type=chunk) [Analysis of Assets and Liabilities](index=32&type=section&id=%28三%29%20资产、负债情况分析) At the end of the reporting period, the company's total assets were RMB 3.016 billion, a 1.54% increase year-on-year; net assets attributable to shareholders were RMB 2.298 billion, a 0.18% increase year-on-year. Asset structure changed significantly, with trading financial assets and non-current assets due within one year decreasing, while long-term equity investments and goodwill substantially increased due to the Tajino acquisition. On the liability side, short-term borrowings decreased, while notes payable, long-term borrowings, and long-term payables increased. Changes in Assets and Liabilities (June 30, 2025 vs. End of Prior Year) | Item Name | Current Period-End Amount | Current Period-End as % of Total Assets | Prior Year-End Amount | Prior Year-End as % of Total Assets | Change from Prior Year-End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | RMB 135,082,321.01 | 4.48 | RMB 278,760,702.08 | 9.39 | -51.54 | | Notes Receivable | RMB 175,398,024.43 | 5.82 | RMB 119,451,680.65 | 4.02 | 46.84 | | Other Receivables | RMB 3,005,974.48 | 0.10 | RMB 10,920,089.02 | 0.37 | -72.47 | | Non-Current Assets Due Within One Year | RMB 261,384,000.00 | 8.67 | RMB 455,134,027.56 | 15.33 | -42.57 | | Long-Term Equity Investment | RMB 53,247,364.02 | 1.77 | - | - | - | | Construction in Progress | RMB 297,331,504.27 | 9.86 | RMB 192,158,643.35 | 6.47 | 54.73 | | Goodwill | RMB 202,751,298.25 | 6.72 | RMB 7,099,450.64 | 0.24 | 2,755.87 | | Short-Term Borrowings | RMB 59,778,753.86 | 1.98 | RMB 114,454,755.94 | 3.85 | -47.77 | | Notes Payable | RMB 116,003,066.43 | 3.85 | RMB 67,500,000.00 | 2.27 | 71.86 | | Taxes Payable | RMB 7,305,036.72 | 0.24 | RMB 19,882,310.56 | 0.67 | -63.26 | | Long-Term Borrowings | RMB 37,500,000.00 | 1.24 | - | - | - | | Long-Term Payables | RMB 28,620,970.00 | 0.95 | - | - | - | | Deferred Income Tax Liabilities | RMB 2,964,671.10 | 0.10 | RMB 1,131,603.92 | 0.04 | 161.99 | - Goodwill significantly increased by **2,755.87%**, primarily due to the acquisition of Tajino equity during the reporting period[126](index=126&type=chunk) - Overseas assets totaled **RMB 10,754,497.67**, accounting for **0.36%** of total assets[128](index=128&type=chunk) [Investment Status Analysis](index=35&type=section&id=%28四%29%20投资状况分析) During the reporting period, the company's total external equity investment was RMB 286.71 million, a 212.81% year-on-year increase. This primarily included an investment of RMB 144 million in Yantai BOE (18% stake) and the acquisition of 89.4249% equity in Tajino (investment amount RMB 257.779 million). Additionally, the company invested in private equity funds, with changes in trading financial assets and notes receivable financing at period-end. Overall Analysis of External Equity Investments | Indicator | Investment Amount This Period | Investment Amount Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Total External Equity Investment | RMB 286,710,299.95 | RMB 91,655,776.00 | 212.81% | Significant Equity Investments | Investee Company Name | Main Business | Investment Method | Investment Amount | Shareholding Ratio | | :--- | :--- | :--- | :--- | :--- | | Yantai BOE Materials Technology Co., Ltd. | R&D and sales of electronic special materials | New establishment | RMB 144.00 million | 18% | | Tajino | R&D, production, and sales of high-end thermal interface materials | Acquisition | RMB 257.779 million | 89.4249% | - In April 2025, the company acquired **0.88%** equity in Tajino from Changshu Dakeyuan Venture Capital Co., Ltd., holding a total of **90.31%** equity in Tajino[134](index=134&type=chunk) Private Equity Fund Investment Status | Asset Category | Beginning Balance | Amount Purchased This Period | Amount Sold/Redeemed This Period | Ending Balance | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | RMB 278,760,702.08 | RMB 300,000,000.00 | RMB 465,170,000.00 | RMB 135,082,321.01 | | Notes Receivable Financing | RMB 42,442,071.79 | - | RMB 1,569,433.02 | RMB 40,872,638.77 | | Other Non-Current Financial Assets | RMB 18,000,000.00 | - | - | RMB 18,000,000.00 | | Total | RMB 339,202,773.87 | RMB 300,000,000.00 | RMB 465,170,000.00 | RMB 193,954,959.78 | [Analysis of Major Holding and Participating