| [205] 盈成 芸字第79月 | 北京盈科(成都)律师事务所 关于中微半导体（深圳）股份有限公司 2025年第二次临时股东会的 法律意见书 r ( 下载 >北京盈科(成都)律师事务所 V Beijing yingke law firm chengdu office 四川省成都市高新区交子大道 177 号中海国际中心 B 座 20-22 层 二〇二五年九月 C ARE MIT THE STERE LAW FIRM 法律意见书 北京盈科（成都）律师事务所 关于中微半导体(深圳)股份有限公司 2025年度第二次临时股东会的法律意见书 致:中微半导体(深圳)股份有限公司 北京盈科(成都)律师事务所（以下简称"本所"）是具有中华人民共和国法律 执业资格的律师事务所。本所接受中微半导体(深圳)股份有限公司(以下简称 "公司")的委托,就公司召开 2025 年第二次临时股东会(以下简称"本次股东会") 的有关事宜,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 下简称"《股东会规则》")等法律、法规、规章及其他规范性文件(以下简 ...

证券代码：688380 证券简称：中微半导 公告编号：2025-037 中微半导体（深圳）股份有限公司 2025 年第二次临时股东会决议公告 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 09 月 10 日 （二） 股东会召开的地点：深圳市前海深港合作区南山街道桂湾三路前海金融 中心 T1 栋 21 楼公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 169 | | --- | --- | | 普通股股东人数 | 169 | | 2、出席会议的股东所持有的表决权数量 | 283,107,673 | | 普通股股东所持有表决权数量 | 283,107,673 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 70.9795 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 70.9795 | 1、 公司在任董事5人，出席5人； 2、 董事会秘书吴新元出席会议；其他高管列席会议。 二、 议案审 ...

Core Viewpoint - The company has launched six new semiconductor equipment products, enhancing its capabilities in plasma etching, atomic layer deposition, and epitaxy, which will support its transformation into a high-end equipment platform company [2][5]. Group 1: New Product Overview - The company introduced two new etching devices focused on high aspect ratio etching and metal etching, providing advanced solutions for customers [2]. - The Primo UD-RIE? device features a dynamic edge impedance adjustment system and a multi-zone temperature control system, improving etching precision and production efficiency [3]. - The Primo Menova? 12-inch ICP etching device excels in metal etching, suitable for power semiconductors and advanced logic chips, with outstanding performance in etching uniformity and reduced contamination [3][4]. Group 2: Thin Film Deposition Equipment - The company launched four new thin film deposition products, including three atomic layer deposition products and one epitaxy product [4]. - The PreformaUniflash? metal gate series includes three products designed for advanced logic and storage devices, featuring a dual-reactor design for high vacuum system integration and leading production efficiency [4]. - The PRIMIO Epita? RP epitaxy device, with a unique dual-chamber design, offers high production efficiency while reducing costs and chemical consumption, suitable for various epitaxy process requirements [5]. Group 3: Impact on the Company - The introduction of these six new semiconductor equipment products is expected to meet increasing customer demands and expand the company's product portfolio, positively impacting future market expansion and performance growth in the semiconductor equipment sector [5].

Group 1: Huafeng Measurement and Control - The semiconductor industry is expected to continue its recovery trend from 2024 into 2025, with the company reporting a 41% year-on-year revenue growth and a 37.6% increase in net profit excluding non-recurring items for the first half of the year [1] - The company has seen significant improvement in operating cash flow, with stable shipments in power devices, power chips, and consumer electronics, while the Indian market has shown breakthroughs and the U.S. market has slowed due to the entity list impact [1] - Demand for data centers and silicon carbide, as well as gallium nitride power devices, is expected to increase in the second half of the year, with the STS8600 testing machine being validated among core customers [1] Group 2: Zhongwei Semiconductor - The company reported a revenue of 504 million yuan in the first half of the year, with consumer electronics accounting for 40%, small appliances 31%, industrial control 25%, and automotive 4% [1] - Product prices have reached a bottom and may rise in the future, with inventory reduced from 700 million yuan to over 300 million yuan and a gross margin of approximately 33% expected to improve [1] - The company is focusing on domestic substitution in white goods, with major wafer procurement from Huahong, purchasing 8,000 to 10,000 eight-inch wafers monthly [1] Group 3: Guangxun Technology - Domestic major information merchants have seen an increase in capital expenditure year-on-year, with expectations for continued growth in the domestic market next year [2] - The company launched silicon photonic modules in 2023, achieving a historical peak in shipment volume, with plans to adjust production capacity based on market demand [2] - The gross margin declined in the second quarter due to changes in product structure and increased competition, but is expected to recover in the second half of the year [2]

