Investment Rating - The report maintains a "Buy" rating for the company [4][10]. Core Views - The company reported a revenue of 737 million yuan for 2023, a year-on-year increase of 0.48%, while the net profit attributable to shareholders decreased by 51.57% to 118 million yuan [4]. - The demand recovery is evident in the second half of 2023, with significant growth in high-end testing services, which saw an 8.31% increase in revenue, raising its share of main business revenue from 68.58% in 2022 to 75.96% in 2023 [4]. - The company has accelerated its capacity expansion during the industry downturn, completing over 1.2 billion yuan in capital expenditures in 2023, positioning itself for future growth opportunities [4]. Summary by Sections Financial Performance - Total revenue for 2023 was 737 million yuan, with a slight increase from 733 million yuan in 2022 [8]. - The net profit attributable to shareholders was 118 million yuan, down from 244 million yuan in 2022, reflecting a significant decline [8]. - The gross margin for 2023 was 39%, down from 48.6% in 2022, while the projected gross margins for 2024E and 2025E are 42.4% and 44.2%, respectively [13]. Revenue and Profit Forecast - Revenue projections for 2024E, 2025E, and 2026E are 947 million yuan, 1.138 billion yuan, and 1.343 billion yuan, respectively, indicating a growth trajectory [13]. - The forecasted net profit for 2024E, 2025E, and 2026E is 174 million yuan, 230 million yuan, and 277 million yuan, respectively, showing a recovery trend after the decline in 2023 [13]. Market Position and Strategy - The company has established a new wholly-owned subsidiary in Shenzhen to cater to the testing needs of the integrated circuit industry in the Pearl River Delta region [4]. - The company is focusing on high-end chip testing and has increased R&D expenses by 50.02% to enhance its competitive edge [4].

Financial Performance - In 2023, the company achieved a revenue of 73,652.48 million CNY, a year-on-year increase of 48% [2] - The net profit attributable to shareholders was 11,799.63 million CNY, a decrease of 51.57% compared to the previous year [2] - The net profit after deducting non-recurring items was 9,067.86 million CNY, down 55.06% year-on-year [2] - The total assets reached approximately 36 billion CNY, with net assets around 25 billion CNY by the end of 2023 [3] Capacity and Investment - The company invested significantly in fixed assets, with fixed assets (mainly testing equipment) reaching 19.64 billion CNY, a growth of about 50% from the end of 2022 [3] - R&D expenses accounted for 14.09% of revenue in 2023, up from 9.44% in 2022 [3] Market Trends and Product Categories - In 2023, wafer testing revenue accounted for 64.42% of testing income, while finished chip testing accounted for 35.58% [3] - The proportion of high-end chip testing in main operating revenue increased from 68.58% in 2022 to 75.96% in 2023 [3] - The company anticipates a gradual recovery in the industry, with demand expected to improve starting in Q2 2024 [4] Strategic Expansion - The company completed its IPO fundraising project ahead of schedule by 3-4 months, with production already starting in Wuxi [3] - New projects are being developed in Nanjing and Wuxi, with the Nanjing project expected to be operational by May 2024 [3] Pricing and Market Conditions - In 2023, the overall capacity utilization in the industry was low, leading to competitive pricing pressures, although some testing prices remained stable [4] - The company is experiencing pressure in finished chip testing due to competition from domestic packaging and testing factories [5] Future Outlook - The estimated share-based payment expense for 2024 is around 50 million CNY [6] - The company is focusing on high-performance chips and automotive electronics, with ongoing investments in R&D and testing capabilities [5]

1 2 请务必阅读报告末页的重要声明 本报告是机密的，仅供我们的客户使用，国联证券不因收件人收到本报告而视其为国联证券的客户。本报告中的信息均来源于我们认为可靠的已公开资料， 但国联证券对这些信息的准确性及完整性不作任何保证。本报告中的信息、意见等均仅供客户参考，不构成所述证券买卖的出价或征价邀请或要约。该等信 息、意见并未考虑到获取本报告人员的具体投资目的、财务状况以及特定需求，在任何时候均不构成对任何人的个人推荐。客户应当对本报告中的信息和意 见进行独立评估，并应同时考量各自的投资目的、财务状况和特定需求，必要时就法律、商业、财务、税收等方面咨询专家的意见。对依据或者使用本报告 所造成的一切后果，国联证券及/或其关联人员均不承担任何法律责任。 本报告所载的意见、评估及预测仅为本报告出具日的观点和判断。该等意见、评估及预测无需通知即可随时更改。过往的表现亦不应作为日后表现的预示和 担保。在不同时期，国联证券可能会发出与本报告所载意见、评估及预测不一致的研究报告。 国联证券的销售人员、交易人员以及其他专业人士可能会依据不同假设和标准、采用不同的分析方法而口头或书面发表与本报告意见及建议不一致的市场评 论和/或 ...