Companies](index=37&type=section&id=%28六%29%20主要控股参股公司分析) During the reporting period, the company acquired 90.31% equity in Tajino via cash, consolidating it from February 2025. Tajino achieved operating revenue of RMB 38.18 million and net profit of RMB 11.58 million, accelerating the company's business layout in the semiconductor sector. Concurrently, subsidiary Suzhou Debang Semiconductor Materials Co., Ltd. completed its deregistration and liquidation. Financial Overview of Major Subsidiaries (H1 2025) | Company Name | Company Type | Main Business | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Debang | Subsidiary | R&D, production, and sales of thermal interface materials | RMB 10.00 million | RMB 125.70 million | RMB 84.98 million | RMB 67.31 million | RMB 11.35 million | RMB 10.23 million | | Debang New Materials | Subsidiary | Sales of new energy and electronic information packaging materials | RMB 1.00 million | RMB 271.00 million | RMB -7.55 million | RMB 233.08 million | RMB -11.06 million | RMB -8.29 million | | Tajino | Subsidiary | R&D, production, and sales of high-end thermal interface materials | RMB 10.00 million | RMB 92.65 million | RMB 82.33 million | RMB 38.18 million | RMB 14.69 million | RMB 12.86 million | - The company acquired **90.31%** equity in Tajino, consolidated from February 2025; Tajino achieved operating revenue of **RMB 38.18 million** and net profit attributable to parent company owners of **RMB 11.58 million**, promoting the company's semiconductor business development[140](index=140&type=chunk) - Subsidiary Suzhou Debang Semiconductor Materials Co., Ltd. has completed deregistration and liquidation[140](index=140&type=chunk) [Section IV Corporate Governance, Environment, and Society](index=39&type=section&id=第四节%20公司治理、环境和社会) This section covers changes in the company's directors, supervisors, senior management, and core technical personnel, the semi-annual profit distribution plan, progress of equity incentive plans, and environmental information disclosure. [Changes in Directors, Supervisors, Senior Management, and Core Technical Personnel](index=39&type=section&id=一、公司董事、监事、高级管理人员和核心技术人员变动情况) During the reporting period, there were changes in the company's directors and supervisors. Mr. Yang Deren resigned as independent director, and Mr. Li Ming was elected as the new independent director. Ms. Li Qing resigned as employee representative supervisor and chairperson of the supervisory board, and Ms. Zhuang Hengdong was elected as the new employee representative supervisor and chairperson of the supervisory board. - Yang Deren resigned as independent director, Li Ming elected as new independent director[142](index=142&type=chunk) - Li Qing resigned as employee representative supervisor and chairperson of the supervisory board, Zhuang Hengdong elected as new employee representative supervisor and chairperson of the supervisory board[142](index=142&type=chunk) [Semi-Annual Profit Distribution Plan](index=39&type=section&id=二、利润分配或资本公积金转增预案) The company's 2025 semi-annual profit distribution plan proposes a cash dividend of RMB 1.00 (tax inclusive) per 10 shares to all shareholders, with no capital reserve conversion or bonus shares. The total dividend is RMB 14.08 million, representing 30.88% of the 2025 semi-annual consolidated net profit attributable to shareholders. - Proposed cash dividend of **RMB 1.00 (tax inclusive) per 10 shares** to all shareholders, with no capital reserve conversion to share capital or bonus shares[143](index=143&type=chunk) 2025 Semi-Annual Profit Distribution Plan | Indicator | Amount/Ratio | | :--- | :--- | | Proposed Cash Dividend Total | RMB 14,075,002.90 (tax inclusive) | | Percentage of 2025 Semi-Annual Consolidated Net Profit Attributable to Shareholders | 30.88% | [Progress of Equity Incentive Plan](index=39&type=section&id=三、公司股权激励计划、员工持股计划或其他员工激励措施的情况及其影响) During the reporting period, the company adjusted the grant price of its 2024 restricted stock incentive plan and canceled some restricted shares that did not meet vesting conditions. Concurrently, it granted reserved restricted shares to beneficiaries of the 2024 restricted stock incentive plan and completed the share transfer registration for the first vesting period of the initial grant. - Adjusted the grant price of the **2024 restricted stock incentive