Group 1: Zhongwei Semiconductor - Zhongwei Semiconductor reported a revenue of 504 million yuan in the first half of the year, with consumer electronics accounting for 40%, small appliances 31%, industrial control 25%, and automotive applications 4% [1] - The company has seen a reduction in inventory from 700 million yuan to over 300 million yuan, with a turnover rate of 2-4 [1] - The gross margin is approximately 33%, with expectations for improvement; the company shipped 1.7 billion units in the first half, including 1.4 billion 8-bit chips and 130 million 32-bit chips [1] - The company aims to increase its 32-bit chip shipments to over 300 million units in the second half of the year and is focusing on domestic substitution in the white goods sector [1] Group 2: Tongyu Communication - Tongyu Communication is actively expanding into low-orbit broadband satellite internet, entering the supply chain of Yuanxin and promoting full-scenario coverage [2] - The revenue from microwave antennas reached 119 million yuan in the first half of 2025, representing an 84% year-on-year increase, with a gross margin of 33% [2] - Satellite communication revenue was 26 million yuan, up 2.59% year-on-year, while optical module revenue grew by 98% [2] - Overseas sales accounted for 49% of total revenue, primarily driven by 4G/5G construction needs in Belt and Road countries [2] - The company plans to maintain its market position in base station antennas and participate in the integrated construction of 5G and 6G over the next 3-5 years [2]

Group 1: Company Insights - Tangrenshen's cumulative pig sales reached 2.9452 million heads from January to July 2025, with an expected annual output of 5-5.5 million heads [1] - The "company + farmer" model accounted for 80.64% of the pig output in the first half of 2025, with the proportion of New Dan breed pigs increasing from 56% to 76% [1] - The company plans to enhance its meat business in the second half of 2025, focusing on high-end fresh meat brands and nationwide expansion [1] Group 2: Microelectronics Sector - Zhongwei Semiconductor reported a revenue of 504 million yuan in the first half of the year, with consumer electronics contributing 40% and small appliances 31% [2] - The company has reduced its inventory from 700 million yuan to over 300 million yuan, with a gross margin of approximately 33% [2] - Dongwei Semiconductor achieved a revenue of 616 million yuan in the first half of 2025, a year-on-year increase of 46.79%, with net profit rising by 62.80% [3] Group 3: Data Center and New Energy - Kehua Data's revenue for the first half of 2025 was 3.733 billion yuan, a slight increase of 0.06%, with net profit growing by 7.94% [4] - The data center business generated 1.398 billion yuan, reflecting a year-on-year growth of 16.77% [4] - The company is focusing on "technological innovation" and "computing power layout," launching a new computing power service model [4]

Core Viewpoint - The company is preparing for its H-share issuance and listing on the Hong Kong Stock Exchange, which involves revising its articles of association and internal governance systems to comply with relevant laws and regulations [6][10][12]. Group 1: Meeting Procedures - The company has established guidelines for the second extraordinary general meeting of shareholders in 2025 to ensure the orderly conduct of the meeting and protect shareholders' rights [1][2]. - Attendees must register and confirm their participation before the meeting starts, and latecomers will not be allowed to vote [2][3]. - The meeting will follow a predetermined agenda, and shareholders have the right to speak, inquire, and vote on the proposals presented [2][3][4]. Group 2: Proposals for Shareholder Approval - Proposal 1: The company plans to abolish the supervisory board and transfer its responsibilities to the audit committee of the board of directors, along with revising the articles of association accordingly [6][7]. - Proposal 2: The company aims to revise its internal governance systems to align with the latest legal requirements and improve operational mechanisms [7][8]. - Proposal 3: A draft of the articles of association applicable after the H-share issuance is to be presented for approval [8][9]. - Proposal 4: The company seeks to revise and establish internal governance systems effective after the H-share issuance [10][11]. - Proposal 5: The election of an independent non-executive director is proposed to enhance the board structure in line with the upcoming H-share listing [12]. - Proposal 6: The roles of the directors will be confirmed to comply with the H-share listing requirements [12]. - Proposal 7: The company intends to purchase liability insurance for directors and senior management, as well as for the prospectus, to meet regulatory standards [13][14].

