晶晨半导体（上海）股份有限公司 关于作废处理部分限制性股票的公告 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。 晶晨半导体（上海）股份有限公司（以下简称"晶晨股份"或"公司"）于 2024 年 10 月 28 日召开第三届董事会第十三次会议和第三届监事会第十二次会 议，审议通过了《关于作废处理部分限制性股票的议案》，现将有关事项说明如 下： 一、 公司 2019 年、2021 年限制性股票激励计划已履行的决策程序和信息披 露情况 证券代码：688099 证券简称：晶晨股份 公告编号：2024-044 5、2019 年 12 月 20 日，公司于上海证券交易所网站（www.sse.com.cn）披 露《关于公司 2019 年限制性股票激励计划内幕信息知情人及激励对象买卖公司 股票情况的自查报告》（公告编号：2019-015）。 6、2019 年 12 月 31 日，公司召开第一届董事会第二十一次会议与第一届监 事会第十一次会议，审议通过了《关于调整 2019 年限制性股票激励计划相关事 项的议案》、《关于向第一类激励对象授 ...

北京市嘉源律师事务所 关于晶晨半导体（上海）股份有限公司 2019 年限制性股票激励计划 预留授予部分第二批次及第三批次 第三个归属期归属条件成就 及部分限制性股票作废事项的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 源 霍山市 等 品 YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:晶晨半导体(上海)股份有限公司 北京市嘉源律师事务所 关于晶晨半导体(上海)股份有限公司 2019 年限制性股票激励计划 预留授予部分第二批次及第三批次 第三个归属期归属条件成就 及部分限制性股票作废事项的 法律意见书 嘉源(2024)-01-543 敬启者: 北京市嘉源律师事务所(以下简称"本所")接受晶晨半导体(上海)股份有 限公司(以下简称"晶晨股份"或"公司")的委托,担任晶晨股份的专项法律顾问, 依据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共和国证 券法》(以下简称"《证券法》")、《上市公司股权激励管理办法》(以下 ...

证券代码：688099 证券简称：晶晨股份 公告编号：2024-043 晶晨半导体（上海）股份有限公司 2021 年限制性股票激励计划预留授予部分 第二批次第二个归属期符合归属条件的公告 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。 重要内容提示： 一、本次股权激励计划批准及实施情况 （一）本次股权激励计划方案及履行的程序 1、本次股权激励计划主要内容 （1）股权激励方式：第二类限制性股票。 （2）预留授予数量：预留授予的限制性股票总量为 160 万股（分别于 2021 年 8 月 27 日授予 52.15 万股，其中第一类激励对象 40.65 万股，第二类激励对象 11.50 万股；于 2021 年 12 月 30 日授予 107.85 万股，约占公司《2021 年限制性 股票激励计划（草案）》（以下简称"激励计划"）公告时公司股本总额的 0.389%。 （3）授予价格：64.58 元/股（第一类激励对象，调整后，下同）、77.59 元/ 股（第二类激励对象），即满足授予条件和归属条件后，第一类激励对象可以每 股 64 ...

本次拟归属的 34 名激励对象（其中，预留授予部分第二批次激励对象 23 名，预留授予部分第三批次激励对象 12 名，重复授予激励对象 1 名）符合《公 司法》、《证券法》等法律、法规和规范性文件以及《公司章程》规定的任职资格， 符合《管理办法》、《上市规则》等法律、法规和规范性文件规定的激励对象条件， 符合《2019 年限制性股票激励计划（草案）》规定的激励对象范围，其作为公司 本次激励计划激励对象的主体资格合法、有效，激励对象获授限制性股票的归属 条件已成就。 综上，监事会同意本次符合条件的 34 名激励对象办理归属，限制性股票的 归属数量为 78,800 股。上述事项符合相关法律、法规及规范性文件所规定的条 件，不存在损害公司及股东利益的情形。 晶晨半导体（上海）股份有限公司监事会 2024 年 10 月 28 日 晶晨半导体（上海）股份有限公司监事会 关于 2019 年限制性股票激励计划预留授予归属名单的核查意见 晶晨半导体（上海）股份有限公司（以下简称"公司"）监事会依据《中华人 民共和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简 称"《证券法》"）、《上市公司股权激励管理 ...

