证券代码：688380 证券简称：中微半导 中微半导体（深圳）股份有限公司 2025 年第三次临时股东会会议资料 2025 年 10 月 31 日 | | | | 2025年第三次临时股东会会议须知 | 1 | | --- | --- | | 2025年第三次临时股东会会议议程 | 3 | | 议案一：关于使用剩余超募资金永久补充流动资金的议案 | 5 | | 议案二：关于续聘公司2025年度审计机构的议案 | 6 | 中微半导体（深圳）股份有限公司 2025 年第三次临时股东会会议须知 为了维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会议 的顺利进行，根据《中华人民共和国公司法》（以下简称"《公司法》"）《中华 人民共和国证券法》（以下简称"《证券法》"）《上市公司股东会规则》以及《中 微半导体（深圳）股份有限公司章程》（以下简称"《公司章程》"）《中微半导 体（深圳）股份有限公司股东会议事规则》等相关规定，特制定中微半导体（深圳） 股份有限公司（以下简称"公司"）2025 年第三次临时股东会会议须知： 一、为确认出席股东会的股东或其股东代理人或其他出席者的出席资格，会议 工作人员将对出席会 ...

Core Viewpoint - The recent "Bay Chip Expo" highlighted the rise of Shenzhen's semiconductor industry, with multiple companies actively pursuing financing and IPOs, indicating a robust growth trajectory in the sector [1]. Company Overview - Zhongwei Semiconductor, established in June 2001 and headquartered in Shenzhen, focuses on microcontroller (MCU) solutions and operates on a fabless model [4]. - The company has over 24 years of experience in chip design and manufacturing, with a significant portion of its shares held by a group of major stakeholders [4][5]. Financial Performance - In 2022, Zhongwei Semiconductor reported revenues of 637 million RMB, which increased to 714 million RMB in 2023, but projected a decline in net profit to a loss of 2.2 million RMB in the same year [7][9]. - The company's revenue from MCUs constituted 85.2% of total income in 2022, but this share is expected to decrease to 75.1% by mid-2025, while SoC revenue is projected to rise from 8.6% to 22.3% [9][11]. Market Position - Zhongwei Semiconductor holds a 1.2% market share in China's MCU market, ranking third in revenue and first in shipment volume among domestic competitors [14][20]. - The global MCU market is projected to grow from 140.3 billion RMB in 2024 to 210.8 billion RMB by 2029, with China's market expected to reach 56.8 billion RMB in 2024 [15][18]. Product Pricing and Cost Structure - The average price of MCUs has seen a significant decline, from 0.61 RMB per unit in 2022 to a projected 0.25 RMB by 2025, reflecting a 34.4% decrease in 2023 [11][12]. - The cost structure of MCUs is heavily influenced by wafer manufacturing, which typically accounts for over half of the total costs [13]. Research and Development - Zhongwei Semiconductor invests significantly in R&D, with expenditures amounting to approximately 1.24 billion RMB in 2022, representing 19.5% of total revenue [12][13]. - The company employs a substantial R&D team, comprising 49.1% of its total workforce, indicating a strong focus on innovation [12]. Industry Trends - The semiconductor industry is characterized by cyclical fluctuations, with periods of expansion and contraction affecting product demand and pricing [18]. - Emerging fields such as AI computing and robotics are expected to drive future growth in the MCU sector, despite the ongoing challenges posed by semiconductor cycles [21].

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 - The semiconductor sector is experiencing significant gains, with multiple companies showing strong stock performance and increased trading volumes. Group 1: Stock Performance - Wentai Technology reached a limit up, trading at 41.71 CNY per share, with a transaction volume exceeding 6.6 billion CNY [1] - Dawi Co. also hit the limit up, while Yuanjie Technology surged over 18%, and Zhongwei Semiconductor rose over 10% [2] - Other notable gainers include Canxin Technology, Juguang Technology, and Aolaide, with substantial increases in their stock prices [2] Group 2: Monthly Revenue and Price Changes - Yuanjie Technology's current price is 491.35 CNY, reflecting an increase of 18.69% [3] - Canxin Technology's stock price is 143.48 CNY, with a rise of 10.38% [3] - Zhongwei's stock is priced at 38.20 CNY, showing a 10.15% increase [3] - Dawi Co. is trading at 21.84 CNY, up by 10.03% [3] - Juguang Technology's stock price is 153.84 CNY, with a 7.95% increase [3] - Aolaide is priced at 25.77 CNY, reflecting a 7.64% rise [3]