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 年第二次临时股东会会议资料 2025 年 9 月 10 日 | | | | 2025年第二次临时股东会会议须知 1 | | | --- | --- | | 2025年第二次临时股东会会议议程 3 | | | 议案一：关于取消监事会并修订《公司章程》及相关议事规则的议案 5 | | | 议案二：关于修订公司内部治理制度的议案 6 | | | 议案三：关于制定于H股发行上市后生效的《公司章程（草案）》及相关议事规则 | | | 的议案 7 | | | 议案四：关于修订及制定于H股发行上市后生效的公司内部治理制度的议案 8 | | | 议案五：关于选举公司独立非执行董事的议案 | 10 | | 议案六：关于确定公司董事角色的议案 | 11 | | 议案七：关于投保董事、高级管理人员及招股说明书责任保险的议案 | 12 | 中微半导体（深圳）股份有限公司 六、股东及股东代理人要求发言或提问时，不得打断会议报告人的报告或其他 股东及股东代理人的发言，在股东会进行表决时，股东及股东代理人不再进行发言。 股东及股东代理人违反上述规定，会议 ...

Group 1 - The core viewpoint of the news highlights the recent performance and financial metrics of Zhongwei Semiconductor, including stock price movements and trading volumes [1] - On September 1, Zhongwei Semiconductor's stock rose by 6.32%, with a trading volume of 725 million yuan, and a net financing purchase of 403.08 million yuan [1] - As of September 1, the total margin balance for Zhongwei Semiconductor was 378 million yuan, with a financing balance of 377 million yuan, representing 6.38% of the circulating market value [1] Group 2 - As of June 30, the number of shareholders for Zhongwei Semiconductor was 22,600, a decrease of 0.66% from the previous period, while the average circulating shares per person increased by 0.66% to 6,540 shares [2] - For the first half of 2025, Zhongwei Semiconductor reported a revenue of 504 million yuan, a year-on-year increase of 17.56%, and a net profit attributable to shareholders of 86.47 million yuan, reflecting a growth of 100.99% [2] Group 3 - Since its A-share listing, Zhongwei Semiconductor has distributed a total of 380 million yuan in dividends [3] - As of June 30, 2025, among the top ten circulating shareholders, Southern Science and Technology Innovation Board 3-Year Open Mixed Fund was the fourth largest shareholder with 1.2589 million shares, marking a new entry [3] - Hong Kong Central Clearing Limited was the sixth largest shareholder with 1.1954 million shares, an increase of 379,700 shares from the previous period [3]

Core Viewpoint - The semiconductor industry is experiencing a recovery, leading to significant growth in the performance of Zhongwei Semiconductor (688380.SH), with notable increases in revenue and profit in the first half of 2025 [1][2]. Financial Performance - In the first half of 2025, Zhongwei Semiconductor achieved revenue of 504 million yuan, a year-on-year increase of 17.56% - The net profit reached 86.47 million yuan, showing a remarkable growth of 100.99% - The non-deductible net profit was 75.76 million yuan, up by 19.92% [1][2]. Inventory Management - As of June 30, 2025, the company's inventory stood at 314 million yuan, a decrease of 33.36% year-on-year - The inventory turnover days significantly dropped by 96.5 days to 184.6 days, and the inventory turnover rate increased by 0.34 times to 0.98 times [3]. R&D Investment - Zhongwei Semiconductor's R&D expenses for the first half of 2025 amounted to 52.97 million yuan, a decrease of 11.06%, with an R&D expense ratio of 10.51% - The number of R&D personnel was 211, accounting for 49.07% of the total workforce, with an average salary of 185,800 yuan [4]. - The company applied for 9 new invention patents and received approval for 5 during the same period, with a total of 74 applications and 41 authorized patents [4]. Market Strategy - The company has intensified its market expansion efforts, particularly in consumer electronics, automotive electronics, and emerging applications such as AI and robotics - The revenue from consumer electronics chips was 205 million yuan, accounting for 40.58% of total revenue, while revenue from small appliance control chips was 155 million yuan, making up 30.66% [2][4]. - Zhongwei Semiconductor has established deep collaborations with major clients in various sectors, including Haier, Midea, Xiaomi, and Gree in the home appliance sector, and with automakers like Geely and Changan in the automotive sector [5][6].