Financial Performance - The company's revenue for Q3 2024 reached ¥1,623,879,081.74, representing a year-on-year increase of 7.73%[2] - Net profit attributable to shareholders for Q3 2024 was ¥231,645,189.53, a significant increase of 79.52% compared to the same period last year[2] - The company achieved a net profit of ¥593,793,754.87 for the first three quarters of 2024, up 89.26% year-on-year[4] - Total operating revenue for the first three quarters of 2024 reached ¥4,640,087,780.11, a 20.3% increase from ¥3,857,699,056.15 in the same period of 2023[21] - Net profit for the first three quarters of 2024 was ¥593,717,026.84, a significant increase from ¥313,718,252.11 in the same period of 2023, representing an 89.5% growth[22] - The total profit for the first three quarters of 2024 was ¥631,999,408.08, compared to ¥303,195,500.19 in the same period of 2023, reflecting a 108.5% increase[22] - The net profit attributable to shareholders of the listed company for the current reporting period increased by 79.52%[11] - The total net profit attributable to shareholders for the year-to-date increased by 89.26%[11] Research and Development - R&D expenses for the first three quarters totaled ¥1,019,672,108.53, reflecting a year-on-year increase of 7.10%[4] - The company has ongoing research and development efforts aimed at new product innovations and market expansion strategies[16] Profitability Metrics - The gross profit margin for Q3 2024 improved to 38.22%, an increase of 2.24 percentage points year-on-year[6] - The weighted average return on equity increased to 10.23%, up 4.17 percentage points year-on-year[4] - The basic earnings per share for the current reporting period increased by 77.42%[11] - Basic earnings per share for the third quarter of 2024 was ¥1.42, compared to ¥0.76 in the same quarter of 2023, indicating an increase of 86.8%[23] Cash Flow and Investments - The net cash flow from operating activities for the year-to-date increased by 46.55%, primarily due to increased sales collections[11] - Cash flow from operating activities amounted to ¥4,646,811,960.26, up from ¥3,778,926,703.55 in the previous year, marking a 22.9% increase[24] - Operating cash inflow for Q3 2024 reached CNY 5,027,795,288.18, an increase of 21.7% compared to CNY 4,131,055,046.76 in Q3 2023[25] - Net cash flow from operating activities was CNY 746,078,746.16, up 46.5% from CNY 509,103,539.88 in the same period last year[25] - Cash inflow from investment activities totaled CNY 5,246,883,117.15, a rise of 14% compared to CNY 4,607,054,216.91 in Q3 2023[25] - Net cash flow from investment activities was negative CNY 630,947,839.99, worsening from negative CNY 573,567,915.68 year-over-year[25] - The company reported an investment income of ¥19,870,414.70, up from ¥15,049,994.96 in the previous year, showing a 32.5% increase[22] Assets and Liabilities - The total assets as of the end of Q3 2024 were ¥6,968,149,310.91, a 9.63% increase from the previous year[4] - The company's current assets totaled CNY 5,444,109,474.94, up from CNY 5,147,520,533.37, indicating an increase of about 5.8%[18] - The total liabilities decreased to CNY 784,276,108.97 from CNY 867,003,410.77, showing a reduction of approximately 9.5%[19] - The equity attributable to shareholders increased to CNY 6,148,895,489.44 from CNY 5,450,425,117.79, representing a growth of about 12.8%[20] - The company's inventory increased to CNY 1,271,074,913.51 from CNY 1,244,553,356.80, marking a rise of about 2.1%[18] Market Position and Strategy - The T series sales revenue grew over 50% year-on-year, continuing its trend as the company's largest product line[5] - The W series Wi-Fi 6 chips have gained significant market share in domestic operator tenders, with expected sales to exceed 10 million units in 2024[5] - The company plans to continue its multi-product line strategy, anticipating revenue growth in 2024 despite some uncertainties[7] - The company is focused on enhancing its market position through strategic investments and potential acquisitions in the semiconductor sector[11] Shareholder Information - The company’s major shareholders include Amlogic (Hong Kong) Limited, holding 26.02% of shares[12] - The company has not disclosed any related party transactions or concerted actions among other shareholders[14] Other Financial Metrics - The company reported a significant increase in comprehensive gross margin compared to the previous year, contributing to improved profitability[11] - The company has identified certain non-recurring gains and losses that are significant and not listed in the relevant disclosure announcements[11] - Other comprehensive income after tax was -¥9,590,329.83, compared to ¥18,225,174.99 in the same period of 2023, indicating a shift in financial performance[23] - The ending balance of cash and cash equivalents was CNY 893,191,637.31, down from CNY 1,163,504,457.39 at the end of Q3 2023[26]

