上海芯导电子科技股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688230 证券简称：芯导科技 上海芯导电子科技股份有限公司 2025 年第一次临时股东大会会议资料 2025 年 9 月 上海芯导电子科技股份有限公司 2025 年第一次临时股东大会会议资料 | | | | 2025 年第一次临时股东大会会议须知 | 2 | | --- | --- | | 2025 年第一次临时股东大会会议议程 | 4 | | 2025 年第一次临时股东大会会议议案 | 6 | | 议案一：关于取消监事会、修订《公司章程》并办理工商变更登记的议案 | ... 6 | | 议案二：关于制定及修订部分治理制度的议案 | 7 | 1 上海芯导电子科技股份有限公司 2025 年第一次临时股东大会会议资料 上海芯导电子科技股份有限公司 2025 年第一次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》以及《上海芯导电子科技股份有限公司章程》（以下简称"《公 司章程》"）、《股东大会议事规 ...

Core Viewpoint - The article discusses the increasing use of convertible bonds as a payment method in mergers and acquisitions, particularly in the technology sector, highlighting their advantages in terms of flexibility, risk management, and alignment of interests between acquiring and target companies [1][2][3]. Group 1: Convertible Bonds in M&A - The Shanghai Chip导电子科技股份有限公司 is progressing with the acquisition of Shanghai Shunlei Technology Co., Ltd. through convertible bonds and cash payments [1]. - Since the China Securities Regulatory Commission's policy announcement in September last year, 14 A-share companies have incorporated convertible bonds into their M&A strategies, with 8 of these companies from the information technology sector [1]. - The characteristics of convertible bonds align well with the high capital demands and long cycles of the technology industry, providing a financing method that alleviates short-term cash flow pressures while supporting long-term strategic investments [1][3]. Group 2: Advantages of Convertible Bonds - Using convertible bonds allows acquirers to avoid large upfront cash payments, distributing payment pressure over time while ensuring sufficient liquidity for R&D and operations [2]. - Convertible bonds do not immediately dilute existing equity before conversion, helping maintain stability in ownership and control, which is crucial for technology firms reliant on core talent [2]. - The "shared benefits" mechanism of convertible bonds transforms the relationship between acquirers and targets into a long-term partnership, incentivizing key personnel to remain and reducing the risk of losing critical technology [2]. Group 3: Risk Mitigation - The dual nature of convertible bonds provides effective risk buffering, offering a guaranteed return through principal and interest, which is vital in the rapidly changing technology sector [3]. - The potential for future value realization through stock price appreciation without additional cash payments enhances the attractiveness of convertible bonds for acquirers [3]. - The inherent flexibility of convertible bonds makes them appealing to market investors, providing stable funding support for technology-related M&A transactions [3]. Group 4: Future Outlook - Convertible bonds are increasingly becoming a key payment tool for listed companies, especially in the technology sector, as they navigate mergers and acquisitions [3]. - With the ongoing market-oriented reforms in M&A, convertible bonds are expected to play a central role in more restructuring transactions across emerging industries [3].

Group 1 - The company, ChipGuide Technology, has made performance commitments for the acquired companies, Jishun Technology and Shunlei Technology, with audited net profits of no less than RMB 35 million, RMB 36.5 million, and RMB 40 million for the years 2025, 2026, and 2027 respectively [2] - On August 4, ChipGuide Technology announced plans to issue convertible bonds and pay cash to acquire 100% of Jishun Technology and 17.15% of Shunlei Technology, raising additional funds for the transaction [2] - Following the completion of the transaction, ChipGuide Technology will hold 100% ownership of both Jishun Technology and Shunlei Technology, aiming to enhance the company's asset scale and product matrix, thereby expanding revenue sources and improving overall operational performance and shareholder returns [2] Group 2 - In response to inquiries about GaN products, the company reported that its 650V GaN HEMT product line has successfully integrated P-GaN series products with resistance values ranging from 90 to 300 mR, and the 650V Cascode structure GaN HEMT is under orderly development, with initial formation of products ranging from 50 to 3000 mR [3] - The company is also developing mid-to-low voltage GaN HEMT products (40V to 150V), with the representative 40V bidirectional GaN product already achieving mass production and shipment to clients [3]