证 当前股价（元） 67.95 52 周价格范围（元） 43.31-157.56 司 —伟测科技（688372.SH）公司事件点评报告 2024 年 03 月 22 日 告 基本数据 2024-03-22 流通股本（百万股） 77 公 究 投资要点 ▌ 2023Q4 创营收历史新高，高端芯片测试表现突出 究 报 买入(维持) 事件 分析师：毛正 S1050521120001 maozheng@cfsc.com.cn 资料来源：Wind，华鑫证券研究 1、《伟测科技（688372）：2022 年 业绩预告超预期，优质客户资源+广 阔 增 量 空 间 + 行 业 集 中 度 提 升 》 2023-01-30 2、《伟测科技（688372）：国内第 三方集成电路测试龙头，受益行业 广阔增长空间及头部集中趋势》 2022-11-28 证券研究报告 ▌ 逆周期扩大测试产能，把握测试产业国产替代发 展机遇 ▌ 盈利预测 ▌ 风险提示 | --- | --- | --- | --- | --- | |----------------------|--------|-------------------------|---- ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected price increase of over 15% in the next 6-12 months [2]. Core Insights - The company achieved a revenue of 737 million RMB in 2023, a slight increase of 0.48% year-on-year, but the net profit attributable to shareholders decreased by 51.57% to 118 million RMB [2]. - The decline in net profit is attributed to several factors, including increased share-based payment expenses due to stock incentives, reduced capacity utilization in testing equipment, price reductions for certain testing services, and increased fixed costs from new projects [2]. - The company is recognized as a leading third-party testing firm in China, poised to benefit from the domestic shift in the semiconductor manufacturing supply chain and improving downstream demand [2]. - The company has made significant advancements in testing high-end chips, including 5nm-14nm process chips and automotive-grade chips, successfully achieving domestic substitution [2]. - Future projections estimate net profits for 2024-2026 to be 187 million, 262 million, and 356 million RMB, representing growth rates of 58.14%, 40.31%, and 35.90% respectively [2]. Summary by Sections Financial Performance - In Q4 2023, the company reported a revenue of 221 million RMB, a year-on-year increase of 16.32%, but net profit decreased by 63.26% [2]. - The revenue growth rate for 2024 is projected at 52.37%, followed by 19.02% in 2025 and 18.72% in 2026 [13]. - The diluted earnings per share (EPS) for 2024-2026 are forecasted to be 1.65, 2.31, and 3.14 RMB, with corresponding P/E ratios of 63, 45, and 33 times [2]. Research and Development - The company increased its R&D expense ratio from 9.4% to 14.1% as it invests in high-end chip testing technologies [2]. Market Position - The company is positioned to benefit from the recovery in the semiconductor market and the return of high-end chip testing demand as production shifts back to domestic sources [2].