Investment Rating - Buy (First Coverage) with a target price of 89 RMB [3] Core Views - The company is a leader in the domestic multimedia SoC chip design industry, with a diverse product portfolio including set-top box chips, smart TV chips, AI audio-video chips, WiFi chips, and automotive electronics chips [2] - The company's performance improved significantly in the first half of 2024, with operating revenue and net profit attributable to the parent company reaching 3.018 billion RMB and 362 million RMB, respectively, representing year-on-year growth of 28.33% and 96.06% [2] - The set-top box market is experiencing a trend towards high-definition and intelligent upgrades, with significant growth potential in overseas markets [2] - The company is well-positioned to benefit from the domestic substitution trend in the global TV supply chain, with opportunities to increase market share in the TV SoC market [2] - The company's AI audio-video chips and WiFi chips are expected to drive new growth, with the WiFi chip business entering a harvest period as WiFi technology upgrades from 5th to 6th generation [2] Industry Overview Set-Top Box Market - The domestic IPTV/OTT set-top box market is nearing saturation, with annual shipments stabilizing at around 50 million units, while overseas markets have significant growth potential with annual shipments of 40-50 million units [2] - The company has a strong competitive advantage in high-definition chips and holds a significant share in the procurement of major domestic telecom operators [2] - The domestic market is transitioning to 8K high-definition and intelligent set-top boxes, which will drive an increase in product value [2] Smart TV Market - The global TV market is expected to ship 223 million units in 2024, with Chinese brands occupying three of the top five spots in terms of shipments [2] - The TV SoC market is dominated by Taiwanese suppliers, but there is a growing need for mainland suppliers due to supply chain security concerns, providing opportunities for the company to increase its market share [2] - The trend towards high-end smart TVs is creating opportunities for value growth in TV SoCs [2] Smart Home and WiFi Chips - The global smart home market is growing, with AI technology becoming a key driver of development [2] - The company's AI audio-video chips, which feature AI capabilities, are gaining traction in international markets through partnerships with well-known brands [2] - The company's WiFi chips are expected to benefit from the upgrade from WiFi 5 to WiFi 6, which will significantly increase the value of the chips [2] Automotive Electronics - The smart cockpit market is expanding rapidly, and the company's automotive electronics chip business has long-term growth potential [2] Financial Performance - The company's revenue and net profit improved in the first half of 2024, with revenue reaching 3.016 billion RMB, a year-on-year increase of 28.33%, and net profit attributable to the parent company reaching 362 million RMB, a year-on-year increase of 96.06% [18] - The company's gross margin and net margin have stabilized, with gross margin at 35.4% and net margin at 12.0% in the first half of 2024 [19] - The company's R&D expenses as a percentage of revenue decreased, contributing to an expansion in net profit margin [20] Key Assumptions and Profit Forecast - The company's revenue is expected to grow from 6.495 billion RMB in 2024 to 9.210 billion RMB in 2026, with net profit attributable to the parent company increasing from 806 million RMB to 1.363 billion RMB over the same period [5] - The company's EPS is expected to grow from 1.93 RMB in 2024 to 3.26 RMB in 2026, with a corresponding PE ratio of 37x, 28x, and 22x, respectively [5] Valuation - The company is valued using a relative valuation method, with a target PE ratio of 35x for 2025, resulting in a 12-month target price of 89 RMB [5]

Investment Rating - The report maintains a "Buy" rating for the company, 晶晨股份 (688099.SH) [1] Core Views - The company is expected to achieve significant revenue and profit growth in the first three quarters of 2024, driven by market recovery and new product launches. Projected revenue is approximately 4.64 billion yuan, a year-on-year increase of about 20.3%, and net profit is expected to be around 594 million yuan, a year-on-year increase of approximately 89.3% [4][5] - The third quarter is anticipated to set a new record for revenue, with an estimated 1.62 billion yuan, reflecting a year-on-year increase of 7.7% and a stable quarter-on-quarter performance. The gross margin is expected to be around 38.2%, up approximately 2.2 percentage points year-on-year [4][5] - The company continues to invest heavily in R&D, with a focus on expanding its product matrix and achieving breakthroughs in multiple new products [5] Summary by Sections Market Performance - The company has experienced a relative performance of -43% compared to the沪深300 index as of October 2023 [3] Financial Data and Forecast - For 2024, the company forecasts revenues of 6.89 billion yuan and net profits of 797 million yuan, with a projected P/E ratio of 36 [6][7] - The gross margin is expected to improve from 36.4% in 2023 to 37.0% in 2024, with net profit margin increasing from 9.3% to 11.6% [7][9] Product Strategy - The T series products have seen over 50% year-on-year sales growth, while the W series Wi-Fi 6 chips have gained significant market share in domestic operator tenders [4][5] - The company has secured initial commercial orders for its 6nm chips based on the new ARM V9 architecture, which will be used in flagship products by several global operators [4][5] R&D Investment - The company has increased its R&D personnel by approximately 60 compared to the same period last year, with R&D expenses reaching about 1.02 billion yuan, a year-on-year increase of 0.07 billion yuan [5]