Group 1: Industry Performance - The semiconductor industry demonstrated resilience in the first half of the year, driven by domestic substitution and market recovery, with leading wafer manufacturers like SMIC and Hua Hong maintaining full production [1] - The overall revenue of the semiconductor industry increased by 15.54% year-on-year, while net profit attributable to shareholders grew by 32.41% [2] - Among 165 listed semiconductor companies, 120 reported profits, and 100 companies saw year-on-year net profit growth [2] Group 2: Company Highlights - Cambrian achieved a revenue of 2.881 billion yuan, a staggering year-on-year growth of 4347.82%, and a net profit of 1.038 billion yuan, reversing a loss from the previous year [2] - Haiguang Information reported a revenue of 5.464 billion yuan, up 45.21% year-on-year, and a net profit of 1.201 billion yuan, marking its first half-year net profit exceeding 1 billion yuan [3] - Other companies like Longji Technology, Shengyi Electronics, and Yuntian Lifeng are seizing opportunities in advanced packaging, AI materials, and optical communication, contributing to a diversified growth landscape [3] Group 3: Equipment Sector Growth - Domestic semiconductor equipment companies are actively expanding production capacity in response to surging demand from generative AI [4] - Zhongwei's plasma etching equipment sales increased by approximately 40% year-on-year, accounting for over 75% of total revenue, with plans to cover 50%-60% of high-end equipment in the next 5 to 10 years [4] - Shengmei Shanghai reported nearly 40% quarter-on-quarter revenue growth, driven by strong demand in logic and storage chip sectors [5] Group 4: Mergers and Acquisitions - The semiconductor industry is experiencing a wave of mergers and acquisitions, supported by new policies that encourage cross-industry mergers [6] - In the first half of 2025, Northern Huachuang completed the acquisition of Xinyuan Micro, enhancing its product line in semiconductor equipment [6] - Companies like Guokewai and Xindao Technology are actively pursuing acquisitions to strengthen their market position and enhance competitiveness [7]

Group 1 - The company plans to issue convertible bonds and pay cash to acquire 100% equity of Shanghai Jishun Technology Co., Ltd. and 17.15% equity of Shanghai Shunlei Technology Co., Ltd. [1] - The transaction is expected to constitute a major asset restructuring as defined by the regulations but will not result in a restructuring listing or related party transactions [1] - The board of directors has approved the proposal related to the issuance of convertible bonds and cash payment for asset acquisition [1] Group 2 - The company is actively progressing with the major asset restructuring, conducting due diligence, auditing, and valuation of the target companies [2] - Ongoing communication and negotiation with relevant parties are being maintained regarding the major asset restructuring [2] - The implementation of the transaction is subject to necessary internal decision-making processes and approval from regulatory authorities, indicating uncertainty in execution [2]

截至本公告披露日，公司持续推进上述筹划重大资产重组的具体事宜，根据 相关规定组织各中介机构积极开展对标的公司的尽职调查以及审计、评估等工作， 上海芯导电子科技股份有限公司 关于筹划重大资产重组事项的进展公告 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。 一、本次重大资产重组的基本情况 上海芯导电子科技股份有限公司（以下简称"公司"）拟发行可转换公司债 券及支付现金购买盛锋、李晖、黄松、王青松合计持有的上海吉瞬科技有限公司 （以下简称"吉瞬科技"）100%的股权以及盛锋、李晖、黄松、王青松、瞬雷优 才（深圳）投资合伙企业（有限合伙）合计持有的上海瞬雷科技有限公司（以下 简称"瞬雷科技"）17.15%的股权并募集配套资金（以下简称"本次交易"）。本 次交易完成后，公司将直接/间接持有吉瞬科技和瞬雷科技（以下合称"标的公 司"）100%的股权。 经初步测算，本次交易预计构成《上市公司重大资产重组管理办法》规定的 重大资产重组，不构成重组上市，不构成关联交易。 二、本次重大资产重组的进展情况 2025 年 8 月 3 日，公司召开第 ...

