关于召开 2025 年股东周年大会的通知 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： | 证券代码：688347 | 证券简称：华虹公司 | 公告编号：2025-012 | | --- | --- | --- | | 港股代码：01347 | 港股简称：华虹半导体 | | 华虹半导体有限公司 一、 召开会议的基本情况 （一） 股东大会类型和届次 2025 年股东周年大会 召开日期时间：2025 年 5 月 8 日 14 点 30 分 召开地点：香港金钟道 88 号太古广场港丽酒店 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自 2025 年 5 月 8 日 至 2025 年 5 月 8 日 股东大会召开日期：2025年5月8日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、 ...

Financial Performance - Hua Hong Semiconductor achieved sales revenue of US$2,004 million for the year 2024, reflecting a steady quarter-on-quarter improvement in overall financial performance [18]. - The company reported a profit attributable to owners of the parent of US$449.9 million for 2024, with earnings per share (EPS) increasing to US$0.345 [14][16]. - The gross profit margin improved to 34.1% in 2024, up from 21.3% in 2023 [12][13]. - Hua Hong Semiconductor's revenue for 2024 was US$2,004 million, a decrease of 12.3% compared to the previous year [151]. - Revenue from semiconductor wafers accounted for 94.9% of total revenue, amounting to US$1,900,929 thousand, down 12.9% year-over-year [152]. - Revenue from systems and fabless companies represented 95.8% of total revenue, totaling US$1,919,000 thousand, a decline of 9.0% year-over-year [153]. - The company's revenue in China was US$1,636,528 thousand, making up 81.6% of total revenue, down 7.8% from the previous year [155]. - Gross profit decreased by 57.9% to US$205.13 million in 2024, mainly due to lower average selling prices and increased depreciation costs [172]. - The company's net cash flows generated from operating activities were US$459.50 million, a decrease of 28.4% compared to 2023 [192]. Production and Capacity - The second 12-inch production line in Wuxi commenced operations ahead of schedule, contributing to the company's "8-inch + 12-inch" strategy [19]. - The company maintained an average annual capacity utilization rate close to 100%, securing a leading position among global wafer foundry enterprises [151]. - Wafer shipments (8-inch wafer equivalent) increased by 10.8% year-on-year, reaching 4,545 thousand wafers in 2024 [161]. - Capacity utilization for 8-inch wafer equivalent rose to 99.5% in 2024, an increase of 5.2 percentage points from 2023 [160]. - The company successfully commenced mass production at the Huahong Manufacturing Project (Hua Hong Fab 9) by the end of 2024, with plans to introduce 40nm process nodes in 2025 [167]. Strategic Initiatives - The company plans to enhance production capacity and optimize its "Specialty IC + Power Discrete" product portfolio in 2025 [21]. - The Hua Hong Manufacturing Project is expected to drive steady revenue growth starting in 2025, laying a solid foundation for future performance improvement [19]. - The company aims to deepen strategic collaboration with customers and partners to meet rising demand driven by supply chain localization in the Chinese market [21]. - The company aims to continue leveraging its technological expertise and proactive sales strategies to navigate market challenges and capitalize on growth opportunities [151]. - The Analog & Power Management and Logic & RF platforms showed strong revenue growth, driven by demand in AI-related applications [156]. - The Analog & PM (Power Management) platform saw significant revenue growth in 2024, driven by strong demand in AI supporting power applications [164]. Governance and Management - Junjun Tang appointed as Chairman and Executive Director effective December 31, 2024, with extensive experience in the integrated circuit industry [38]. - Dr. Peng Bai to become President and Executive Director starting January 1, 2025, bringing over 30 years of experience in integrated circuits manufacturing [40]. - Mr. Suxin Zhang resigned as Chairman and Executive Director on December 31, 2024 [53]. - Mr. Limin Zhou resigned as a Non-Executive Director on March 7, 2025 [55]. - Mr. Songlin Feng appointed as Independent Non-Executive Director effective March 28, 2024, with over 32 years of experience in semiconductor research [63]. - Company maintains a strong governance structure with a diverse board of directors and senior management team [41]. - The Company has a nine-member Board comprising two Executive Directors, four Non-Executive Directors, and three Independent Non-Executive Directors [87]. - The Board held six meetings during the year ended 31 December 2024, with all Directors given the opportunity to put items on the agenda [97]. - The Company complied with the Corporate Governance Code during the year ended 31 December 2024 [84]. - Independent Non-Executive Directors represent more than one-third of the Board, ensuring compliance with Listing Rules [93]. - The roles of the Chairman and the President are separate, with the Chairman overseeing overall management and the President handling day-to-day operations [94]. - The Company has implemented mechanisms to ensure independent views are available to the Board, reviewed annually for effectiveness [92]. - Directors are required to keep abreast of their responsibilities and the Company's business activities [102]. - The Company has arranged appropriate insurance to cover potential liabilities of Directors and Officers regarding legal actions [96]. Financial Management - The company has established relationships with major banks including China Construction Bank and China Development Bank for financial support [32]. - For the year ended 31 December 2024, the remuneration paid to the auditors for audit services was US$0.73 million, and for non-audit services was US$0.01 million [115]. - Cash and cash equivalents decreased by 20.2% to US$4,459.13 million at the end of 2024, primarily due to cash flow analysis factors [191]. - Administrative expenses increased by 8.8% to US$351.28 million, mainly due to higher R&D expenses and new fab start-up costs [173]. - Cash and cash equivalents decreased from US$5,585.2 million as of 31 December 2023 to US$4,459.1 million as of 31 December 2024, representing a decline of approximately 20.1% [195]. - If interest rates had been 100 basis points higher or lower, profit before tax for the year would have been US$20,053,000 lower or higher, indicating significant sensitivity to interest rate changes [197]. - Approximately 18% of sales were denominated in currencies other than the functional currency of the subsidiaries, while 61% of costs of sales were in the subsidiaries' functional currency [198]. - Interest-bearing bank borrowings with a carrying amount of US$1,502.3 million were denominated in US$, exposing the company to foreign currency risk [199]. - A 5% strengthening or weakening of the US$ against the RMB would result in profit before tax being approximately US$99.6 million lower or higher, highlighting the impact of currency fluctuations [200]. Workforce and Diversity - The gender ratio of the Group's workforce as of 31 December 2024 was approximately 74% male to 26% female [120]. - The Company believes that gender diversity is important and has achieved compliance with the relevant listing rules following the appointment of a new director [118]. - The Company will continue to maintain a balance of diverse perspectives on the Board conducive to growth [119].