Group 1 - The chip industry chain is experiencing a significant rise, particularly in the storage and advanced packaging sectors [1] - Wen Tai Technology has reached its daily limit up, while Dawei Co., Ltd. also hit the limit up [1] - Other companies such as Canxin Technology, Zhongwei Semiconductor, Yachuang Electronics, and Yunhan Chip City have all seen their stock prices increase by over 10% [1]

Core Viewpoint - The semiconductor sector experienced significant gains in the afternoon trading session on October 21, with several companies reaching their daily price limits [2] Group 1: Company Performance - Wentai Technology (闻泰科技) reached its daily price limit [2] - Daway Shares (大为股份) previously hit its price limit [2] - Baiwei Storage (佰维存储), Canxin Technology (灿芯股份), and Zhongwei Semiconductor (中微半导) all saw their stock prices increase by over 10% [2]

Group 1 - Core viewpoint: Zhongwei Semiconductor's stock rose by 6.17% to 36.82 CNY per share, with a trading volume of 191 million CNY and a turnover rate of 3.20%, resulting in a total market capitalization of 14.741 billion CNY [1] - Company overview: Zhongwei Semiconductor, established on June 22, 2001, and listed on August 5, 2022, specializes in the research, design, and sales of analog mixed-signal chips and analog chips [1] - Revenue composition: The company's main business revenue is derived from consumer electronics chips (40.58%), small appliance control chips (30.66%), large appliances and industrial control chips (25.25%), automotive electronics chips (3.44%), and others (0.07%) [1] Group 2 - Major shareholder: Huaxia Fund's Huaxia CSI 1000 ETF (159845) entered the top ten circulating shareholders, holding 659,000 shares, which is 0.45% of the circulating shares, with an estimated floating profit of approximately 1.4102 million CNY [2] - Fund performance: The Huaxia CSI 1000 ETF has a total scale of 38.227 billion CNY, with a year-to-date return of 22.8% (ranking 2080 out of 4218), a one-year return of 27.27% (ranking 1616 out of 3868), and an overall return since inception of 23.56% [2]

Group 1 - Core viewpoint: Zhongwei Semiconductor's stock increased by 5.01% to 35.66 CNY per share, with a total market capitalization of 14.277 billion CNY as of the report date [1] - Company overview: Zhongwei Semiconductor, established on June 22, 2001, specializes in the research, design, and sales of analog mixed-signal chips and analog chips, with its main revenue sources being consumer electronics chips (40.58%), small appliance control chips (30.66%), large appliances and industrial control chips (25.25%), automotive electronics chips (3.44%), and others (0.07%) [1] Group 2 - Major shareholders: Huaxia Fund's Huaxia CSI 1000 ETF (159845) entered the top ten circulating shareholders, holding 659,000 shares, which is 0.45% of the circulating shares, with an estimated floating profit of approximately 1.1202 million CNY [2] - Fund performance: Huaxia CSI 1000 ETF has a total asset size of 38.227 billion CNY, with a year-to-date return of 21.9% and a one-year return of 31.95%, ranking 2057 out of 4218 and 1561 out of 3865 in its category, respectively [2]

Core Viewpoint - The company plans to use the remaining over-raised funds of RMB 142.4006 million to permanently supplement its working capital, aligning with its operational needs and benefiting all shareholders [1] Group 1 - The company aims to enhance the efficiency of fund utilization and meet its working capital requirements [1] - The decision complies with relevant regulations, including the "Regulations on the Supervision of Fundraising by Listed Companies" and the "Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board" [1] - After this allocation, the balance of the company's over-raised funds account will be RMB 0, and the company will proceed to cancel the related special fundraising account as per regulations [1]

中信证券股份有限公司 关于中微半导体（深圳）股份有限公司 使用剩余超募资金永久补充流动资金的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为中微半 导体（深圳）股份有限公司（以下简称"公司"）首次公开发行股票并在科创板 上市的保荐人。根据《上海证券交易所科创板股票上市规则》等有关规定，对公 司使用剩余超募资金永久补充流动资金的事项进行了核查，核查情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会《关于同意中微半导体（深圳）股份有限公司 首次公开发行股票注册的批复》（证监许可〔2022〕910 号），同意公司首次公开 发行股票的注册申请。公司获准向社会公开发行人民币普通股 63,000,000 股，每 股发行价格为 30.86 元，募集资金总额为 194,418.00 万元，扣除承销及保荐费用、 发行登记费以及其他交易费用共计 12,767.91 万元（不含增值税金额），募集资金 净额为 181,650.09 万元，上述资金已全部到位。经天健会计师事务所（特殊普通 合伙）对公司本次公开发行新股的资金到位情况进行了审验，并于 2022 年 8 月 2 日出具了"天健验〔2022〕3 ...