上海芯导电子科技股份有限公司 关于参加2025年半年度科创板芯片设计行业 集体业绩说明会的公告 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： 投资者可于 2025 年 9 月 1 日（星期一）至 9 月 5 日（星期五）16:00 前登录 上 证 路 演 中 心 网 站 首 页 点 击 " 提 问 预 征 集 " 栏 目 或 通 过 公 司 邮 箱 investor@prisemi.com 进行提问。公司将在说明会上对投资者普遍关注的问题进 行回答。 上海芯导电子科技股份有限公司（以下简称"公司"）已于2025年8月27日 发布公司《2025年半年度报告》，为便于广大投资者更全面深入地了解公司的经 营成果、财务状况，公司计划于2025年9月8日（星期一）15:00-17:00参加2025年 半年度科创板芯片设计行业集体业绩说明会，就投资者关心的问题进行交流。 证券代码：688230 证券简称：芯导科技 公告编号：2025-026 （一）会议召开时间：2025年9月8日（星期一）15:00-17:00 （二 ...

Group 1 - The core viewpoint of the news is that ChipGuide Technology has shown a mixed performance in terms of stock trading and financial results, with significant financing activity and a slight decline in net profit [1][2]. - On August 27, ChipGuide Technology's stock fell by 1.03%, with a trading volume of 178 million yuan. The net financing purchase was 197,900 yuan, with a total financing balance of 243 million yuan, representing 3.00% of the circulating market value [1]. - The company has a high financing balance, exceeding the 90th percentile level over the past year, indicating strong investor interest [1]. Group 2 - As of June 30, the number of shareholders for ChipGuide Technology was 8,194, a decrease of 6.79% from the previous period, while the average circulating shares per person increased by 329.14% to 14,351 shares [2]. - For the first half of 2025, ChipGuide Technology reported revenue of 182 million yuan, a year-on-year increase of 17.09%, but the net profit attributable to shareholders decreased by 3.86% to 50.2 million yuan [2]. - The company has distributed a total of 251 million yuan in dividends since its A-share listing, with 215 million yuan distributed over the past three years [3].

Core Viewpoint - The company, Xindao Technology (688230), reported a revenue increase but a decline in net profit for the first half of 2025, indicating mixed financial performance. Financial Performance Summary - Total revenue reached 182 million yuan, a year-on-year increase of 17.09% [1] - Net profit attributable to shareholders was approximately 50.2 million yuan, a year-on-year decrease of 3.86% [1] - In Q2, revenue was 108 million yuan, up 24.17% year-on-year, while net profit was 26.1 million yuan, down 5.83% year-on-year [1] Profitability Metrics - Gross margin stood at 33.24%, down 7.36% year-on-year [1] - Net margin was 27.52%, down 17.89% year-on-year [1] - Earnings per share (EPS) was 0.43 yuan, a decrease of 2.27% year-on-year [1] Expense Analysis - Total selling, administrative, and financial expenses amounted to 13.0 million yuan, accounting for 7.14% of revenue, a decrease of 7.72% year-on-year [1] - Sales expenses increased by 1.65% due to an expanded sales team and higher employee compensation [4] - Management expenses rose by 1.82% due to increased salaries for management personnel [5] Cash Flow and Investment - Operating cash flow per share was 0.23 yuan, an increase of 25.34% year-on-year [1] - Net cash flow from operating activities increased due to higher revenue and increased collections [5] - Net cash flow from investing activities surged by 128.88% due to effective cash management [5] Asset and Liability Changes - Cash and cash equivalents increased by 56.80% due to operating cash inflows and the redemption of financial products [2] - Long-term equity investments rose by 25.83% due to investment payments [2] - Payables to employees decreased by 72.92% due to the payment of last year's bonuses [2] Tax and Revenue Insights - Tax liabilities increased by 105.21% due to a rise in income tax [3] - Revenue growth was driven by increased sales of power device products, with strong synergy between ecological chain products and core business [3] Historical Performance Context - The company's return on invested capital (ROIC) was 4.88%, indicating weak capital returns, while the net margin was 31.63%, suggesting high value addition [5] - Historical data shows a median ROIC of 9.92% since the company went public, with the worst year being 2023 at 4.23% [5] Debt Servicing Capability - The company's cash assets are reported to be very healthy, indicating strong debt servicing capability [6]