Investment Rating - Buy-A (Maintained) [1] Core Views - The company's 24Q3 revenue reached a historical high for the same period, driven by market recovery, aggressive sales strategies, and improved operational efficiency [3] - 24Q3 revenue was 1,624 million yuan, up 7.73% YoY, with a gross margin of 38.22%, up 2.24 percentage points YoY [3] - The company's 2024 full-year revenue is expected to achieve YoY growth, supported by the recovery of the global consumer electronics market and the enrichment of product application scenarios [3] - The company's W-series Wi-Fi 6 chips are expected to surpass 10 million units in annual sales for the first time in 2024 [4] - The company's 6nm chip, based on ARM V9 architecture, offers a 60%+ improvement in CPU performance and a 230%+ improvement in GPU performance compared to the previous generation, with 50% lower power consumption [7] Product Performance - T-series: Revenue grew over 50% YoY in the first three quarters of 2024, making it the company's largest product line [4] - S-series: The company secured 100% of the 8K chip market share in China Telecom's 2024-2025 IPTV set-top box procurement project, marking the official entry of China's video application field into the 8K era [4] - W-series: The Wi-Fi 6 chip won a significant share in China Telecom Sichuan's 2024 procurement project, marking its first batch breakthrough in the domestic operator market [7] Financial Performance - 2024 Q1-Q3 revenue: 4,640 million yuan, up 20.28% YoY [3] - 2024 Q1-Q3 net profit attributable to shareholders: 594 million yuan, up 89.32% YoY [3] - 2024 Q1-Q3 R&D expenses: 1,019 million yuan, up 7.04% YoY [3] - 2024 Q3 net profit attributable to shareholders: 232 million yuan, up 79.68% YoY [3] Financial Forecasts - 2024E revenue: 6,714 million yuan, up 25.0% YoY [8] - 2024E net profit attributable to shareholders: 822 million yuan, up 65.0% YoY [8] - 2024E gross margin: 36.7% [8] - 2024E EPS: 1.96 yuan [8] Valuation - 2024E P/E: 34.1x [8] - 2024E P/B: 4.5x [8] - 2024E EV/EBITDA: 26.5x [10]

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 87.3 yuan [4][6]. Core Views - The company's Q3 performance is largely in line with expectations, considering foreign exchange losses. The introduction of Wi-Fi 6 and 6nm new products is driving continued growth [3][4]. - The company achieved a Q3 revenue of 1.624 billion yuan, a year-on-year increase of 7.7% and a quarter-on-quarter decrease of 0.8%, marking a historical high for the third quarter. The net profit attributable to shareholders reached 231 million yuan, up 79.1% year-on-year [4][5]. - The T-series products have seen over 50% year-on-year growth in the first three quarters, continuing the growth trend in Q3, making it the company's largest product line [4]. Financial Summary - The company reported a revenue of 5,371 million yuan in 2023, with a projected increase to 6,944 million yuan in 2024, representing a growth of 29.3% [5][13]. - The net profit attributable to shareholders is expected to rise from 498 million yuan in 2023 to 812 million yuan in 2024, reflecting a growth of 62.9% [5][13]. - The earnings per share (EPS) are projected to be 1.94 yuan in 2024, increasing to 3.22 yuan by 2026 [5][13]. Product and Market Insights - The Wi-Fi 6 chips are gaining significant market share in domestic operator tenders, with expected sales to exceed 10 million units in 2024 [4]. - The 6nm chips, based on the new ARM V9 architecture, show substantial improvements in CPU and GPU performance while reducing power consumption by 50% [4]. - The company has successfully secured all shares in the first commercial batch tender for 8K chips among domestic operators [4].

Financial Performance - For the first three quarters of 2024, the company expects to achieve revenue of approximately 4.64 billion yuan, an increase of about 782.3 million yuan, representing a year-on-year growth of 20.28%[1] - The net profit attributable to the parent company for the same period is expected to be around 594 million yuan, an increase of approximately 280.3 million yuan, reflecting a year-on-year growth of 89.32%[1] - The net profit attributable to the parent company after deducting non-recurring gains and losses is projected to be about 550 million yuan, up approximately 283.3 million yuan, indicating a year-on-year increase of 106.26%[1] - The net profit attributable to the parent company in Q3 was approximately 232 million yuan, an increase of about 103 million yuan, reflecting a year-on-year growth of around 80%[5] Product Performance - The T series sales revenue grew by over 50% year-on-year, continuing its trend as the company's largest product line[3] - The W series Wi-Fi 6 chips have gained significant market share in domestic operator tenders, with expected annual sales to exceed 10 million units in 2024[3] - The company has developed a 6nm chip based on the new ARM V9 architecture, which improves CPU performance by over 60% and GPU performance by over 230% compared to previous generations[3] Operational Strategy - The company plans to continue expanding its sales scale and enhancing R&D investment, with a focus on improving operational efficiency in 2024[4] - The company achieved a comprehensive gross margin of approximately 38.22% in Q3, an increase of about 2.24 percentage points year-on-year[5] - The company anticipates that the overall global consumer electronics market will continue to recover, contributing to revenue growth in 2024, although specific performance remains uncertain[5]