证券代码：688037 证券简称：芯源微 公告编号：2025-054 沈阳芯源微电子设备股份有限公司 2024年年度权益分派实施公告 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： 每股现金红利0.11元 相关日期 | 股权登记日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | | 2025/7/7 | 2025/7/8 | 2025/7/8 | 一、 通过分配方案的股东会届次和日期 本次利润分配方案经沈阳芯源微电子设备股份有限公司（以下简称"公司"） 2025 年 5 月 16 日的2024年年度股东大会审议通过。 二、 分配方案 1. 发放年度：2024年年度 2. 分派对象： 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 根据《中华人民共和国公司法》《中华人民共和国证券法》《上海证券交易所 是否涉及差异化分红送转：是 每股分配比例 上市公司自律监管指引第 7 号——回购股份 ...

Core Viewpoint - The article discusses the recent acquisition of ChipSource by Northern Huachuang, highlighting the significance of this merger in enhancing the competitiveness of China's semiconductor equipment industry and the investment landscape in Liaoning province [1][5][20]. Group 1: Acquisition Details - Northern Huachuang has become the largest shareholder of ChipSource, acquiring a total of 17.87% equity for approximately 31.35 billion yuan [3][4]. - The acquisition is notable as Northern Huachuang is a leading semiconductor equipment manufacturer with a market capitalization exceeding 230 billion yuan and has achieved significant revenue growth [3][4]. - ChipSource, despite its smaller market cap of 20 billion yuan, is the only domestic provider of mass-production mid-to-high-end coating and developing equipment, making it a key player in the industry [4][5]. Group 2: Investment Landscape in Liaoning - From 2020 to mid-2025, Liaoning province has seen 418 investment events with a total financing amount of approximately 190 billion yuan, indicating a growing trend in investment activities [9][42]. - The investment ecosystem in Liaoning is supported by various national and local funds, including the National Big Fund Phase II and several provincial investment funds, which have significantly contributed to the region's innovation and technology development [10][41][42]. - The article highlights the increasing number of investment events in Liaoning, with a rise from 71 events in 2020 to 86 in 2024, showcasing a positive investment trend [42]. Group 3: Role of Research Institutions - The article emphasizes the pivotal role of the Shenyang Institute of Automation in supporting the establishment and growth of ChipSource, which has benefited from substantial research and funding support [12][15][18]. - The institute has been instrumental in fostering innovation and technology transfer, enabling ChipSource to overcome early-stage challenges and achieve market success [15][20]. - The collaboration between research institutions and state-owned enterprises has created a robust ecosystem for technological advancement in Liaoning [35][36]. Group 4: Emerging Companies and Trends - New companies like New松 Semiconductor and Guorui New Materials are emerging in Liaoning, attracting significant investments from well-known venture capital firms, indicating a shift in the investment landscape [43][44]. - The article notes that these companies are breaking the stereotype that investment opportunities are limited to major cities, showcasing the potential of lesser-known regions in China [44]. - The growth of semiconductor and robotics industries in Liaoning is highlighted as a benchmark for the province's industrial transformation and innovation [32][33].

Core Viewpoint - Northern Huachuang has completed its acquisition of a controlling stake in Chip Source Microelectronics, enhancing its position in the semiconductor equipment industry and enabling potential synergies between the two companies [1][2][3] Group 1: Acquisition Details - Northern Huachuang holds 17.87% of Chip Source Microelectronics, making it the largest shareholder and allowing it to control the board [1][2] - The acquisition involved purchasing shares from two companies for a total of 3,596.47 million shares at a cost of 31.35 billion yuan [2] - The board restructuring was completed on June 23, with Northern Huachuang nominating four non-independent directors and one independent director [2] Group 2: Financial Performance - Chip Source Microelectronics reported a total asset value of 57.09 billion yuan and a cumulative net profit of 814 million yuan since its listing in 2019 [1][3] - Northern Huachuang has shown strong financial performance, with cumulative net profits exceeding 157 billion yuan since 2017 [4][5] - For Q1 2025, Northern Huachuang achieved revenue of 82.06 billion yuan, a year-on-year increase of 37.90%, and a net profit of 15.81 billion yuan, up 38.80% [4] Group 3: Industry Position and Synergies - Both companies operate in the integrated circuit equipment sector but have complementary product lines, which can enhance collaborative efforts [3] - The collaboration is expected to improve the integration of different equipment processes and strengthen competitiveness in R&D, supply chain, and customer resources [3] - Northern Huachuang's market share in the integrated circuit equipment sector has been steadily increasing, contributing to its revenue growth [4]