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年3月31日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 華虹半導體有限公司（於香港註冊成立的有限公司） | | | 呈交日期: | 2025年4月7日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 1. 股份分類 | 普通股 | | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01347 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 1,317,317,713 | | 0 | | 1,317,317,71 ...

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Insights - The company reported a Q4 2024 revenue of 3.886 billion yuan, representing a year-over-year increase of 18.5% and a quarter-over-quarter increase of 3.07%. The gross margin was 18.07%, with a net loss of 197 million yuan primarily due to foreign exchange losses. The total revenue for 2024 was 14.388 billion yuan, with a gross margin of 17.43% and a net profit attributable to shareholders of 381 million yuan, aligning with forecasts [4][5] - The company’s ASP has shown positive growth for two consecutive quarters, with a Q4 2024 ASP of $444 per wafer, a quarter-over-quarter increase of 1.3%. The overall capacity utilization rate was 103.2% [5] - The company has adjusted its profit forecasts, projecting net profits of 881 million yuan for 2025 and 1.184 billion yuan for 2026, with a new forecast for 2027 set at 1.559 billion yuan. The corresponding PE ratios for 2025-2027 are 90, 67, and 51 respectively [5] Financial Data and Profit Forecast - The company’s total revenue is projected to grow from 14.388 billion yuan in 2024 to 17.558 billion yuan in 2025, with a year-over-year growth rate of 22% [4][7] - The net profit attributable to shareholders is expected to increase significantly from 381 million yuan in 2024 to 881 million yuan in 2025, reflecting a year-over-year growth rate of 131.4% [4][7] - The gross margin is anticipated to decline from 17.4% in 2024 to 13% in 2025, indicating a shift in profitability dynamics [4][7]