Financial Performance - Revenue for 2023 was 736.52 million yuan, a slight increase of 0.48% compared to 2022[23] - Net profit attributable to shareholders in 2023 was 117.99 million yuan, a significant decrease of 51.57% compared to 2022[23] - Net profit attributable to shareholders after deducting non-recurring gains and losses in 2023 was 90.68 million yuan, a decrease of 55.06% compared to 2022[23] - Net cash flow from operating activities in 2023 was 462.55 million yuan, a decrease of 7.44% compared to 2022[23] - Total assets at the end of 2023 were 3.61 billion yuan, an increase of 6.57% compared to the end of 2022[23] - Shareholders' equity attributable to the parent company at the end of 2023 was 2.46 billion yuan, an increase of 3.31% compared to the end of 2022[23] - Revenue in 2023 reached 736.52 million yuan, a slight increase of 0.48% year-over-year[28] - Net profit attributable to shareholders in 2023 was 117.99 million yuan, a decrease of 51.57% year-over-year[28] - Total assets at the end of 2023 were 3.61 billion yuan, an increase of 6.57% year-over-year[28] - Net profit attributable to shareholders in Q4 2023 was 28.36 million yuan, compared to 18.87 million yuan in Q3 2023[31] - Operating cash flow in Q4 2023 was 152.01 million yuan, the highest among all quarters in 2023[31] - Non-recurring gains and losses in 2023 totaled 27.32 million yuan, a decrease from 41.84 million yuan in 2022[34] - The company's weighted average ROE decreased by 14.96 percentage points to 4.89% in 2023[25] - Basic earnings per share in 2023 were 1.04 yuan, a decrease of 61.62% compared to 2022[25] - The company's total equity at the end of 2023 was 2.46 billion yuan, an increase of 3.31% year-over-year[28] - Revenue for 2023 reached 736.52 million yuan, a year-on-year increase of 0.48%[40] - Net profit attributable to shareholders decreased by 51.57% to 117.9963 million yuan, but adjusted for share-based payment expenses, it was 152.6398 million yuan[40] - Revenue for 2023 reached 736.52 million yuan, a slight increase of 0.48% year-over-year, while net profit attributable to shareholders decreased by 51.57% to 117.99 million yuan[117] - Operating costs increased by 19.25% to 449.55 million yuan, driven by capacity expansion and higher fixed costs such as depreciation and energy expenses[119][122] - Gross margin for testing services decreased by 10.35 percentage points to 38.32%, with wafer testing gross margin dropping by 13.67 percentage points to 42.84%[124] - Domestic revenue grew by 4.00% to 652.15 million yuan, while overseas revenue declined sharply by 53.87% to 34.77 million yuan[124] - Production volume of wafer testing decreased by 6.33% to 999,500 units, and chip testing production dropped by 39.40% to 155.14 million units[126] - Investment activities resulted in a net cash outflow of 685.21 million yuan, primarily due to increased capital expenditures for fixed assets[120] - Total testing costs increased by 17.51% to 423.666 million yuan, with equipment depreciation and rental fees rising by 37.01% to 194.8879 million yuan[129] - Energy costs for testing increased by 29.31% to 42.0501 million yuan, while manufacturing costs decreased by 8.94% to 51.9622 million yuan[129] - Operating cash flow decreased by 7.44% to 462.549416 million yuan, mainly due to reduced tax refunds and government subsidies[142] - Monetary funds decreased by 61.12% to 251,954,753.86 yuan, mainly due to the investment of raised funds in projects[143] - Trading financial assets decreased by 81.94% to 110,172,735.31 yuan, due to reduced idle funds from the use of raised funds for projects[143] - Accounts receivable increased by 33.45% to 308,342,895.73 yuan, driven by quarter-over-quarter revenue growth, especially a record high in Q4[143] - Fixed assets increased by 50.35% to 1,964,062,141.57 yuan, primarily due to the purchase of testing equipment to expand testing capacity[143] - Construction in progress surged by 330.45% to 514,138,151.70 yuan, due to the purchase of testing equipment and new factory construction[143] - Total assets increased by 6.57% to 3,608,104,998.73 yuan[144] - Total liabilities increased by 14.29% to 1,149,437,279.95 yuan[144] - Total revenue for the year reached 699.72 million[178] Dividends and Shareholder Returns - The company plans to distribute a cash dividend of RMB 3.20 per 10 shares, totaling RMB 36,279,651.20, which represents 30.75% of the 2023 net profit attributable to shareholders[5] - A cash dividend of 8.50 yuan per 10 shares was distributed, totaling 74.1291 million yuan, representing 30.43% of adjusted net profit[46] Corporate Governance - The company has no special arrangements for corporate governance and no violations of decision-making procedures for external guarantees[7] - The company has no non-operational fund occupation by controlling shareholders or other related parties[7] - The