苏州国芯科技股份有限公司 第三届董事会审计委员会第四次会议决议 一、董事会审计委员会会议召开情况 经审查，我们认为公司 2025 年第三季度报告的编制和审议程序符合相关法 律法规及《公司章程》等内部规章制度的规定；公司 2025 年第三季度报告的内 容与格式符合相关规定，公允地反映了公司 2025 年第三季度的财务状况和经营 成果等事项；2025 年第三季度报告编制过程中，未发现公司参与第三季度报告 编制和审议的人员有违反保密规定的行为。 我们同意公司 2025 年第三季度报告的相关事项，并同意将该事项提交公司 董事会审议。 苏州国芯科技股份有限公司 董事会审计委员会 2025 年 10 月 27 日 1 苏州国芯科技股份有限公司（以下简称"公司"）第三届董事会审计委员会 第四次会议（以下简称"本次会议"或"会议"）于 2025 年 10 月 27 日 9：00 在苏州市高新区汾湖路 99 号狮山总部经济中心 1 号楼 17 层会议室举行。本次会 议的通知于 2025 年 10 月 21 日通过电子邮件及电话等方式送达全体审计委员会 委员。本次会议采用现场表决结合通讯表决的方式召开，会议应出席委员 3 名， ...

Core Insights - Company reported a significant decline in revenue for Q3 2025, with a total of 88.06 million yuan, representing a year-on-year decrease of 57.7% [2][3] - Cumulative revenue for the first nine months of 2025 reached 259 million yuan, down 44.92% compared to the same period last year [2][3] - The decline in revenue is attributed to external factors affecting the custom chip service business, leading to extended production cycles and incomplete customer deliveries [2] Revenue and Profitability - The core business segments showed notable growth, with self-developed chips and modules generating 158 million yuan in revenue from January to September 2025, a year-on-year increase of 40.58% [2] - Revenue from automotive electronic chips reached 79.98 million yuan, marking a substantial growth of 73.52% year-on-year, with cumulative shipments exceeding 20 million units by September 30, 2025 [2] - Despite the revenue drop, the gross profit margin increased by 25.76 percentage points, and fair value changes contributed an additional 21.35 million yuan to profits [4] Financial Performance - The total profit for Q3 2025 was -41.94 million yuan, with a net profit attributable to shareholders of -40.93 million yuan [4] - For the first nine months, the cumulative total profit was -169.94 million yuan, and the net profit attributable to shareholders was -127.34 million yuan [4] - The net cash flow from operating activities for the first nine months reached 14.79 million yuan, a significant increase of 301.16% year-on-year, attributed to reduced payments for goods and services [5] Research and Development - R&D investment for Q3 2025 was 76.91 million yuan, a decrease of 5.36% year-on-year, while cumulative R&D investment for the first nine months was 230 million yuan, an increase of 2.16% [4][5] - The proportion of R&D investment relative to revenue significantly increased, reaching 87.35% in Q3 2025, up 48.31 percentage points year-on-year, and 89.03% for the first nine months, up 41.03 percentage points [5] Assets and Equity - As of September 30, 2025, total assets amounted to 3.25 billion yuan, reflecting a growth of 1.43% from the end of the previous year [5] - The equity attributable to shareholders decreased by 6.05% to 2.06 billion yuan compared to the end of the previous year [5]

Group 1 - The core viewpoint of the news is that Guoxin Technology reported a significant decline in revenue and incurred a net loss in the third quarter of 2025 [1] - Guoxin Technology's revenue for the first three quarters of 2025 was approximately 259 million yuan, representing a year-on-year decrease of 44.92% [1] - The net profit attributable to shareholders of the listed company was a loss of approximately 127 million yuan, with basic earnings per share showing a loss of 0.39 yuan [1] Group 2 - As of the report, Guoxin Technology's market capitalization stands at 10.2 billion yuan [2] - The A-share market has surpassed 4000 points, indicating a significant market resurgence and a new "slow bull" pattern emerging in the technology sector [2]