Core Viewpoint - The article highlights the transformation of Shenyang, a city in Liaoning Province, from a traditional industrial base to a hub for semiconductor equipment manufacturing, showcasing the growth of local companies in this sector and their contributions to China's semiconductor industry [1]. Group 1: Industry Development - Shenyang has evolved from a steel manufacturing center to a significant player in the semiconductor equipment industry, with local companies like TuoJing Technology, XinYuan Micro, and FuChuang Precision leading the way [1][12]. - By May 2025, Liaoning Province had 84 listed companies, with over half being high-tech enterprises, indicating a strong focus on technological advancement [1]. - The semiconductor equipment industry in Liaoning has seen the emergence of a cluster of companies that have broken overseas monopolies in various fields, including film deposition and precision components [1][12]. Group 2: Key Companies and Technologies - Key companies in the semiconductor equipment sector include XinYuan Micro, which became the first listed company on the Sci-Tech Innovation Board in Liaoning, and TuoJing Technology, which has developed advanced equipment that meets international standards [14][16]. - The "6+N" industrial development system has been established, with six leading companies supported by numerous ancillary firms, enhancing the overall ecosystem [16]. - The article emphasizes the technological advancements made by these companies, such as XinYuan Micro's unique position as the sole domestic supplier of high-end coating and developing machines [16][22]. Group 3: Policy and Financial Support - The development of the semiconductor industry in Liaoning has been supported by national policies and financial initiatives, including the National Integrated Circuit Industry Investment Fund, which has invested heavily in the sector [22][23]. - The establishment of the Sci-Tech Innovation Board has provided crucial funding and resources for semiconductor companies, enabling them to expand and innovate [23][24]. - Local government initiatives have improved the business environment, facilitating the growth of semiconductor companies through supportive policies and services [28][29]. Group 4: Future Prospects - The article outlines plans for further development in the semiconductor sector, aiming to position Shenyang as a globally competitive integrated circuit equipment manufacturing base [34]. - There is a focus on enhancing the investment ecosystem and attracting more venture capital to support local semiconductor companies [32][33]. - The long-term goal is to replicate the success of the semiconductor industry across other sectors in Liaoning, fostering a broader economic transformation [34].

Core Viewpoint - ChipSource Micro has become the only domestic company capable of providing mass-produced mid-to-high-end coating and developing equipment in China [1][2]. Group 1: Industry Context - The photolithography process is crucial in integrated circuit manufacturing, accounting for 50% of production time and 30% of costs. The domestic replacement rate for photolithography machines is less than 3%, while the coating and developing equipment, which is highly monopolized by Japanese companies, has a replacement rate of less than 10% [2][4]. - Coating and developing machines, along with photolithography machines and photoresists, are considered the three essential elements of the photolithography process [2]. Group 2: Company Development - ChipSource Micro was founded in 2002 when the domestic semiconductor market was undeveloped, lacking products, supply chains, and customers. The company has grown from 4-inch and 6-inch wafers to 8-inch and 12-inch, expanding from LED to advanced packaging and front-end fields [2]. - The company successfully went public on the Shanghai Stock Exchange's Sci-Tech Innovation Board in 2019, becoming the first stock from Liaoning Province on this board, and has since become a leader in the domestic coating and developing equipment sector [2]. Group 3: Market Position and Growth Potential - The low domestic replacement rate indicates significant growth potential. ChipSource Micro's front-end equipment covers all process nodes above 28nm, accounting for over 90% of China's mature semiconductor processes. The company has achieved international advanced levels in front-end physical cleaning equipment, becoming the market leader domestically [4]. - In the advanced packaging sector, ChipSource Micro has over 50% market share as a key supplier of mass production equipment, while also expanding into emerging fields like 2.5D and 3D packaging [4]. Group 4: R&D and Innovation - ChipSource Micro has maintained R&D expenses at over 10% of its revenue for several years, with R&D investment reaching 297 million yuan in 2024, a nearly 50% increase year-on-year [4]. - The company emphasizes the complexity of coating and developing equipment, which consists of over 150 units and requires high precision and reliability to avoid affecting the performance of photolithography machines [5].

Transaction Overview - The company has completed the transfer of 8.40% shares of Shenyang Xinyuan Microelectronics Equipment Co., Ltd. (stock code 688037) from Shenyang Zhongke Tiansheng Automation Technology Co., Ltd. [1] - The share transfer agreement was signed on March 31, 2025, and the transfer was completed on May 29, 2025, with a total of 19,064,915 shares transferred [1]. Progress of the Transaction - As of June 23, 2025, the company holds a total of 35,964,665 shares in Xinyuan Micro, representing approximately 17.87% of its total share capital, making the company the largest shareholder [2]. - The company has nominated four non-independent directors and one independent director to the third board of Xinyuan Micro, achieving a majority in both categories [2]. Significance of Acquiring Control - The acquisition allows for synergistic effects between the company and Xinyuan Micro, as both operate in the integrated circuit equipment industry but with complementary product offerings [2]. - The collaboration is expected to enhance the integration of different equipment processes and improve competitiveness and shareholder returns through joint efforts in R&D, supply chain, and customer resources [2].