company has no instances where more than half of the directors cannot guarantee the authenticity, accuracy, and completeness of the annual report[7] - The company's board of directors strictly adheres to the "Company Law," "Articles of Association," and "Board of Directors Rules of Procedure," ensuring compliance with legal and regulatory requirements[169] - The company has established four specialized committees under the board: Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Evaluation Committee, which operate in accordance with the "Articles of Association" and board authorization[169] - The company revised the "Board of Directors Rules of Procedure" to adapt to new circumstances post-listing[169] - The company completed the board's re-election and adjusted independent directors, who provided valuable independent opinions and suggestions during board meetings[169] - The company's supervisory board strictly follows the "Company Law," "Articles of Association," and "Supervisory Board Rules of Procedure," ensuring independent and effective oversight[170] - The company has established a transparent performance and evaluation system for senior management, with their compensation approved by the board's Compensation and Evaluation Committee[171] - The company maintains independence from its controlling shareholders and has established mechanisms to prevent misuse of company funds by controlling shareholders and their affiliates[172] - The company ensures fair and transparent related-party transactions by signing agreements with related parties and holding board and shareholder meetings to review these transactions[172] - The company has a robust "Information Disclosure Management System" to ensure timely, accurate, and fair disclosure of information, protecting the interests of all shareholders, especially minority shareholders[173] - The company reported no instances of regulatory penalties or public reprimands related to information disclosure during the reporting period[174] - The company held 7 board meetings in 2023, all of which were attended by directors either in person or via teleconference[190] - The company held 5 meetings of the Audit Committee during the reporting period, focusing on reviewing the 2022 annual report, financial statements, and profit distribution plans[195] - The company held 2 meetings of the Nomination Committee, mainly discussing the election of the second board of directors and senior management candidates[197] - The company held 2 meetings of the Remuneration and Assessment Committee, approving the 2023 salary plan for directors and senior management, and the restricted stock incentive plan[198] - The company held 3 meetings of the Strategy Committee, all of which approved the use of excess raised funds to provide loans to wholly-owned subsidiaries for investment projects[200] - The company adjusted the composition of the Audit Committee in March 2024, with Chairman and General Manager Lu Wensheng no longer serving as a member[194] R&D and Innovation - R&D expenses as a percentage of revenue increased from 9.44% in 2022 to 14.09% in 2023[29] - Total R&D investment in 2023 increased by 50.02% year-on-year to RMB 103.81 million, accounting for 14.09% of total revenue[83] - The increase in R&D investment was driven by equity incentives for R&D personnel, recruitment and training of new R&D staff, and investments in high-performance computing, automotive-grade, and industrial-grade chip testing technologies[85] - A key R&D project focused on developing testing solutions for automotive-grade 32-bit MCUs, high-performance CPUs, Wi-Fi 7 RF system chips, high-precision clock chips, and medical CIS sensor chips using 93K and J750 platforms[88] - Another R&D project successfully developed testing solutions for 5G millimeter-wave RF front-end chips, automotive-grade MCUs, and high-precision ADCs using Chroma platforms[88] - Developed and validated low-cost, high-coverage, high-parallelism, and high-stability RF wafer testing solutions, significantly reducing hardware requirements and improving stability in RF front-end wafer testing[89] - Completed the development of automotive electronic power driver wafer testing solutions, high-performance low-dropout linear regulator chip testing solutions, automotive-grade communication bus chip testing solutions, and high-precision threshold circuit protection chip testing solutions[89] - Achieved voltage testing accuracy of ±0.1mV, multiple times the precision of testing equipment, with high parameter testing consistency and good cost control in the third phase of analog platform testing solutions[89] - Integrated multiple information silos across business systems, building a stable, anti-source-change data layer with fine-grained historical data, enhancing data collection and analysis capabilities[90] - Developed an AI image analysis system for automatic