Financial Performance - The company's revenue for Q3 2025 was ¥88,055,045, a decrease of 57.70% year-over-year, primarily due to extended production cycles in the custom chip service business [5]. - The total profit for the period was -¥41,937,497.50, with a net profit attributable to shareholders of -¥40,928,358.42 [5]. - Total operating revenue for the first three quarters of 2025 was ¥258,634,964.13, a decrease of 44.83% compared to ¥469,580,210.79 in the same period of 2024 [21]. - Net loss for the first three quarters of 2025 was ¥127,339,601.00, slightly higher than the net loss of ¥127,306,457.56 in the same period of 2024 [23]. - Operating profit for the first three quarters of 2025 was -¥169,510,607.49, an improvement from -¥183,365,019.53 in the previous year [22]. Research and Development - Research and development (R&D) expenses amounted to ¥76,914,406.78, representing 87.35% of revenue, an increase of 48.31 percentage points compared to the previous year [6]. - Research and development expenses for the first three quarters of 2025 were ¥230,269,784.62, slightly higher than ¥225,401,152.35 in the same period of 2024 [22]. Assets and Liabilities - The total assets of the company as of the end of the reporting period were ¥3,246,046,644, reflecting a 1.43% increase from the previous year [6]. - Total assets as of the end of the reporting period were ¥3,246,046,644.00, compared to ¥3,200,422,926.79 at the end of the previous period [19]. - Total liabilities increased to ¥1,184,086,207.96 from ¥1,005,622,889.62 in the previous year [19]. - Non-current assets totaled ¥920,642,768.07, up from ¥894,251,383.84 in the previous year [18]. - The company's equity attributable to shareholders decreased to ¥2,061,960,436.04 from ¥2,194,800,037.17 [19]. Cash Flow - The company reported a significant increase in cash flow from operating activities, which rose by 301.16% year-to-date, totaling ¥147,877,971.12 [9]. - Net cash flow from operating activities was $147.88 million, a significant increase from $36.86 million in the previous period, reflecting improved operational efficiency [27]. - Cash received from sales of goods and services in the first three quarters of 2025 was ¥950,645,307.56, down from ¥1,370,242,734.58 in the same period of 2024 [26]. - Cash paid for operating activities was $826.38 million, down from $1.40 billion, suggesting cost control measures are being implemented [27]. - The ending cash and cash equivalents balance was $262.83 million, down from $720.18 million, reflecting a significant decrease in liquidity [28]. Shareholder Information - The company reported a total of 22,149,387 shares held by Ningbo Qiyue Venture Capital Partnership, accounting for 6.59% of total shares [12]. - The top ten shareholders collectively hold a significant portion of the company's shares, with no participation in margin trading or securities lending [14]. - The company has not reported any significant changes in shareholder structure or participation in financing activities during the reporting period [15]. Inventory and Current Assets - As of September 30, 2025, the total current assets amounted to RMB 2,325,403,875.93, showing a slight increase from RMB 2,306,171,542.95 as of December 31, 2024, representing a growth of approximately 0.5% [16]. - Cash and cash equivalents decreased to RMB 279,544,115.74 from RMB 395,028,168.19, indicating a decline of about 29.3% [16]. - Inventory decreased to RMB 364,482,592.21 from RMB 405,941,816.51, showing a decline of about 10.2% [17]. - Accounts receivable slightly rose to RMB 182,889,388.47 from RMB 181,737,162.36, marking a growth of about 0.6% [17]. - Prepayments increased to RMB 812,917,229.57 from RMB 741,689,114.87, which is an increase of approximately 9.6% [17]. Investment Activities - Cash inflow from investment activities totaled $1.18 billion, down from $2.02 billion, indicating a decrease in investment returns [27]. - Cash outflow from investment activities was $1.43 billion, compared to $2.62 billion previously, showing a reduction in capital expenditures [27]. - The company reported a net cash outflow of $249.57 million from investment activities, an improvement from -$606.61 million, suggesting better investment management [27]. - Cash received from investment recoveries was $1.17 billion, down from $2.01 billion, indicating a decline in asset liquidation [27]. Supply Chain Management - The company is actively addressing supply chain issues in the custom chip business, with improved order fulfillment as of August 27, 2025 [9].

