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].

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 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].

Group 1 - The company has three independent non-executive directors for the year 2024: Zhang Zutong, Wang Guishun, and Feng Songlin [1] - The independent non-executive directors conducted a self-assessment of their independence and confirmed compliance with the requirements of the "Management Measures for Independent Directors of Listed Companies" [1] - The board evaluated the independence of the independent non-executive directors and found no conflicts of interest or relationships that could affect their independent judgment [1] Group 2 - The independent non-executive directors have not held any positions other than their current roles and have no affiliations with major shareholders [1] - The independent non-executive directors maintained a high level of independence throughout 2024, fulfilling their responsibilities in accordance with relevant regulations and the company's articles of association [1] - Their independent opinions have contributed to the company's decision-making process [1]

Profit Distribution Plan - The company plans not to distribute profits for the fiscal year 2024, which includes no cash dividends, no bonus shares, and no capital reserve transfers, with remaining undistributed profits carried over to the next year [1][4] - The decision is based on the company's development stage, R&D investments, operational funding needs, and long-term strategic planning [2][4] Industry Context - The wafer foundry industry is characterized as technology, capital, and talent-intensive, requiring significant capital expenditures and talent investments, with high entry barriers [2] - Competitors in the industry invest heavily in new plant construction, capacity expansion, and product R&D, necessitating substantial funding for the company to maintain technological competitiveness [2] Company Development Stage - The company is currently in a capacity expansion phase, focusing on increasing supply capabilities and enhancing process R&D efforts [2] - The company aims to continuously improve operational management and achieve technological breakthroughs to solidify and enhance market share while maintaining reasonable profit margins [2] Financial Performance - For the fiscal year, the company achieved a total revenue of 1,438,830.77 million RMB and a net profit attributable to shareholders of 38,057.62 million RMB [2] - The company needs to reserve sufficient funds to meet R&D investments, business development, project construction, and working capital requirements to ensure stable operations and healthy growth [2][3] Use of Retained Earnings - The undistributed profits for 2024 will be accumulated for the next year to support production operations, R&D innovation, project construction, and equipment purchases [3] - The company will adhere to relevant laws and regulations while considering various factors related to profit distribution to better protect the long-term interests of all shareholders [3] Shareholder Communication - The company has established multiple channels for investor communication, allowing minority shareholders to express their opinions on cash dividend policies [5] - The company is committed to enhancing investor returns by focusing on improving competitiveness and leveraging existing resources to meet business growth demands [5] Decision-Making Process - The company's board of directors approved the profit distribution plan on March 27, 2025, and it will be submitted for approval at the annual general meeting [5]

Core Viewpoint - The board of directors of Huahong Semiconductor Limited convened a meeting to approve the audited financial statements for 2024, along with several other key reports and proposals, all of which will be submitted for shareholder approval at the upcoming annual general meeting [1][2][3][4][5][6][7]. Group 1: Financial Reports and Approvals - The board approved the 2024 audited financial statements with a unanimous vote of 9 in favor [1]. - The board also approved the 2024 annual report, which will be published on the Shanghai Stock Exchange and Hong Kong Stock Exchange websites [2]. - A special report on the use of raised funds for 2024 was approved, also with a unanimous vote [2]. Group 2: Governance and Organizational Changes - The board approved a special opinion on the independence of independent non-executive directors, with all votes in favor [3]. - The board approved the report on the performance of the audit committee for 2024, again with unanimous support [3]. - Amendments to the company's articles of association were approved, pending shareholder approval [3]. Group 3: Strategic Initiatives - The board approved the establishment of a market value management system [3]. - A "Quality Improvement and Efficiency Enhancement" action plan for 2025 was also approved [4]. - The board agreed to convene the annual general meeting and suspend the registration of share transfers for Hong Kong stocks [4]. Group 4: Financial Management and Shareholder Proposals - The board approved the provision for asset impairment for 2024, with unanimous support [5]. - The board approved the re-election of certain directors at the annual general meeting, pending shareholder approval [5][6]. - A general authorization for the repurchase of up to 10% of the company's issued Hong Kong shares was approved, subject to shareholder approval [5][6]. - A general authorization for the issuance of additional shares, not exceeding 20% of the issued Hong Kong shares, was also approved [6]. - The board approved the profit distribution plan for 2024, pending shareholder approval [7].

| | | 华虹半导体有限公司 董事会决议公告 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。 一、 董事会召开情况 华虹半导体有限公司（"公司"）董事会于 2025 年 3 月 27 日在香港尖沙咀 么地道 72 号千禧新世界香港酒店召开。会议应出席董事 9 人，实际出席董事 9 人。本次会议由董事长唐均君先生主持，会议的召集、召开、表决程序符合《香 港联合交易所有限公司证券上市规则》《上海证券交易所科创板股票上市规则》 和《华虹半导体有限公司之组织章程细则》的规定。 二、 董事会会议审议情况 （一）同意公司 2024 年经审计财务报表。 表决结果：9 票赞成，0 票反对，0 票弃权。 本议案尚需提交公司股东周年大会审议。 具体内容详见公司刊登于上海证券交易所网站（www.sse.com.cn）的《华虹 半导体有限公司 2024 年年度审计报告》及刊登于香港联合交易所有限公司（以 下简称"香港联交所"）网站（http://www.hkexnews.hk）的《截至二零二四年十 二月三十一日止年度全年业绩公告》。 （二）同意 ...

| A 股代码：688347 | A 股简称：华虹公司 | 公告编号：2025-010 | | --- | --- | --- | | 港股代码：01347 | 港股简称：华虹半导体 | | 关于 2024 年度利润分配方案的公告 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。 华虹半导体有限公司 （二）是否可能触及其他风险警示情形 公司 2024 年度利润分配方案不会触及《上海证券交易所科创板股票上市规 则》第 12.9.1 条第一款第（八）项规定的可能被实施其他风险警示的情形。 二、 2024 年度不进行利润分配的情况说明 公司 2024 年度拟不进行利润分配，是结合行业发展情况，基于公司所处的 重要内容提示： 一、 利润分配方案内容 （一）利润分配方案的具体内容 经安永华明会计师事务所（特殊普通合伙）审计，截至 2024 年 12 月 31 日， 公司 2024 年度实现归属于上市公司股东的净利润为 38,057.62 万元。 经公司董事会决议，基于公司所处的发展阶段、研发投入和经营发展的资金 需求以及长期战略发展规 ...

国泰君安证券股份有限公司、海通证券股份有限公司 关于华虹半导体有限公司 2024年度持续督导年度跟踪报告 重大事项提示 2024年度，华虹半导体有限公司（以下简称"华虹公司"或"公司"）营业 收入1,438,830.77万元，较上年同期下降11.36%；归属于上市公司股东的净利润 38,057.62万元，归属于上市公司股东的扣除非经常性损益的净利润24,528.05万元， 分别较上年同期下降80.34%、84.80%。 | 工作内容 | 持续督导情况 | | --- | --- | | 1、建立健全并有效执行持续督导工作制度，并针对 具体的持续督导工作制定相应的工作计划。 | 联席保荐人已建立健全并有效执行 持续督导制度，已根据华虹公司的 具体情况制定了相应的工作计划。 | | 2、根据中国证监会相关规定，在持续督导工作开始 | 联席保荐人已与华虹公司签订持续 | | 前，与上市公司或相关当事人签署持续督导协议， | 督导协议，该协议明确了双方在持 | | 明确双方在持续督导期间的权利义务，并报上海证 | 续督导期间的权利义务，并报上海 | | 券交易所备案。 | 证券交易所备案。 | | 3、通过日常沟通、 ...

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