plan**[145](index=145&type=chunk) - Canceled restricted shares from the **2023 restricted stock incentive plan's** second vesting period that did not meet vesting conditions[145](index=145&type=chunk) - Granted reserved restricted shares to beneficiaries of the **2024 restricted stock incentive plan**[145](index=145&type=chunk) - Completed share transfer registration for the first vesting period of the initial grant under the **2024 restricted stock incentive plan**[145](index=145&type=chunk) [Environmental Information Disclosure](index=41&type=section&id=四、纳入环境信息依法披露企业名单的上市公司及其主要子公司的环境信息情况) Yantai Debang Technology Co., Ltd. was included in the list of enterprises required to disclose environmental information by law and disclosed its 2024 annual environmental information disclosure report on February 26, 2025. - Yantai Debang Technology Co., Ltd. was included in the list of enterprises required to disclose environmental information by law[147](index=147&type=chunk) - Disclosed its **2024 annual environmental information disclosure report** on **February 26, 2025**[147](index=147&type=chunk) [Section V Significant Matters](index=42&type=section&id=第五节%20重要事项) This section details the fulfillment of commitments by the company and its related parties, significant related party transactions, major contracts and guarantees, and the progress of raised funds utilization. [Fulfillment of Commitments](index=42&type=section&id=一、承诺事项履行情况) The company's controlling shareholder, actual controllers, directors, supervisors, senior management, core technical personnel, and employee shareholding platforms all strictly fulfilled commitments related to the initial public offering, including share lock-up, share price stabilization, truthfulness of information disclosure, and non-infringement of company interests. Additionally, the company and incentive recipients also fulfilled equity incentive-related commitments. - Controlling shareholder and actual controllers committed not to transfer shares within **36 months** from listing date and to comply with rules such as share reduction price not lower than issue price[151](index=151&type=chunk) - Directors, supervisors, and senior management committed not to transfer more than **25%** of shares annually during their tenure, not to transfer within **six months** after leaving office, and to comply with rules such as share reduction price not lower than issue price[154](index=154&type=chunk) - Core technical personnel committed not to transfer pre-IPO shares within **12 months** from listing date and within **six months** after leaving office[155](index=155&type=chunk) - The company committed to repurchase shares or take other measures to stabilize share price if conditions for share price stabilization measures are triggered[157](index=157&type=chunk) - The company and related parties committed that prospectus information is true, accurate, and complete; if there are false statements, they will repurchase shares and compensate investors according to law[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - The company formulated a continuous and stable profit distribution policy, with cash dividends not less than **10%** of distributable profits for the next three years after listing[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk) - Equity incentive recipients committed to return all benefits received if the company's information disclosure documents contain false statements leading to non-compliance with equity grant or vesting arrangements[183](index=183&type=chunk)[186](index=186&type=chunk) [Significant Related Party Transactions](index=52&type=section&id=十、重大关联交易) During the reporting period, the company engaged in related party transactions for goods procurement with Yihua Industrial Co., Ltd., totaling RMB 5.53 million. At period-end, the company had accrued bad debt provisions for accounts receivable and other receivables from Yihua Industrial Co., Ltd., and also had prepayments. Related Party Transactions for Purchase/Sale of Goods/Services | Related Party | Related Transaction Content | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | :--- | | Yihua Industrial Co., Ltd. | Purchase of goods | RMB 5,525,768.98 | RMB 3,173,359.16 | Accounts Receivable from Related Parties | Item Name | Related Party | Period-End Book