江苏世纪同仁律师事务所关于 苏州纳芯微电子股份有限公司 2025 年第一次临时股东大会的法律意见书 苏州纳芯微电子股份有限公司： 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律、 法规和规范性文件以及《公司章程》的规定，本所受贵公司董事会的委托，指派 本所律师见证公司2025年第一次临时股东大会，并就本次股东大会的召集、召开 程序、出席会议人员资格、召集人资格、表决程序和表决结果的合法有效性等事 项出具法律意见。 为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本所律师同意将本法律意见书随公司本次股东大会决议一并公告，并依法对 本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责精神，出具法律意见如下： 一、关于本次股东大会的召集、召开程序 1.本次股东大会的召集 本次股东大会由董事会召集。2025年3月26日，公司召开了第三届董事会第 十五次会议，审议通过了《关于提请召开公司2025年度第一次临时股东大会的议 案》，决议于2025年4月1 ...

Market Overview - Global stock markets are generally declining, while A-shares and Hong Kong stocks are rising against the trend [1][2] - The Nikkei 225 index fell over 5%, and major European indices also turned negative, with the German DAX, Italian FTSE MIB, and Eurozone STOXX 50 indices all down more than 1% [1][2] A-shares and Hong Kong Stocks Performance - A-shares showed strength with the ChiNext Index and Sci-Tech 50 Index rising significantly; the Shanghai Composite Index increased by 0.45% to 3238.23 points, and the Shenzhen Component Index rose by 0.82% to 9834.44 points [2][3] - Hong Kong's Hang Seng Index rose over 1%, and the Hang Seng Tech Index increased nearly 2%, with net inflows from southbound funds exceeding 11 billion HKD [2][4] Sector Highlights - The semiconductor sector experienced a significant surge, with multiple stocks hitting the daily limit of 20% increase, including Jinghua Micro, Naxin Micro, and Shengbang Co. [3][5] - The quartz concept stocks also saw strong performance, with Kaide Quartz hitting a 30% limit up, and other stocks like Quartz Co. and Oujing Technology achieving consecutive limit ups [8][10] Agricultural Sector Decline - The agricultural sector faced a sharp decline, with stocks like Meino Biological dropping over 18% and several others hitting the limit down [11][12] - Companies such as Wanxiang Denong and Beidahuang also experienced significant losses, indicating a broader downturn in the agricultural market [11][12] Semiconductor Industry Developments - The China Semiconductor Industry Association issued a notice regarding the "origin" recognition rules for semiconductor products, which may impact the industry dynamics [6][10] - Citic Securities highlighted the importance of self-sufficiency in the semiconductor sector, predicting that short-term simulated chip directions will benefit, while long-term low domestic production rates in specific segments will also see advantages [7] Quartz Market Insights - The announcement of a newly discovered high-purity quartz mine in China is expected to boost the domestic supply chain for semiconductor and photovoltaic industries, potentially leading to price increases for high-purity quartz sand [10]

纳芯微今日涨停，成交额13.51亿元，换手率8.13%，盘后龙虎榜数据显示，沪股通专用席位买入 7619.95万元并卖出7417.07万元，三机构专用席位净买入2.07亿元，二机构专用席位净卖出2.74亿元。 暗盘资金正涌入这些股票，点击速看>>> ...

Group 1 - The core viewpoint of the news highlights a significant surge in the A-share chip sector, with the Chip 50 ETF (516920) rising by 4.44% and achieving a trading volume exceeding 28 million yuan, indicating active trading [1][3] - The Chip 50 ETF's constituent stocks showed strong performance, with several stocks hitting the daily limit up, including Weijie Chuangxin and Naxinwei, while others like Zhaoshengwei and Lankai Technology also saw substantial gains [3] - The latest data indicates a net inflow of 543.18 million yuan into the Chip 50 ETF, with a total of 26.86 million yuan accumulated over the past 22 trading days, reflecting strong investor interest [3] Group 2 - The China Semiconductor Industry Association issued an urgent notice regarding the "origin" recognition rules for semiconductor products, stating that the origin of integrated circuits should be determined based on the location of the wafer fabrication plant [3] - Wanlian Securities noted that the U.S. initiated "reciprocal tariff" policies, increasing global economic uncertainty and accelerating China's push for self-sufficiency in the semiconductor sector, which may enhance the market share of domestic alternatives [4] - The Chip 50 ETF tracks the CSI Chip Industry Index, with the top ten constituent stocks accounting for 56.15% of the total weight, and it features lower management and custody fees compared to other chip-themed ETFs [4][5]