Group 1 - The core point of the news is that Huahong Company (688347.SH) is currently trading at 45.88 yuan, reflecting a decline of 3.94% and is in a state of breaking its initial public offering price [1] - Huahong Company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 7, 2023, with an issuance of 407,750,000 shares, accounting for 23.76% of the total share capital after issuance, at a price of 52.00 yuan per share [1] - The total amount raised by Huahong Company during its IPO was 2,120,300,000 yuan, with a net amount of 2,092,067,700 yuan, exceeding the original plan by 2.921 billion yuan [1] Group 2 - The company plans to use the raised funds of 18 billion yuan for projects including Huahong Manufacturing (Wuxi), optimization and upgrading of the 8-inch factory, innovation and research in specialized technology, and to supplement working capital [1] - The total issuance costs for the public offering of new shares amounted to 282,323,000 yuan, including underwriting fees of 260,586,000 yuan [1] - Investors participating in the strategic placement of Huahong Company received a total of 203,875,000 shares during the IPO, with the lead underwriters receiving 8,155,000 shares each, corresponding to an investment amount of 424,060,000 yuan [2]

Core Points - The audit report for Huahong Semiconductor Co., Ltd. for the fiscal year 2024 was issued by Ernst & Young Huaming, confirming the financial statements with no reservations [1][2] - The report includes a summary table of non-operating fund occupation and other related fund transactions for the year 2024, as required by regulatory guidelines [1][2] Summary by Sections Audit Overview - The audit covered the consolidated and company balance sheets as of December 31, 2024, along with the income statement, statement of changes in equity, and cash flow statement for the fiscal year [1] - The audit report was issued on March 27, 2025, under the reference number 70013197_B02 [1] Non-Operating Fund Occupation - Huahong Semiconductor is responsible for the truthful, legal, and complete preparation and disclosure of the summary table [2] - The summary table should be read in conjunction with the audited financial statements for a better understanding of the non-operating fund occupation and related transactions [2] Related Party Transactions - The summary table includes details on non-operating fund occupation and other related party transactions, with specific amounts and reasons for the transactions [4][5] - The total amount of non-operating fund occupation and related transactions is detailed, indicating the financial interactions with related parties [5]

Group 1 - The audit report indicates that the financial statements of Huahong Semiconductor Co., Ltd. fairly reflect its financial position as of December 31, 2024, and its operational results for the year 2024 [1][2] - The audit was conducted in accordance with Chinese CPA auditing standards, ensuring independence and adherence to professional ethics [1][2] - Key audit matters included long-term asset impairment and the fair value determination of equity investments, which were significant due to their complexity and the management's judgment involved [2][3] Group 2 - The company is responsible for preparing financial statements in accordance with accounting standards, ensuring they reflect a true and fair view of its financial position [4][5] - The management is tasked with assessing the company's ability to continue as a going concern and disclosing relevant matters [5] - The governance layer oversees the financial reporting process, ensuring compliance and accuracy [5] Group 3 - The financial statements are prepared based on the going concern assumption, and the company has adopted specific accounting policies and estimates relevant to its operations [8][9] - The company’s financial reporting is in compliance with the accounting standards issued by the Ministry of Finance, ensuring transparency and reliability [8][9] - The company’s functional currency is the US dollar, while the financial statements are presented in Renminbi [9] Group 4 - The company has established significant accounting policies regarding inventory, fixed assets, and financial instruments, ensuring accurate measurement and reporting [10][11] - The impairment of long-term assets and the valuation of equity investments are critical areas requiring significant management judgment [2][3] - The company employs a perpetual inventory system and measures inventory at the lower of cost or net realizable value [24]