Group 1 - The core viewpoint of the news is that Guoxin Technology's stock performance and financing activities indicate a high level of investor interest, despite a decline in revenue and profit in the first half of 2025 [1][2]. - On October 27, Guoxin Technology's stock rose by 1.37%, with a trading volume of 413 million yuan. The net financing purchase on that day was 5.83 million yuan, with a total financing and securities lending balance of 420 million yuan [1]. - The financing balance of Guoxin Technology is 419 million yuan, accounting for 4.12% of its market capitalization, which is above the 90th percentile level over the past year, indicating a high level of financing activity [1]. Group 2 - Guoxin Technology, established on June 25, 2001, and listed on January 6, 2022, focuses on providing IP licensing, chip customization services, and self-developed chips and modules, primarily in the fields of information security, automotive electronics, and industrial control [2]. - As of June 30, the number of shareholders in Guoxin Technology was 26,600, a decrease of 3.37% from the previous period, while the average circulating shares per person increased by 3.49% to 9,942 shares [2]. - For the first half of 2025, Guoxin Technology reported a revenue of 171 million yuan, a year-on-year decrease of 34.74%, and a net profit attributable to the parent company of -86.41 million yuan, a decrease of 4.66% year-on-year [2]. Group 3 - Guoxin Technology has distributed a total of 120 million yuan in dividends since its A-share listing, with cumulative distributions of 59.99 million yuan over the past three years [3].

Core Insights - The semiconductor sector experienced a decline of 0.9% on October 23, with Dazhi Semiconductor leading the drop [1] - The Shanghai Composite Index closed at 3922.41, up 0.22%, while the Shenzhen Component Index closed at 13025.45, also up 0.22% [1] Semiconductor Sector Performance - Notable gainers included: - Xidian Co., Ltd. (301629) with a closing price of 214.12, up 13.09% and a trading volume of 37,700 [1] - Jiangbolong (301308) closed at 190.19, up 5.12% with a trading volume of 213,000 [1] - Pudian Co., Ltd. (688766) closed at 119.06, up 4.44% with a trading volume of 85,400 [1] - Major decliners included: - Dazhi Semiconductor (688691) closed at 134.00, down 11.41% with a trading volume of 116,800 [2] - Jinhaitong (603061) closed at 132.20, down 5.10% with a trading volume of 16,800 [2] - Tailin Micro (688591) closed at 47.01, down 4.70% with a trading volume of 115,900 [2] Capital Flow Analysis - The semiconductor sector saw a net outflow of 2.971 billion yuan from institutional investors, while retail investors contributed a net inflow of 2.597 billion yuan [2][3] - Notable capital flows included: - Demingli (001309) with a net inflow of 631 million yuan from institutional investors [3] - Jiangbolong (301308) had a net inflow of 263 million yuan from institutional investors [3] - Zhongke Lanyun (688332) experienced a net inflow of 56.43 million yuan from institutional investors [3]

Core Viewpoint - The A-share market has seen significant gains in semiconductor stocks, with several companies reaching their daily price limits, indicating strong investor interest and market momentum [1] Group 1: Stock Performance - Yuanjie Technology hit the 20% daily limit increase [1] - Taiji Industry and Wentai Technology both reached a 10% daily limit increase [1] - Zhongwei Semiconductor rose over 9% [1] - Canxin Technology increased over 8% [1] - Companies such as Diaomicro, Jucheng Technology, and others saw gains exceeding 7% [1] - A number of other semiconductor stocks, including Hanwha Technology and Chipone Technology, experienced increases of over 5% [1]