image analysis and data processing in online operations, meeting the needs of automated production lines[90] - Customized aging solutions based on customer needs, including functional board development and aging board fixture development, with a focus on reliability verification for AI chips[90] - Established a low-temperature, high-humidity aging laboratory for automotive-grade chips, following a general failure analysis procedure including data collection, electrical testing, and non-destructive analysis[90] - The company has developed a fully automatic anti-reverse capping equipment with a project cost of 8.5 million RMB, achieving a domestic leading level in technology[91] - A smart management system for aging board storage with a project cost of 6 million RMB has been completed, featuring anti-static, temperature, and humidity control, and is widely used for storing sensitive electronic components[91] - The company has successfully developed an automatic data capture and analysis system for probe stations with a project cost of 11 million RMB, achieving domestic leading standards in automation[92] - The intelligent management system for finished chip testing is in the R&D phase with a project cost of 10 million RMB, aiming to automate spare parts management and installation processes[92] - The high-performance automotive-grade chip comprehensive testing technology project has been completed with a project cost of 1.8 million RMB, successfully converting one achievement related to high coverage and high parallelism[92] - The company successfully developed a high-coverage, high-parallelism automated testing method for automotive electronic bus protocols, which has been applied in production and received high customer recognition[93] - The company optimized the wafer-level large-capacity memory testing technology, reducing hardware requirements and achieving cost reduction and efficiency improvement, with a total investment of 600 million RMB[93] - The company developed a chip testing reliability verification platform, achieving real-time automated detection of complex data, with a total investment of 500 million RMB[93] - The company improved the testing efficiency of chip-level high-speed bus, successfully converting 1 result, with a total investment of 700 million RMB[93] - The company developed cost-effective testing technology for automotive ranging chips, addressing high and low-temperature testing challenges, with a total investment of 200 million RMB[94] - The company's total R&D investment reached 12.58 billion RMB, with actual investment of 10.38 billion RMB and expected investment of 10.84 billion RMB[94] - The company has 302 R&D personnel, accounting for 21.42% of the total workforce, with an average salary of 211,600 RMB[97] - The company's R&D team includes 7 master's degree holders, 173 bachelor's degree holders, and 106 associate degree holders, with 150 employees under 30 years old[97] - The company's core team has over 20 years of experience in the semiconductor industry, with expertise in testing technology and production automation[98] - The company's technical advantages include leading testing technology, strong test solution development capabilities, and high production automation[99] - The company's testing technology is at a leading level domestically, with parameters such as wafer size coverage, temperature range, maximum pin count, and maximum simultaneous testing number comparable to international giants[100] - The company has successfully developed testing solutions for advanced process chips (5nm-14nm), 5G RF chips, high-performance CPU chips, FPGA chips, and complex SoC chips, achieving domestic substitution in certain areas[100] - The company has over 200 clients, with a significant portion being integrated circuit design companies, and has shifted its focus to domestic testing service providers due to cost and risk control[101] - In 2023, the company expanded its testing capacity and increased R&D investment, purchasing high-end testing equipment such as Advantest V93000 and Teradyne UltraFlex Plus, solidifying its leading position in the domestic independent third-party testing industry[103] - The company achieved revenue of 736.5248 million yuan in 2023, a year-on-year increase of 0.48%, but net profit declined by 51.57% to 117.9963 million yuan due to the global semiconductor industry downturn[106] - The company faces risks of delayed technology updates and R&D failures, as the rapid iteration of integrated circuit products increases the difficulty of developing testing solutions[107] - There is a risk of talent shortages or loss in the R&D and technical fields, which could impact the company's testing solution development and technical capabilities[108] - The company requires significant capital investment to expand testing capacity and purchase equipment, with potential