近日，中微半导体（深圳）股份有限公司（以下简称"公司"）收到公司实 际控制人、控股股东杨勇、周彦、周飞续签《一致行动人协议》的通知，具体情 况如下： 一、本次续签《一致行动人协议》的背景情况 杨勇、周彦、周飞均为公司股东。杨勇、周彦别为公司第一、第二大股东， 周飞为周彦的弟弟。2019年 12 月 25 日，上述三人签署了《一致行动人协议》， 约定各方对于须由公司股东大会审议的事项，周彦、周飞应遵照杨勇的表决意见 行使股东表决权，即周彦、周飞应无条件确保其表决意见与杨勇保持一致，并约 定该《一致行动人协议》有效期自签订之日起至公司首次公开发行股票并合格 上市届满三年之日止。 证券代码：688380 证券简称：中微半导 公告编号：2025-025 中微半导体（深圳）股份有限公司 关于实际控制人续签一致行动人协议的公告 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。 中微半导体（深圳）股份有限公司董事会 2025 年 8 月 2 日 2 截至本公告披露日，杨勇、周彦、周飞分别持有公司股份数量 126,000,000 股、91, ...

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 年第一次临时股东大会会议资料 2025 年 8 月 7 日 目 录 | 2025年第一次临时股东大会会议须知 1 | | | --- | --- | | 2025年第一次临时股东大会会议议程 3 | | | 议案一：关于公司发行H股股票并在香港联合交易所有限公司上市的议案 5 | | | 议案二：关于公司发行H股股票并在香港联合交易所有限公司上市方案的议案 ... 6 | | | 议案三：关于公司申请转为境外募集股份有限公司的议案 | 10 | | 议案四：关于公司发行H股募集资金使用计划的议案 11 | | | 议案五：关于公司发行H股股票并在香港联合交易所有限公司上市决议有效期的议 | | | 案 | 12 | | 议案六：关于提请股东大会授权董事会及其授权人士全权办理公司发行H股并上市 | | | 相关事项的议案 | 13 | | 议案七：关于公司发行H股股票前滚存利润分配方案的议案 | 19 | | 议案八：关于公司聘请H股发行及上市的审计机构的议案 | 20 | | 议案九：关于修订公司部分制度的议案 | 21 | ...

Core Viewpoint - The announcement details the upcoming release of 21,285,000 restricted shares of Zhongwei Semiconductor (Shenzhen) Co., Ltd., which will become tradable on August 5, 2025, after a 36-month lock-up period following the company's initial public offering [1][4]. Summary by Sections 1. Listing of Restricted Shares - The total number of restricted shares to be listed is 21,285,000, representing 5.32% of the company's total share capital [1][4]. - The shares were initially issued at a price of 30.86 RMB each during the IPO, which took place on August 5, 2022 [1]. 2. Changes in Share Capital - Since the formation of the restricted shares, there have been no changes in the company's share capital [2]. 3. Commitments Regarding Restricted Shares - Shareholders holding restricted shares have committed not to transfer or manage these shares for 36 months from the date of listing [3]. - Any reduction in holdings must comply with relevant laws and regulations, with a maximum of 1% of total shares allowed to be sold in any 90-day period through centralized bidding, and 2% through block trading [3]. - If shares are transferred through agreement, the commitments will continue for six months following the transfer [3]. 4. Verification by Sponsor Institution - The sponsor institution has confirmed that the shareholders have adhered to the lock-up commitments, and the details regarding the release of restricted shares comply with applicable laws and regulations [4]. 5. Details of Restricted Shares - The listing of restricted shares is scheduled for August 5, 2025, with a total of 21,285,000 shares to be released [4][6]. - The shareholders include various investment firms, and the lock-up period for certain shareholders has been extended by an additional six months [5].

证券代码：688380 证券简称：中微半导 公告编号：2025-024 本次股票上市流通总数为21,285,000股。 本次股票上市流通日期为2025 年 8 月 5 日。 中微半导体（深圳）股份有限公司 首次公开发行部分限售股上市流通公告 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。 重要内容提示： 本次股票上市类型为首发限售股份；股票认购方式为网下，上市股数为 21,285,000股。本公司确认，上市流通数量小于该限售期的全部限售股份数量。 一、本次上市流通的限售股类型 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，并于 2022 年 8 月 5 日在上海证券交易所科创板挂牌上市， 发行完成后总股本为 400,365,000 股，其中有限售条件流通股为 346,424,749 股， 占公司总股本的 8 ...