Core Viewpoint - Guoxin Technology's stock rose by 5.06% to 29.09 CNY per share, with a trading volume of 256 million CNY and a turnover rate of 2.66%, resulting in a total market capitalization of 9.774 billion CNY [1] Company Overview - Suzhou Guoxin Technology Co., Ltd. was established on June 25, 2001, and went public on January 6, 2022. The company focuses on providing IP licensing, chip customization services, and self-developed chips and modules, primarily serving national strategic needs and market demands [1] - The main business revenue composition includes: self-developed chips and modules (42.19%), chip customization services (28.54%), mass production services (22.06%), custom services (6.48%), IP licensing (0.70%), and others (0.03%) [1] Fund Holdings - One fund under China Merchants Fund holds a significant position in Guoxin Technology. The China Merchants CSI 1000 Index Enhanced A (004194) held 419,100 shares in the second quarter, accounting for 0.92% of the fund's net value, making it the second-largest holding [2] - The fund has generated a floating profit of approximately 586,700 CNY as of the latest report [2] Fund Performance - The China Merchants CSI 1000 Index Enhanced A (004194) was established on March 3, 2017, with a current scale of 716 million CNY. Year-to-date returns stand at 30.11%, ranking 1428 out of 4218 in its category, while the one-year return is 36.98%, ranking 971 out of 3868 [2] - Since its inception, the fund has achieved a total return of 100.66% [2]

Group 1 - Guoxin Technology (国芯科技) closed at 27.08 yuan, with a decline of 6.14% [1] - The company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on January 6, 2022, with an initial stock issuance of 60 million shares at a price of 41.98 yuan per share [1] - The total funds raised from the initial public offering (IPO) amounted to 2.519 billion yuan, with a net amount of 2.262 billion yuan after deducting issuance costs, exceeding the original plan by 1.66 billion yuan [1] Group 2 - The funds raised are intended for projects including cloud information security chip design and industrialization, SoC chip design platform based on C*Core CPU core, and CPU core design based on RISC-V architecture [1] - The total issuance costs for the IPO were 256 million yuan, including underwriting fees of 237 million yuan and sponsorship fees of 943,400 yuan [1] Group 3 - On June 21, 2023, Guoxin Technology announced a cash dividend of 0.25186 yuan per share (including tax) and a stock bonus of 0.402978 shares per share [2] - The record date for the dividend distribution was June 28, 2023, and the ex-dividend date was June 29, 2023 [2]

Core Viewpoint - The company has approved the grant of restricted stock under the 2025 Restricted Stock Incentive Plan, with a total of 9.220686 million shares to be granted at a price of 14.97 yuan per share to 176 eligible participants on October 16, 2025 [2][5][30]. Summary by Sections Incentive Plan Details - The grant date for the restricted stock is set for October 16, 2025 [2]. - A total of 9.220686 million shares will be granted, representing approximately 2.74% of the company's total share capital [5][9]. - The stock will be granted at a price of 14.97 yuan per share [9]. Decision-Making Process - The decision to grant the restricted stock followed a series of meetings and approvals, including the third board meeting on September 12, 2025, and the third extraordinary shareholders' meeting on September 29, 2025 [3][4][30]. - The company conducted an internal review of the list of eligible participants from September 13 to September 22, 2025, with no objections raised [3]. Compliance and Eligibility - The board confirmed that both the company and the eligible participants meet the necessary conditions for the grant, as outlined in the relevant regulations [6][8]. - The eligible participants include directors, senior management, and key technical personnel, with no independent directors included [12][18]. Accounting and Financial Impact - The fair value of the restricted stock will be calculated using the Black-Scholes model, with the stock price at the grant date being 28.85 yuan per share [20]. - The estimated impact on the company's financial performance will be recognized as a cost over the vesting period of the stock [21][22]. Legal and Advisory Opinions - Legal opinions confirm that the grant has received the necessary approvals and complies with relevant laws and regulations [23]. - An independent financial advisor has also affirmed that the grant conditions have been met and are in accordance with applicable regulations [24].