Balance | Bad Debt Provision | | :--- | :--- | :--- | :--- | | Accounts Receivable | Yihua Industrial Co., Ltd. | RMB 453.70 | RMB 22.69 | | Other Receivables | Yihua Industrial Co., Ltd. | RMB 188,679.25 | RMB 37,735.85 | Accounts Payable to Related Parties | Item Name | Related Party | Period-End Book Balance | Period-Beginning Book Balance | | :--- | :--- | :--- | :--- | | Accounts Payable | Yihua Industrial Co., Ltd. | RMB 0.00 | RMB 126,904.45 | Other Unsettled Related Party Items | Item Name | Related Party | Period-End Book Balance | Period-Beginning Book Balance | | :--- | :--- | :--- | :--- | | Prepayments | Yihua Industrial Co., Ltd. | RMB 372,588.85 | RMB 0.00 | [Significant Contracts and Guarantees](index=53&type=section&id=十一、重大合同及其履行情况) During the reporting period, the company, as guarantor, provided joint liability guarantees for its subsidiaries Shenzhen Debang Interface Materials Co., Ltd. and Dongguan Debang Yihua Materials Co., Ltd., for RMB 20 million and RMB 5 million respectively, both unfulfilled. At period-end, the company's total guarantees amounted to RMB 4.78 million, representing 0.21% of its net assets. Company Guarantees to Subsidiaries | Guaranteed Party | Guarantee Amount | Guarantee Start Date | Guarantee End Date | Guarantee Fulfilled | | :--- | :--- | :--- | :--- | :--- | | Shenzhen Debang Interface Materials Co., Ltd. | RMB 20.00 million | 2024.12.6 | 2025.12.5 | No | | Dongguan Debang Yihua Materials Co., Ltd. | RMB 5.00 million | 2024.12.10 | 2025.12.9 | No | Company Total Guarantees | Indicator | Amount/Ratio | | :--- | :--- | | Total Guarantee Balance for Subsidiaries at Period-End (B) | RMB 4.78 million | | Total Guarantees (A+B) | RMB 4.78 million | | Total Guarantees as Percentage of Company Net Assets (%) | 0.21 | [Progress of Raised Funds Utilization](index=56&type=section&id=十二、募集资金使用进展说明) As of the end of the reporting period, the company's total raised funds were RMB 1.64 billion, with cumulative investment of RMB 1.223 billion, an investment progress of 82.25%. Excess raised funds cumulatively invested RMB 798.94 million, with an investment progress of 94.70%. The planned investment for the 35-ton/year Semiconductor Electronic Packaging Materials Project was reduced by RMB 49.24 million, while the New R&D Center Project's planned investment was increased by RMB 32.12 million. The company used RMB 125 million of idle raised funds for cash management. Overall Utilization of Raised Funds | Indicator | Amount/Ratio | | :--- | :--- | | Total Raised Funds | RMB 1,640,027,200.00 | | Cumulative Investment of Raised Funds at Period-End | RMB 1,223,380,641.62 | | Investment Progress of Total Raised Funds at Period-End (%) | 82.25 | | Total Excess Raised Funds | RMB 843,691,348.88 | | Cumulative Investment of Excess Raised Funds at Period-End | RMB 798,936,084.16 | | Cumulative Investment Progress of Excess Raised Funds at Period-End (%) | 94.70 | | Amount Invested This Year | RMB 269,875,259.03 | - The planned investment for the **35-ton/year Semiconductor Electronic Packaging Materials Project** was reduced by **RMB 49.24 million**, of which **RMB 32.12 million** was reallocated as additional investment for the **New R&D Center Project**[198](index=198&type=chunk)[200](index=200&type=chunk) Details of Raised Fund Investment Projects | Project Name | Planned Investment of Raised Funds (RMB million) | Cumulative Investment of Raised Funds at Period-End (RMB million) | Cumulative Investment Progress (%) | | :--- | :--- | :--- | :--- | | High-End Electronic Special Materials Production Project | 11,596.95 | 38,439.15 | 99.24 | | 35-ton/year Semiconductor Electronic Packaging Materials Project | 6,241.99 | 5.00 | 0.08 | | New R&D Center Project | 17,690.85 | 4,000.30 | 22.61 | | Permanent Replenishment of Working Capital/Debt Repayment from Excess Funds | 55,305.80 | 55,353.00 | 100.09 | | New Energy and Electronic Information Packaging Materials Project | 30,776.20 | 24,540.61 | 79.74 | Cash Management of Idle Raised Funds | Balance of Raised Funds for Cash Management (RMB million) | Board Approval Date | Start Date | End Date | | :--- | :--- | :--- | :--- | | 12,500 | September 27, 2024 | September 27, 2024 | September 26, 2025 | [Section VI Share Changes and Shareholder Information](index=60&type=section&id=第六节%20股份变动及股东情况) This