Group 1 - The Shanghai Stock Exchange Science and Technology Innovation Board Composite Index (000680) has shown a strong increase of 2.66% as of April 11, 2025, with notable individual stocks such as Jinghua Micro (688130), Meixin Sheng (688458), and Naxin Micro (688052) each rising by 20% [1] - The Huaxia Science and Technology Innovation Index ETF (589000) has experienced a 2.22% increase, marking its fourth consecutive rise, with the latest price reported at 0.92 yuan and a transaction volume of 21.67 million yuan [1] - Over the past month, the Huaxia Science and Technology Innovation Index ETF has seen a significant growth in scale, increasing by 7.13 million yuan, with the latest share count reaching 884 million, a new high for the month [2] Group 2 - The net inflow of funds into the Huaxia Science and Technology Innovation Index ETF has reached 28.90 million yuan, with a total of 43.39 million yuan accumulated over the last five trading days [2] - The Ministry of Industry and Information Technology has emphasized the need to accelerate the development of specialized and innovative small and medium-sized enterprises, focusing on innovation, digital empowerment, talent development, ecological support, and service enhancement [2] - Guosen Securities highlights that under the current trade tensions, technological self-reliance and autonomy are crucial for breaking through challenges, with China's established industrial ecosystem and advancing engineering talent providing a significant comparative advantage in the electronics industry [2] Group 3 - The Huaxia Science and Technology Innovation Index ETF closely tracks the performance of the Shanghai Stock Exchange Science and Technology Innovation Board Composite Index, which includes stocks from eligible companies listed on the Science and Technology Innovation Board [3] - As of March 31, 2025, the top ten weighted stocks in the index include Haiguang Information (688041), Cambricon (688256), and SMIC (688981), collectively accounting for 22.34% of the index [3] - The Huaxia Science and Technology Innovation Index ETF has associated fund products, including the Huaxia Shanghai Science and Technology Innovation Board Composite ETF Connect A (023719) and C (023720) [3]

Core Viewpoint - The semiconductor sector experienced a significant rally in the afternoon, with nearly 20 stocks hitting the daily limit up, indicating strong investor interest and positive market sentiment towards the industry [1] Group 1: Stock Performance - Companies such as Weijie Chuangxin, Jinghua Micro, SIRUI, Meixin Sheng, Naxin Micro, Fuman Micro, Jiewate, Huahong Company, Shanghai Beiling, Tongfu Microelectronics, and Yingfang Micro all reached the daily limit up [1] - Other stocks like Jingfeng Mingyuan, Guomin Technology, Aiwei Electronics, and Anlu Technology saw increases of over 10% [1]