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 首次公开发行部分限售股上市流通的核查意见 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"、"中微半导"或"发行人"）首 次公开发行股票并在科创板上市的保荐人。根据《中华人民共和国公司法》《中 华人民共和国证券法》《上海证券交易所科创板股票上市规则》等有关规定，对 公司首次公开发行部分限售股上市流通的事项进行了核查，核查情况如下： 一、本次上市流通的限售股类型 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，并于 2022 年 8 月 5 日在上海证券交易所科创板挂牌上 市，发行完成后总股本为 400,365,000 股，其中有限售条件流通股为 346,424,749 股，占公司总股本的 86.53%；无限售条件流通股为 53,940,251 股，占公司总股 本的 13.47% ...

Market Performance - A-shares experienced a slight increase, with the Shanghai Composite Index up 0.01% to 3582.3 points, while the Shenzhen Component fell by 0.37%[1] - The Hong Kong Hang Seng Index closed up 1.62% at 25538.07 points, with the Hang Seng Tech Index rising 2.48% and the Hang Seng China Enterprises Index increasing by 1.82%[1] - The total trading volume in Hong Kong surged to 3330.666 million HKD[1] Trade and Tariff Developments - Trump indicated that the reciprocal tariff rates would range from 15% to 50%, with most EU products expected to have a tariff rate set at 15%[1][15] - The EU and the US are reportedly moving towards a trade agreement, with a proposed 15% tariff on most products[15] Corporate Earnings and Forecasts - Tesla reported a 12% decline in revenue to 22.5 billion USD, marking the largest quarterly drop in at least a decade, with adjusted earnings per share at 0.40 USD, slightly below analyst expectations[15] - Tesla's gross margin remains above average expectations, indicating resilience in profitability despite revenue challenges[15] International Relations - Xi Jinping is scheduled to meet with EU leaders in Beijing, with discussions expected to focus on climate cooperation, although no joint statement is planned[15] - The meeting highlights ongoing tensions and divisions between China and the EU, despite previous signs of thawing relations[15]

Group 1: Market Performance - The Hang Seng Index rose by 1.62% to 25,538.07 points, reaching a nearly four-year high on July 23 [1] - Major tech stocks, including Tencent, Alibaba, Baidu, JD.com, and Kuaishou, showed strong performance, with Tencent's stock price increasing by 4.94% to 552.00 HKD, regaining a market capitalization of over 500 billion HKD [1] Group 2: Company Developments - Guangdong Tianyu Semiconductor Co., Ltd. submitted a prospectus to the Hong Kong Stock Exchange for a second time after its previous application expired on December 23, 2024 [2] - Tianyu Semiconductor is a leading supplier in the silicon carbide epitaxial wafer sector in China, ranking first in revenue and sales in 2024 [2] - Dahon Technology (Shenzhen) Co., Ltd. also refiled its prospectus with the Hong Kong Stock Exchange after its previous application expired on January 20, 2025 [3] - Dahon holds the largest market share in the folding bicycle industry in China at 26.3% by retail volume and 36.5% by retail value in 2024 [3] - Zhongwei Semiconductor, listed on the Sci-Tech Innovation Board, announced plans to issue overseas listed foreign shares and apply for a listing on the Hong Kong Stock Exchange [4] - Zhongwei focuses on microcontroller unit design, with applications across various sectors, indicating a solid domestic market foundation [4]