section provides an overview of the company's share capital changes, shareholder structure, and shareholdings and equity incentives of directors, supervisors, senior management, and core technical personnel. [Share Capital Changes](index=60&type=section&id=一、股本变动情况) During the reporting period, the company's total ordinary shares and share capital structure remained unchanged. - During the reporting period, the company's total ordinary shares and share capital structure remained unchanged[208](index=208&type=chunk) [Shareholder Information](index=60&type=section&id=二、股东情况) As of the end of the reporting period, the total number of ordinary shareholders was 10,595. Among the top ten shareholders, National Integrated Circuit Industry Investment Fund Co., Ltd. held the highest proportion at 15.65%. Controlling shareholders and actual controllers Xie Haihua, Lin Guocheng, Wang Jianbin, Chen Tianan, and Chen Xin have a concerted action relationship, and Xie Haihua is the general partner of employee shareholding platforms Kanghui Investment and Derui Investment. The lock-up period for the top ten shareholders with restricted shares all ends on September 19, 2025. Total Number of Shareholders | Indicator | Quantity | | :--- | :--- | | Total Number of Ordinary Shareholders at Period-End (households) | 10,595 | Top Ten Shareholders' Shareholdings (Period-End) | Shareholder Name | Period-End Shareholding Quantity | Percentage (%) | Number of Restricted Shares Held | | :--- | :--- | :--- | :--- | | National Integrated Circuit Industry Investment Fund Co., Ltd. | 22,261,054 | 15.65 | 0 | | Xie Haihua | 15,090,254 | 10.61 | 15,064,154 | | Lin Guocheng | 13,208,201 | 9.29 | 13,208,201 | | Wang Jianbin | 8,682,115 | 6.10 | 8,661,115 | | Xinyu Taizhong Investment Management Center (Limited Partnership) | 8,555,326 | 6.01 | 0 | | Yantai Kanghui Investment Center (Limited Partnership) | 5,939,050 | 4.18 | 5,939,050 | | Yantai Derui Investment Center (Limited Partnership) | 5,724,379 | 4.02 | 5,724,379 | | Chen Tianan | 3,119,356 | 2.19 | 3,093,256 | | Chen Xin | 1,753,223 | 1.23 | 1,732,223 | | Hong Kong Securities Clearing Company Limited | 991,162 | 0.70 | 0 | - Xie Haihua, Chen Tianan, Wang Jianbin, Lin Guocheng, and Chen Xin have a concerted action relationship; Xie Haihua is the general partner of Yantai Kanghui Investment Center (Limited Partnership) and Yantai Derui Investment Center (Limited Partnership)[212](index=212&type=chunk) Top Ten Shareholders with Restricted Shares | No. | Shareholder Name | Number of Restricted Shares Held | Time When Shares Become Tradable | Restriction Condition | | :--- |

Core Viewpoint - Huahai Chengke plans to acquire 70% of Hengsu Huawai's equity for 11.2 billion yuan, with a premium rate of 321.98%, and will raise 800 million yuan in supporting funds [4][6]. Group 1: Acquisition Details - The acquisition will result in a goodwill of 10.81 billion yuan, which will account for 74.97% of the combined net assets post-acquisition [4]. - Huahai Chengke's rapid acquisition follows the termination of a previous acquisition attempt by Debang Technology, which faced issues during due diligence [6][7]. - The acquisition is expected to enhance Huahai Chengke's international market presence and resource integration [9]. Group 2: Financial Performance - Huahai Chengke's revenue decreased by 12.67% and 6.70% in 2022 and 2023, respectively, but showed improvement in 2024 with a revenue increase of 17.23% [9]. - Hengsu Huawai's revenue for 2023 and 2024 was 4.61 billion yuan and 4.68 billion yuan, respectively, with a declining trend in external sales [10]. Group 3: Market Position and Competition - Huahai Chengke ranks second in domestic shipments of semiconductor epoxy encapsulation materials, while Hengsu Huawai ranks first [5]. - The acquisition will allow Huahai Chengke to leverage Hengsu Huawai's established brand and client base, including international customers [9]. Group 4: Risks and Concerns - The acquisition may face challenges in actual control post-acquisition, as Hengsu Huawai will maintain operational independence with a board comprising more original shareholders [12]. - High goodwill and accounts receivable levels raise concerns about potential financial risks, with accounts receivable increasing significantly compared to revenue growth [16].