risks if financing channels or scale are limited[109] - The company's main business gross margin is at risk of decline due to factors such as reduced capacity utilization, increased equipment depreciation, rising labor costs, and shrinking market demand[112] - The integrated circuit testing industry is experiencing intensified competition, with risks of falling behind if the company cannot narrow the gap with leading integrated packaging and testing enterprises[114] Market and Industry Position - The company's stock is listed on the Shanghai Stock Exchange's STAR Market under the ticker symbol 688372[19] - The company's registered office is located at No. 38 Dongsheng Road, Pudong New Area, Shanghai[16] - The company's website is www.v-test.com.cn and the investor relations email is ir@v-test.com.cn[16] - The company's annual report is disclosed on the websites of Shanghai Securities News, China Securities Journal, Securities Times, and Securities Daily[18] - The company serves over 200 clients, including major players like ZTE, SMIC, and Bitmain[39] - The company focuses on high-computing power chips (CPU, GPU, AI, FPGA) and high-reliability chips (automotive, industrial)[39] - The company's revenue in 2022 was approximately 1.461 billion RMB, significantly lower than the combined revenue of 16 billion RMB from leading Taiwanese testing companies like KYEC, Sigurd, and ChipMOS[64] - The company has successfully developed testing solutions for advanced chips, including 5nm-14nm process chips, 5G RF chips, high-performance CPU chips, FPGA chips, and complex SoC chips, achieving domestic substitution[67] - The company's testing technology is leading domestically and comparable to international standards in parameters such as wafer size coverage, temperature range, maximum pin count, and maximum parallel testing capability[68] - The company has developed a production management system that integrates IT systems to enhance the informatization, automation, and intelligence of testing operations, improving accuracy and efficiency[68] - The company's sales model is direct, with a focus on the Yangtze River Delta region, extending south to the Pearl River Delta and north to Beijing and Jilin[57] - The company's procurement includes testing equipment, auxiliary materials, and other items, with a mix of imported and domestic equipment, such as domestic sorting machines and imported probe stations[59] - The company's R&D focuses on overcoming testing challenges for high-end chips, developing foundational testing technologies, and upgrading IT systems for automated and intelligent production[60] - The company operates in the independent third-party testing service industry, which is in its early stages in mainland China, with significant growth potential and market penetration opportunities[64] - The company's testing services are recognized for their neutrality and objectivity, as it solely focuses on testing without the influence of packaging business interests[65] - The company has established a professional sales team and leverages customer referrals as a key method for acquiring new clients[57] - The company has a core team with over 20 years of experience in the integrated circuit industry, having worked at global semiconductor giants like Motorola, ASE, and JCET, and participated in establishing the first wafer testing factory in mainland China[69] - The company is a leading independent third-party integrated circuit testing enterprise in China, with over 200 clients including prominent names like Unisoc, ZTE Microelectronics, and SMIC[70] - The company has a leading number of high-end testing equipment in mainland China, making it one of the primary suppliers of high-end chip testing services[70] - The company's clients span across chip design, manufacturing, packaging, and IDM sectors, with notable clients such as GigaDevice, Bitmain, and VeriSilicon[70] - The company focuses on the localization trend in the integrated circuit testing industry, increasing R&D investment and expanding high-end testing capacity[70] - The company has developed a comprehensive R&D system for test solution development, capable of handling complex SoC testing on platforms like Advantest V93000 and Teradyne J750[77] - The company's technical advantages include strong test solution development capabilities, leading test technology

公 司 年 报 点 评 伟测科技(688372.SH) 股价:67.95元 公司公布2023年年报，2023年公司实现营收7.37亿元，同比增长0.48%；归 属上市公司股东净利润1.18亿元，同比减少51.57%；实现归属上市公司股东 扣非净利润0.91亿元，同比减少55.06%。公司拟向全体股东每10股派发现金 红利3.20元（含税），不送红股，不进行资本公积金转增股本。 | --- | --- | --- | --- | --- | --- | --- | |---------------------|-------|-------|-------|-------|-------|-------| | | 2022A | 2023A | | 2024E | 2025E | 2026E | | 营业收入 ( 百万元 ) | 733 | 737 | | 933 | 1,155 | 1,394 | | YOY(%) | 48.6 | 0.5 | | 26.7 | 23.8 | 20.7 | | 净利润 ( 百万元 ) | 243 | 118 | | 162 | 229 | 288 | | YOY(%) | 8 ...