分组1 - Watson Bio signed a strategic cooperation framework agreement with Yuxi State-owned Capital Operation Company to establish a long-term partnership in the vaccine and bioproducts industry [1] - The cooperation aims to promote innovation in vaccines and synthetic biological manufacturing through various methods such as establishing equity investment funds and strategic investments [1] - Watson Bio was founded in January 2001 and focuses on the research, production, and sales of human vaccines and biotechnological drugs [2] 分组2 - Yuan Dong Bio announced a preliminary transfer price of 42.06 yuan per share for its stock, attracting 12 institutional investors with a total subscription of 540,000 shares, resulting in a subscription multiple of 1.60 times [3] - Yuan Dong Bio was established in June 2009 and specializes in the research, production, and sales of chemical raw materials, high-end chemical drugs, and biological drugs [3] 分组3 - Weiming Environmental reported a total power generation of 2.262 billion kWh in the first half of the year, representing a year-on-year increase of 7.54% [4] - The company also achieved a total online power generation of 1.863 billion kWh, with an average online electricity price of 0.569 yuan per kWh [4] - Weiming Environmental was founded in December 2001 and focuses on low-carbon environmental technology, products, and services [5] 分组4 - Qidi Design won a bid for the Henan Airport Intelligent Computing Center project with a total bid amount of 860 million yuan [6] - The project includes construction, maintenance, and operation of a computing cluster, with a construction period of 150 calendar days [6] - Qidi Design was established in March 1988 and specializes in design consulting, construction engineering, and new energy projects [7] 分组5 - Tiantan Bio's subsidiary received approval for a production site change for its product "Recombinant Human Coagulation Factor VIII" used in treating hemophilia A [8] - The new production site is located in Chengdu, Sichuan Province [8] - Tiantan Bio was founded in June 1998 and focuses on blood products using human plasma and recombinant technology [9] 分组6 - East China Pharmaceutical's HDM1002 tablet clinical trial application was approved by the FDA, aimed at weight management for overweight or obese individuals [10] - The company also received approval for a new drug abbreviated application for injectable cabozantinib, enhancing its product pipeline in the anti-infection field [10] - East China Pharmaceutical was established in March 1993 and specializes in drug research, production, and sales [10] 分组7 - Jinlong Co. plans to acquire a 29.32% stake in Shenzhen Benmao Technology Co., Ltd. [11] - Jinlong Co. was founded in April 1997 and focuses on securities company operations [11] 分组8 - Hasi Lian's injectable diltiazem hydrochloride passed the consistency evaluation by the National Medical Products Administration [12] - The drug is primarily used for treating cardiovascular diseases [12] - Hasi Lian was established in June 1996 and specializes in the research, production, and sales of chemical drug formulations [13] 分组9 - Matrix Co. reported new signed orders of 272 million yuan in the second quarter, with a total of 677 million yuan in signed but uncompleted orders [14] - Matrix Co. was founded in March 2010 and focuses on space design and soft decoration [15] 分组10 - Nanshan Aluminum plans to use up to 1 billion yuan of idle funds for low-risk financial investments [16] - Nanshan Aluminum was established in March 1993 and specializes in the development, production, processing, and sales of aluminum and aluminum alloy products [17] 分组11 - Danhua Technology received a warning letter for failing to timely disclose related party transactions [18][19] - Danhua Technology was founded in February 1994 and focuses on the production and sales of coal chemical products [20] 分组12 - Jinkong Coal Industry announced a cash dividend of 0.755 yuan per share based on a total share capital of 1.674 billion shares [21] - Jinkong Coal Industry was established in July 2001 and specializes in coal production and sales [21] 分组13 - Blue Sky Gas announced that shareholders and the secretary of the board plan to reduce their holdings by a total of 2.61 million shares [22] - Blue Sky Gas was founded in December 2002 and focuses on pipeline natural gas and urban gas services [23] 分组14 - Huagong Technology received approval for the issuance of 2 billion yuan in short-term financing bonds and medium-term notes [24] - Huagong Technology was established in July 1999 and specializes in intelligent manufacturing equipment and related technologies [25] 分组15 - Chengjian Development completed the issuance of 500 million yuan in medium-term notes with a coupon rate of 2.05% [26] - Chengjian Development was founded in December 1998 and focuses on real estate development and investment [27] 分组16 - Feilong Co. reported a net profit of 210 million yuan in the first half of the year, a year-on-year increase of 14.49% [28] - The company achieved a total revenue of 2.162 billion yuan, a year-on-year decrease of 8.67% [28] - Feilong Co. was established in January 2011 and specializes in manufacturing thermal management components for automotive and civil applications [29] 分组17 - Guanghe Technology plans to invest 30 million yuan to establish a new venture capital fund focusing on emerging industries [30] - Guanghe Technology was founded in June 2002 and specializes in the research, production, and sales of multi-layer printed circuit boards [31] 分组18 - Dongnan Network won a bid for the EPC project of Qianjiang Century City Intelligent Comprehensive Science and Technology Park with a total bid amount of 1.183 billion yuan [32] - The project has a total construction area of 273,600 square meters and a planned total investment of 3.956 billion yuan [32] - Dongnan Network was established in December 2001 and focuses on steel structures and new energy [33] 分组19 - Guangdian Measurement plans to raise no more than 1.3 billion yuan through a private placement [34] - The funds will be used for various projects including testing platforms and upgrading laboratories [34] - Guangdian Measurement was founded in May 2002 and specializes in measurement services and technical services [35] 分组20 - Wanma Co. plans to invest in a project to produce 350,000 tons of environmentally friendly polymer materials [36] - The total investment for the project is approximately 1.245 billion yuan, with a construction period from 2025 to 2030 [36] - Wanma Co. was established in December 1996 and focuses on the research, production, and sales of wires, cables, and charging equipment [37] 分组21 - Dingxin Communications plans to sell its subsidiary Haina Smart for 240 million yuan [38] - Dingxin Communications was founded in March 2008 and specializes in low-voltage power line carrier communication products [39] 分组22 - Jiayun Technology plans to transfer its wholly-owned subsidiary Jinyuan Interactive for 10 million yuan [40] - Jiayun Technology was established in May 2002 and focuses on internet marketing services [41] 分组23 - Guangsheng Nonferrous plans to publicly transfer a 3% stake in Guangdong Pearl River Rare Earth Co., Ltd. [42] - The transfer price is not less than 5.9764 million yuan, aimed at clearing unrelated assets [42] - Guangsheng Nonferrous was founded in June 1993 and specializes in rare earth mining and processing [43] 分组24 - Zhongwei Semiconductor plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange [44] - Zhongwei Semiconductor was established in June 2001 and focuses on the research, design, and sales of digital and analog chips [45] 分组25 - Zhongrong Co. announced that its chairman and general manager has been released from custody and is resuming normal duties [46] - Zhongrong Co. was founded in April 1990 and specializes in the research, design, production, and sales of paper packaging products [47] 分组26 - Jiangling Motors reported a net profit of 733 million yuan in the first half of the year, a year-on-year decrease of 18.17% [48] - The company achieved total revenue of 18.092 billion yuan, a year-on-year increase of 0.96% [48] - Jiangling Motors was established in January 1997 and focuses on the production and sales of commercial vehicles and related parts [49] 分组27 - Glodon plans to reduce its holdings by up to 2.08% of the company's shares [50] - Glodon was founded in August 1998 and specializes in digital construction platform services [51] 分组28 - Olin Bio's controlling shareholder plans to reduce its holdings by up to 3% of the company's shares [52] - Olin Bio was established in December 2009 and focuses on the research, production, and sales of human vaccines [53] 分组29 - Tianrun Industrial plans to acquire 100% of Shandong Altai's shares for 135 million yuan [54] - The acquisition aims to enhance the company's capabilities in lightweight automotive components [54] - Tianrun Industrial was founded in December 1995 and specializes in the production of crankshafts and connecting rods [55] 分组30 - Goer Technology plans to acquire Mega Precision Technology and Channel Well Industrial for approximately 10.4 billion HKD [56] - The acquisition aims to enhance Goer Technology's capabilities in precision components and smart hardware [56] - Goer Technology was established in June 2001 and focuses on precision components and intelligent acoustic products [57]