Group 1 - A-shares opened lower on April 11, with the chip sector seeing multiple stocks rise against the market trend, including a significant increase in the Kexin Chip ETF (588200) which rose over 3% with a trading volume exceeding 1.9 billion yuan and a turnover rate over 8% [1] - The Kexin Chip ETF (588200) tracks the Kexin Chip Index, which selects securities involved in semiconductor materials, equipment, chip design, manufacturing, packaging, and testing from companies listed on the Sci-Tech Innovation Board [1] - The Kexin Chip ETF (588200) received a net inflow of over 300 million yuan yesterday, ranking first among similar ETF products [1] Group 2 - China Mobile has launched the country's first "four-in-one" computing power network scheduling platform, integrating general, intelligent, super, and quantum computing capabilities, which can support over 100 million computing power calls daily and manage one-sixth of the national computing power scale [2] - The platform's self-owned intelligent computing center has a domestic chip localization rate exceeding 90% and is compatible with eight types of domestic AI chips, which is significant for supply chain security and promoting high-quality development of the national digital economy [2] - Guosen Securities suggests that the recent U.S. announcement of "reciprocal tariffs" may accelerate the domestic semiconductor localization process, particularly in the analog chip sector, which has seen increased R&D investment from domestic companies [2] Group 3 - Open Source Securities indicates that the Ministry of Commerce will initiate investigations based on domestic industry demands, potentially disrupting U.S. companies' "low-price for market share" strategy and accelerating the shift of domestic demand towards local products [3] - The domestic analog chip market is currently dominated by international firms, but the localization process is expected to speed up as China begins anti-dumping investigations on mature process chips [3] - The overall profitability of analog chip companies has been low in the past two years, but improvements are anticipated in 2025 with new product releases and margin recovery starting in 2024 [2][3]

Group 1 - A-share chip stocks experienced a significant rise, with Fuman Micro reaching a 20% limit up [1] - Sirepu saw a notable increase of 15% [1] - Other companies such as Naxin Micro, Shengbang Co., and Guomin Technology also experienced substantial gains [1]

Core Insights - The demand for new energy vehicles has driven the company's revenue to a record high, but declining gross margins and rising expenses have continued to pressure profitability [1][2][6] - The company reported a net loss of approximately 4.03 billion yuan in 2024, marking a 31.95% year-over-year decline, with cumulative losses reaching around 7.1 billion yuan over the past two years [1][6] Revenue Performance - In 2024, the company achieved a revenue of 19.6 billion yuan, a 49.53% increase compared to the previous year, reaching the highest level since its IPO [2][3] - The revenue breakdown shows that automotive electronics accounted for 36.88% of total revenue, while the energy sector contributed 49.49%, and consumer electronics made up 13.63% [3][4] Product and Market Dynamics - The company specializes in the research, design, and sales of analog chips, focusing on sensors, signal chains, and power management, primarily for automotive electronics and industrial control markets [2][4] - The acquisition of Shanghai Maiguan Microelectronics, which added over 1,000 product models, has positively impacted the company's revenue [2][4] Profitability Challenges - The overall gross margin for the company decreased by 6.17 percentage points to 32.33% in 2024, with the largest decline in sensor products [6][7] - Operating costs increased by 64.29% to 13.17 billion yuan, outpacing revenue growth, primarily due to rising sales, management, and R&D expenses [7][8] Future Outlook - The company has seen a positive signal with its sales net profit margin turning positive in the fourth quarter of the previous year, reaching 0.81% [8] - The automotive electronics market, particularly in China, is expected to continue experiencing strong demand driven by new energy vehicles [8]

中国经济网北京4月10日讯纳芯微(688052.SH)昨日披露2024年年度报告。公司去年实现营业收入19.60亿元，同比增长49.53%；归 属于上市公司股东的净利润-4.03亿元，上年同期为-3.05亿元；归属于上市公司股东的扣非净利润-4.57亿元，上年同期为-3.93亿 元；经营活动产生的现金流量净额为9505.33万元，上年同期为-1.39亿元。 纳芯微2023年5月24日披露2022年年度权益分派实施公告，本次利润分配及转增股本以方案实施前的公司总股本101,064,000股为基 数，每股派发现金红利0.8元(含税)，以资本公积金向全体股东每股转增0.4股，共计派发现金红利80,851,200元，转增40,425,600 股，本次分配后总股本为141,489,600股。 2025年3月26日，纳芯微召开了第三届董事会第十五次会议、第三届监事会第十五次会议，审议通过《关于公司发行H股股票并在 香港联合交易所有限公司上市的议案》《关于公司发行H股股票并在香港联合交易所有限公司上市方案的议案》等相关议案。 纳芯微表示，为进一步提高公司综合竞争力，深入推进公司的国际化战略，同时更好地利用国际资本市场，多元 ...