Core Insights - The power semiconductor industry in China has developed a complete ecosystem with leading companies specializing in various segments, including IGBT modules, diodes, and traditional devices, contributing to the import substitution process in key areas like automotive electronics and renewable energy [1][8]. Company Overview - New Energy and Stada Semiconductor focus on IGBT modules, leading in the renewable energy sector [1]. - Jiejie Microelectronics and Suzhou Good focus on diodes and thyristors, serving home appliances and industrial automation markets [1]. - Huazhong Microelectronics and Silan Microelectronics are IDM leaders covering the entire industry chain [1]. - Wentai Technology has expanded into automotive-grade products through the acquisition of Anshi Semiconductor [1]. - Yangjie Technology leads in discrete devices, while Dongwei Semiconductor and Hongwei Technology focus on high-end MOSFET and IGBT research [1]. - Pairui Technology specializes in high-voltage devices, and Zhenhua Technology and Huami Electronics have advantages in military and industrial sectors [1]. - Galaxy Microelectronics, Xindao Technology, and Kaiweite focus on miniaturized devices in niche markets [1]. Performance Comparison - In Q1 2025, most power semiconductor companies reported gross margins between 10% and 45%, indicating good profitability [5]. - Wentai Technology led in revenue with 13.1 billion yuan, although its year-on-year growth rate declined [5]. - Pairui Technology achieved the highest gross margin at 58.4%, showcasing its cost control and efficiency [5]. Revenue and Gross Margin Data - New Energy reported Q1 2025 revenue of 450 million yuan with a gross margin of 36.6% [6]. - Jiejie Microelectronics had revenue of 700 million yuan and a gross margin of 39.9% [6]. - Huazhong Microelectronics reported 2.35 billion yuan in revenue with a gross margin of 25.3% [6]. - Wentai Technology's revenue was 13.1 billion yuan with a gross margin of 14.0% [6]. - Silan Microelectronics had revenue of 3 billion yuan and a gross margin of 21.3% [6]. - Stada Semiconductor reported 920 million yuan in revenue with a gross margin of 30.4% [6]. - Suzhou Good achieved 900 million yuan in revenue with a gross margin of 10.8% [6]. - Yangjie Technology reported 1.58 billion yuan in revenue with a gross margin of 34.6% [6]. - Galaxy Microelectronics had revenue of 220 million yuan and a gross margin of 24.0% [6]. - Pairui Technology's revenue was 30 million yuan with a gross margin of 58.4% [6]. - Hongwei Technology reported 300 million yuan in revenue with a gross margin of 16.4% [6]. - Dongwei Semiconductor achieved 280 million yuan in revenue with a gross margin of 13.6% [7]. - Taiji Technology reported 70 million yuan in revenue with a gross margin of 29.0% [7]. - Zhenhua Technology had revenue of 910 million yuan and a gross margin of 42.5% [7]. - Huami Electronics reported 640 million yuan in revenue with a gross margin of 28.0% [7]. Regional Distribution - Domestic sales dominate, with most companies having over 70% of their sales in China, except Wentai Technology, which has a balanced global presence [8]. - The East and South China regions are core areas for companies like Stada Semiconductor, Silan Microelectronics, and New Energy, while North and Central China focus on industrial and power applications [8]. - Companies like Zhenhua Technology and Huami Electronics leverage local bases to expand into surrounding areas [8]. Future Business Plans - The industry aims to build competitive barriers through capacity expansion, automotive certification, and domestic substitution [16]. - Leading companies are accelerating the expansion of automotive-grade IGBT modules and focusing on the photovoltaic storage market [16]. - Companies are also enhancing their technology capabilities, with a focus on 12-inch wafer production and third-generation semiconductor layouts [16].