2024 年，公司将继续积极聚焦主营业务，提升科技创新能力，继续加大研 发投入力度，不断提升测试服务质量，夯实市场领先地位，全面提升公司的核心 竞争力、盈利能力以及行业内口碑，实现高质量发展，以优异的业绩回报投资者。 具体包括以下几个方面： （一）继续贯彻"以中高端晶圆及成品测试为核心，积极拓展工业级、车 规级及高算力产品测试"的发展策略，积极把握国产替代及下游战略新兴行业 的发展机遇，实现公司业绩快速增长 2024 年，公司将继续贯彻"以中高端晶圆及成品测试为核心，积极拓展工 业级、车规级及高算力产品测试"的发展策略，聚焦高算力芯片（CPU、GPU、 AI、FPGA）、先进架构及先进封装芯片（SoC、Chiplet、SiP）、高可靠性芯片（车 规级、工业级）的测试需求，重点服务于我国的人工智能、云计算、物联网、5G、 高端装备、新能源电动车、自动驾驶、高端消费电子等战略新兴行业的发展，积 极把握国产替代及上述战略新兴行业的发展机遇，实现公司业绩的快速增长，以 优异的业绩回报投资者。 上海伟测半导体科技股份有限公司 2024 年度"提质增效重回报"行动方案 上海伟测半导体科技股份有限公司（以下简称"公司"）认 ...

上海伟测半导体科技股份有限公司 对外担保制度 第一章 总则 第一条 为规范上海伟测半导体科技股份有限公司（以下简称"公司"）对 外担保行为，有效控制担保风险，保证公司资产安全，根据《中华人民共和国公 司法》和《上海伟测半导体科技股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，结合公司实际情况，制定本制度。 第二条 本制度所称对外担保是指公司为他人提供的担保，包括公司对控股 子公司的担保。 第三条 未经公司董事会或股东大会批准，不得对外提供担保。 第四条 本制度适用于公司、全资子公司。公司控股子公司的对外担保，比 照本制度规定执行；公司控股子公司应在其董事会或股东（大）会做出决议后及 时通知公司履行有关信息披露义务。 第二章 对外担保的审批权限 第五条 公司下列对外担保行为，应当在董事会审议通过后提交股东大会审 议： （一）单笔担保额超过公司最近一期经审计净资产 10%的担保； （二）公司及其控股子公司的对外担保总额，超过公司最近一期经审计净资 产 50%以后提供的任何担保； （三）为资产负债率超过 70%的担保对象提供的担保； （四）按照担保金额连续 12 个月累计计算原则，超过公司最近一期经审计 ...

林秀强，独立董事，男，中国国籍，无境外永久居留权，硕士学历，1999-2004 年任山东胜利股份有限公司区域经理；2005-2006 年任中化上海有限公司事业部 总经理助理；2006-2008 年任上海联纵智达管理咨询公司咨询总监；2008-2016 年任北大纵横管理咨询集团咨询中心总经理，现任北大纵横咨询集团转型发展研 究院院长、资深合伙人、中睦控股有限公司总经理；2021 年至今，任上海炽钻 企业管理咨询有限公司总经理；2020 年 7 月至今，任公司独立董事。 2、是否存在影响独立性的情况说明 上海伟测半导体科技股份有限公司 2023 年度独立董事述职报告（林秀强） 2023 年度，本人林秀强作为上海伟测半导体科技股份有限公司（以下简称 "公司"）独立董事，按照《中华人民共和国公司法》《中华人民共和国证券法》 等法律法规及《上市公司独立董事管理办法》《公司章程》等规定，本着对全体 股东负责的态度，忠实、勤勉地履行职责，积极发挥独立董事的作用，维护公司 和全体股东尤其是中小股东的合法权益。现将 2023 年度本人任职期间的履职情 况报告如下： 一、独立董事的基本情况 1、个人工作履历、专业背景以及兼职情况 ...