Group 1 - The semiconductor stocks in the A-share market have shown strong performance, with notable increases in share prices for several companies [1] - Shengke Communication saw a rise of nearly 16%, while Dongxin Co. increased by over 13% [1] - Other companies such as Jingfeng Mingyuan, Jiewate, Debang Technology, Ashi Chuang, and Hongwei Technology also experienced gains of over 5% [1] Group 2 - The following table summarizes the performance of key semiconductor stocks, including their percentage increase, total market capitalization, and year-to-date growth [2] - Shengke Communication: 15.95% increase, market cap of 38.5 billion, YTD growth of 11.90% - Dongxin Co.: 13.67% increase, market cap of 46.9 billion, YTD growth of 325.70% - Jingfeng Mingyuan: 8.55% increase, market cap of 8.716 billion, YTD growth of 11.75% - Jiewate: 6.73% increase, market cap of 14.1 billion, YTD growth of 3.17% - Debang Technology: 5.74% increase, market cap of 6.862 billion, YTD growth of 32.15% - Ashi Chuang: 5.31% increase, market cap of 7.413 billion, YTD growth of 101.16% - Hongwei Technology: 5.11% increase, market cap of 6.088 billion, YTD growth of 65.34% [2]

| 代码 | 名称 | 9 | 涨幅% ↓ | 总市值 | 年初至今涨幅% | | --- | --- | --- | --- | --- | --- | | 688702 | 部科通信-し | | 15.95 | 385亿 | 11.90 | | 688110 | 东芯般份 | 重 | 13.67 | 469亿 | 325.70 | | 688368 | 晶丰明源 | 1 | 8.55 | 87.16亿 | 11.75 | | 688141 | 杰华特 | 1 | 6.73 | 141亿 | 3.17 | | 688035 | 德邦科技 | | 5.74 | 68.62亿 | 32.15 | | 300706 | 阿石创 | 策 | 5.31 | 74.13亿 | 101.16 | | 688711 | 宏微科技 | | 5.11 | 60.88.09 | 65.34 | | 002049 | 紫光国微 | 1 | 4.99 | 656亿 | 20.39 | | 688484 | 南芯科技 | | 4.70 | 199亿 | 30.52 | | 688582 | 芯动联科 | | 4.56 | 282亿 | ...

本文字数：2393，阅读时长大约4分钟 作者 |第一财经 魏中原 8月以来，国家集成电路产业投资基金（下称"大基金"）投资回收步伐继续提速。8月13日，佰维存储 （688525.SH）、安路科技（688107.SH）披露大基金减持计划公告，燕东微（688172.SH）公布了大基 金近期减持股份的进展。 至此，大基金年内计划或已经减持了8家半导体上市公司，除了佰维存储是大基金二期减持以外，其余 均为大基金一期减持。根据第一财经不完全统计，除了上述公司，今年以来，大基金一期计划减持的半 导体公司还包括通富微电（002156.SZ）、泰凌微（688591.SH）、盛科通信（688702.SH）、华大九天 （301269.SZ）、德邦科技（688035.SH）。 其中部分减持已经过半，比如，通富微电已被大基金一期减持逾7亿元，减持比例完成超过七成。盛科 通信、德邦科技将在8月下半月进入大基金一期的减持期。市场分析认为，大基金的投资与退出动作呈 现"一期加速退出成熟领域、二期三期接力布局战略核心环节"的运作逻辑。 3家半导体公司拟被减持 8月以来，佰维存储、安路科技、德邦科技3家半导体产业链公司公告了大基金的减持计划。 ...