Core Viewpoint - The company, Zhongwei Semiconductor (688380.SH), plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance its global strategy, diversify financing channels, and improve its core competitiveness [1]. Group 1: H-Share Issuance - The company aims to issue H-shares to deepen its global strategy and enhance its international brand image [1]. - The issuance is subject to approval from the shareholders' meeting and relevant regulatory bodies, including the China Securities Regulatory Commission and the Hong Kong Stock Exchange [1][2]. - The company is currently in discussions with intermediaries regarding the H-share issuance and listing [1]. Group 2: Financial Performance - Zhongwei Semiconductor was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on August 5, 2022, with an issuance of 63 million shares at a price of 30.86 yuan per share [2]. - The company raised a total of 194.42 million yuan, with a net amount of 181.65 million yuan after deducting issuance costs [3]. - The net fundraising exceeded the initial plan by 108.77 million yuan, which was intended for various R&D projects and working capital [3]. Group 3: Historical Financial Data - The company's revenue from 2019 to 2024 was 245 million yuan, 378 million yuan, 1.11 billion yuan, 637 million yuan, 714 million yuan, and 912 million yuan, respectively [5]. - The net profit attributable to shareholders during the same period was 25 million yuan, 94 million yuan, 785 million yuan, 59 million yuan, -22 million yuan, and 137 million yuan [5]. - The company reached its peak performance in 2021, with significant fluctuations in revenue and profit in subsequent years [5].

Group 1 - Company plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance global strategy and brand image [2] - The company reported a revenue of 912 million yuan in 2024, a year-on-year increase of 27.76%, and a net profit of 137 million yuan, marking a turnaround from losses [3] - The company achieved a revenue of 206 million yuan in Q1 2025, a year-on-year growth of 0.52%, with a net profit of 34.42 million yuan, up 19.40% [3] Group 2 - The total shipment volume exceeded 2.4 billion units in 2024, a year-on-year increase of approximately 30%, with 1.91 billion units of 8-bit MCUs and 210 million units of 32-bit MCUs [3] - The company is recognized for its competitive pricing and is referred to as the "king of cost performance" in the market [3] - The company is focusing on automotive-grade control chips to move up the value chain, with increasing demand from major automotive manufacturers [3] Group 3 - The domestic MCU market has over 400 manufacturers, leading to intense competition in the low-end market, which has resulted in low profit margins [4] - The company's strategy to maintain a presence in the low-end market while gradually entering the mid-to-high-end market reflects industry consensus [4] - The company's gross margin reached 34.46% in Q1 2025, an increase of 7.71 percentage points year-on-year, driven by high-end products [4] Group 4 - The significant increase in gross margin is attributed to lower wafer prices and the introduction of new products with cost advantages [5] - The company aims to maintain a gross margin that supports rapid revenue growth [5]