Group 1 - The major shareholder, Zhongke Tiansheng, transferred all of its 16,899,750 shares to Beifang Huachuang at a price of 85.71 CNY per share, totaling approximately 1.45 billion CNY [1][2] - After the transfer, Beifang Huachuang holds 35,964,665 shares, representing 17.87% of the total share capital, becoming the largest shareholder [2][5] - The control of the company has shifted from having no controlling shareholder to Beifang Huachuang being the controlling shareholder, with actual control held by Beijing Electronics Holdings [5] Group 2 - The transfer of shares from Zhongke Tiansheng and another major shareholder, Advanced Manufacturing, was completed, with Advanced Manufacturing transferring 19,064,915 shares at a price of 88.48 CNY per share, totaling approximately 1.69 billion CNY [3][4] - The board of directors was restructured, with Beifang Huachuang nominating four non-independent directors and one independent director, achieving a majority in the board [5] - The collaboration between Beifang Huachuang and the company is expected to enhance operational synergies, particularly in the semiconductor equipment sector, benefiting both parties through improved competitiveness and shareholder returns [5]

Core Viewpoint - The domestic semiconductor equipment industry has witnessed a significant event with the change of control at ChipSource Micro (688037.SH), as North Huachuang Technology Group Co., Ltd. (002371.SZ) becomes the largest shareholder and actual controller through a series of share transfers totaling 3.135 billion yuan [2][3]. Group 1: Shareholder Changes - ChipSource Micro's major shareholder, Zhongke Tiansheng Automation Technology Co., Ltd., transferred all of its 16.8998 million shares (8.41% of total shares) to North Huachuang for 1.448 billion yuan [2]. - Another significant shareholder, Advanced Manufacturing Technology Industry Co., Ltd., transferred its 19.0649 million shares (9.48% of total shares) to North Huachuang for 1.687 billion yuan [2]. - North Huachuang now holds a total of 35.9647 million shares in ChipSource Micro, representing 17.87% of the total shares, making it the largest shareholder [2]. Group 2: Board Restructuring - On June 23, North Huachuang completed the restructuring of ChipSource Micro's board, with all four non-independent directors and one independent director nominated by North Huachuang being elected [3]. - Dong Boyu was appointed as the new chairman of ChipSource Micro for a three-year term, with the legal representative changing to Deng Xiaojun [3]. Group 3: Leadership Background - Dong Boyu, born in 1981, holds a Ph.D. from Fukui University in Japan and has extensive experience in the semiconductor equipment industry, having worked at North Huachuang since 2013 [4]. - ChipSource Micro, established in 2002, is the only domestic company capable of providing mass production front-end coating and developing machines, and it was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board in 2019 [4]. Group 4: Market Performance - Following the announcement of the acquisition on March 10, ChipSource Micro's stock price increased by 21.1%, closing at 107.15 yuan per share on June 24, with a total market capitalization of 21.6 billion yuan [4]. - North Huachuang's stock closed at 435.82 yuan per share, with a market capitalization of 232.8 billion yuan [4].

Group 1 - Northern Huachuang has become the controlling shareholder of Xinyuan Micro, holding 17.87% of its total shares and nominating a majority of the board members [1] - Yageo plans to sell financial assets including CITIC shares and CITIC Bank, with a total transaction amount of 4.175 billion yuan, representing 10.13% of its audited net assets by the end of 2024 [1] Group 2 - Robotech's subsidiary ficonTEC signed a contract worth approximately 171 million euros (over 100 million yuan) with a leading US company, which is expected to enhance its competitive edge in the optoelectronic testing equipment sector [2] - Guangda Special Materials expects a net profit increase of approximately 367.51% year-on-year for the first half of 2025, driven by strong demand in its downstream industries [3] Group 3 - Youyan New Materials' subsidiary plans to introduce strategic investors, with a total investment of 300 million yuan from the National Integrated Circuit Industry Investment Fund, which will reduce the company's ownership to 94.33% [4] - China Pharmaceutical intends to waive its preferential purchase rights for a 24% stake in Chongqing Yijian, with a transfer base price of 2.206 billion yuan, which is not expected to significantly impact its financial status [8] Group 4 - Shunhao Co. has invested 110 million yuan in the financing of TGD, holding a 19.30% stake, with potential commercial value in its satellite technology applications over the next five years [9] - Longchuan Technology plans to raise no more than 3.132 billion yuan through a private placement for semiconductor equipment research and development projects [11]

一、公开征集转让方式协议转让基本情况 沈阳芯源微电子设备股份有限公司（以下简称"公司"）持股 5%以上的股 东沈阳中科天盛自动化技术有限公司（以下简称"中科天盛"）于 2025 年 3 月 31 日与北方华创科技集团股份有限公司（以下简称"北方华创"）签署了《股 份转让协议》，中科天盛通过公开征集转让的方式将其持有的 16,899,750 股公司 股份 全部协 议转让 至北 方华创 ，交易 价格为 85.71 元/股， 交易金 额为 1,448,477,572.50 元。具体内容详见公司分别于 2025 年 3 月 11 日、2025 年 3 月 12 日、2025 年 3 月 26 日、2025 年 3 月 28 日、2025 年 4 月 1 日及 2025 年 4 月 22 日在上海证券交易所网站（www.sse.com.cn）披露的《沈阳芯源微电子设备股 份有限公司关于持股 5%以上股东拟通过公开征集转让方式协议转让公司股份的 提示性公告》《沈阳芯源微电子设备股份有限公司关于持股 5%以上股东拟通过 公开征集转让方式协议转让公司股份的公告》《沈阳芯源微电子设备股份有限公 司关于持股 5%以上股东拟通过公 ...