Core Viewpoint - The special report on the use and storage of raised funds by Huahong Semiconductor Co., Ltd. for the year 2024 has been verified, confirming compliance with regulatory requirements and accurately reflecting the company's fundraising activities and fund management practices [2][3]. Fundraising Basic Situation - The company was approved to publicly issue 40,775,000 shares at a price of RMB 52.00 per share, raising a total of RMB 2,120,300,000. After deducting various fees totaling RMB 28,232,300, the net amount raised was RMB 2,092,067,700, which was fully received by July 31, 2023 [4]. - As of December 31, 2024, the actual received fundraising amount was RMB 2,094,241,400, with total expenses of RMB 1,416,476,670 for investment projects, resulting in a remaining balance of RMB 696,643,960 in the special account [4]. Fund Management Situation - The company has established a fundraising management system to regulate the use and management of raised funds, ensuring compliance with relevant laws and protecting shareholder rights [5]. - A special account storage system has been implemented, with agreements signed with various banks and securities firms to ensure proper oversight of the raised funds [5][6]. Fund Usage - The company has authorized the use of temporarily idle raised funds for cash management, with all cash management products redeemed by August 22, 2024, leaving a balance of zero [8]. - The company has utilized self-owned funds for part of the investment project payments and will regularly transfer equivalent amounts from the special account to its own funds [8].

Core Viewpoint - The report highlights a significant decline in revenue and net profit for Huahong Semiconductor, attributed to weak demand in automotive, industrial, and new energy sectors, as well as intense market competition affecting sales prices [2][9]. Financial Performance - Revenue for 2024 is reported at 1,438,830.77 million RMB, a decrease of 11.36% compared to the previous year [17]. - Net profit attributable to shareholders decreased by 80.34%, while net profit excluding non-recurring gains and losses fell by 84.80% [2][17]. - Basic earnings per share dropped by 83.21% to 0.22 RMB, and diluted earnings per share decreased by 83.08% to 0.22 RMB [17][18]. - Total assets increased by 15.36% to 8,793,523.15 million RMB [17]. Operational Overview - The company is under continuous supervision by Guotai Junan Securities and Haitong Securities, with a focus on compliance with relevant regulations and effective governance [4][7]. - No major violations or issues requiring rectification were reported during the supervision period [9][17]. Market and Industry Risks - The semiconductor industry faces cyclical demand fluctuations, with potential risks from economic slowdowns and increased competition [10][12]. - The company must continuously innovate and upgrade its technology to maintain competitiveness in a rapidly evolving market [10][12]. - Risks related to supply chain disruptions, particularly from geopolitical tensions affecting key suppliers, could impact production and operational stability [11][14]. Research and Development - The company has focused on enhancing its core competencies in specialized process technologies, with a total of 4,644 patents granted as of December 2024 [18][19]. - R&D efforts are concentrated on differentiated technologies, including embedded non-volatile memory and power devices, to meet market demands [19][20]. Fund Utilization - As of December 31, 2024, the company reported a balance of 696,643.96 million RMB in its fundraising account, with all funds utilized in compliance with regulatory requirements [21][22].

Core Viewpoint - The company, Hua Hong Semiconductor Limited, is proposing amendments to its Articles of Association, which will be submitted for approval at the upcoming annual general meeting of shareholders [27]. Summary by Sections Proposed Amendments - The amendments are in accordance with the Companies Ordinance (Cap. 622) and the relevant adjustments of the Hong Kong Stock Exchange Listing Rules [27]. - The specific revisions include definitions for terms such as "Company Communications" and "Virtual Meeting Technology" [27][3]. Meeting Formats - The company will allow for shareholder meetings to be held in various formats, including physical, hybrid, and fully virtual meetings [4][6]. - The board of directors has the discretion to determine the format of the meetings based on applicable laws and regulations [4][6]. Shareholder Rights and Participation - Shareholders will have the right to participate in meetings either in person or through electronic means, ensuring accessibility [10][11]. - The company will ensure that adequate electronic facilities are available for virtual participation [10][11]. Notification and Communication - The company will provide notifications for meetings at least 21 days in advance for annual general meetings and 14 days for special meetings, as required by the relevant regulations [7][27]. - Notifications can be sent electronically or published on the company's website, which will be considered as valid delivery [19][26]. Effectiveness of Amendments - The proposed amendments will take effect only after being approved at the shareholders' annual general meeting [27]. - The revised Articles of Association will be disclosed on the Shanghai Stock Exchange website upon approval [27].