| 股证券代码：688385 | A | 证券简称：复旦微电 | 公告编号：2025-016 | | --- | --- | --- | --- | | 港股证券代码：01385 | | 证券简称：上海复旦 | | 上海复旦微电子集团股份有限公司 关于召开2024年度股东周年大会的通知 本公司董事会及全体董事保证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： 一、 召开会议的基本情况 （一） 股东大会类型和届次 2024年度股东周年大会 召开日期时间：2025 年 6 月 5 日 10 点 00 分 召开地点：上海国泰路 127 号复旦国家大学科技园 4 号楼会议室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 6 月 5 日 至2025 年 6 月 5 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 股东大会召开日期：2025年6月5日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 （二） 股东大会召集 ...

| A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2025-015 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 上海复旦微电子集团股份有限公司 关于第九届监事会第十八次会议决议公告 本公司监事会及全体监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、准确性和完整性承担法律责任。 上海复旦微电子集团股份有限公司(以下简称"公司") 第九届监事会第十 八次会议于 2025 年 4 月 14 日发出会议通知，于 2025 年 4 月 28 日以现场加通讯 形式召开。目前监事会共有 3 名监事，实到监事 3 名，会议由监事会主席张艳丰 女士主持。会议的召集召开符合《公司法》和《公司章程》的有关规定，合法有 效。 会议审议并通过了如下事项： 一、审议通过了《关于 2025 年第一季度报告议案》 监事会认为：公司 2025 年第一季度报告的编制和审议程序符合法律、法规 和《公司章程》的各项规定；内容与格式符合中国证监会和上海证券交易所的各 项规定，所包含的信息真实地反映出公司报告期内的经营情况和财务状况等 ...

| A 股证券代码：688385 | 证券简称：复旦微电 | 公告编号：2025-014 | | --- | --- | --- | | 港股证券代码：01385 | 证券简称：上海复旦 | | 上海复旦微电子集团股份有限公司 关于第九届董事会第二十二次会议决议公告 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、准确性和完整性承担法律责任。 上海复旦微电子集团股份有限公司(以下简称"公司"、"复旦微电")第九 届董事会第二十二次会议于 2025 年 4 月 28 日以现场加通讯表决的形式召开，会 议通知于 2025 年 4 月 14 日以电子邮件方式发出。目前董事会共有 12 名董事， 实到董事 12 名，会议由董事长蒋国兴主持。会议的召集召开符合《公司法》和 《公司章程》的有关规定，合法有效。 会议审议并通过了如下事项： 经出席会议的董事审慎考虑及讨论，议决更改为处理 2024 年度股东周年大 会关系之 H 股「暂停办理股份过户登记」期间，自 2025 年 5 月 30 日起至 2025 年 6 月 5 日止(包括首尾两天)暂停办理 H 股股份过户登记 ...

Financial Performance - In Q1 2025, the company reported revenue of approximately CNY 88.79 million, a decrease of 0.54% compared to the same period last year[3]. - Net profit attributable to shareholders was approximately CNY 13.62 million, down 15.55% year-on-year, while the net profit excluding non-recurring gains and losses was approximately CNY 13.30 million, a decrease of 14.21%[4]. - The company achieved a 67.28% increase in net profit compared to Q4 2024, despite the year-on-year decline[4]. - Total operating revenue for Q1 2025 was ¥887,947,169.25, a slight decrease of 0.9% compared to ¥892,743,914.70 in Q1 2024[19]. - Net profit for Q1 2025 was ¥128,718,576.65, a decrease of 18.7% from ¥158,345,185.16 in Q1 2024[20]. - The company reported a total comprehensive income of ¥128,544,124.29 for Q1 2025, down from ¥158,376,563.30 in Q1 2024[21]. Cash Flow and Liquidity - The company's cash flow from operating activities was negative at CNY -2.66 million, compared to a positive CNY 1.06 million in the same period last year[3]. - The net cash flow from operating activities was -$26,589,691.20, a decrease from $10,580,615.27 in the previous period, indicating a decline in operational performance[24]. - Cash outflow for operating activities totaled $829,724,854.56, up from $765,413,481.69, reflecting higher operational costs[24]. - The ending balance of cash and cash equivalents was $940,707,884.85, a decrease from $740,560,120.10, indicating a decline in liquidity[25]. Investment and R&D - R&D investment totaled CNY 26.71 million, a decrease of 7.31% from the previous year, representing 30.09% of revenue, down 2.19 percentage points[4]. - Research and development expenses for Q1 2025 were ¥247,894,406.78, slightly up from ¥245,299,852.18 in Q1 2024[20]. - Total cash inflow from investment activities was $301,380,681.28, compared to $161,100,016.13 in the prior period, showing an increase in investment returns[24]. - The net cash flow from investment activities was -$60,013,848.02, an improvement from -$236,550,874.02 previously, reflecting better investment management[24]. Assets and Liabilities - Total assets at the end of the reporting period were CNY 921.82 million, an increase of 1.96% from the end of the previous year[4]. - Current assets totaled CNY 6,663,577,154.75, compared to CNY 6,480,978,592.52 at the end of 2024, reflecting a growth of approximately 2.82%[15]. - Total liabilities as of the latest reporting period were ¥2,539,354,652.04, up from ¥2,496,991,876.30[17]. - Total current liabilities were CNY 2,262,885,521.83, slightly up from CNY 2,224,391,190.13, marking an increase of approximately 1.73%[16]. Shareholder Information - The company had 23,460 A-share shareholders and 12 H-share shareholders as of the report date[12]. - The top ten shareholders held a combined 84.88% of the total shares, with the largest shareholder owning 34.60%[12]. Other Financial Metrics - The gross profit margin for the product lines increased from 56.65% to 58.14% year-on-year, with a gross profit amounting to CNY 10.49 million higher than the previous year[5]. - The revenue from the non-volatile memory segment decreased by 18.82% to approximately CNY 23.70 million, impacting overall revenue performance[5]. - The company experienced an increase in credit impairment losses by CNY 40.23 million due to changes in accounts receivable and inventory aging[5]. - Earnings per share for Q1 2025 was ¥0.17, compared to ¥0.20 in Q1 2024[21]. - Deferred income was reported at ¥19,554,004.32, compared to ¥20,516,501.67 in the previous period[17].

Financial Performance - The company achieved a revenue of RMB 3.59 billion for the year 2024, representing a slight year-on-year increase[7]. - Net profit attributable to shareholders decreased by 20.42% to RMB 573 million[7]. - The comprehensive gross margin for the year was 55.95%[7]. - The gross margin decreased to 55.95% due to price declines in certain product lines and adjustments in product structure[13]. - Net profit attributable to shareholders was approximately RMB 573 million, a year-on-year decrease of 20.42%[13]. - The company achieved operating revenue of approximately RMB 35.90 billion, a slight increase of 1.53% year-on-year[35]. - Net profit attributable to shareholders decreased by 20.42% to approximately RMB 5.73 billion, while net profit excluding non-recurring gains and losses was about RMB 4.64 billion, down 18.92% year-on-year[37]. - The overall gross profit margin decreased by 5.26 percentage points, resulting in a gross profit decline of approximately RMB 155.97 million[38]. Research and Development - Research and development expenditure for the year was approximately RMB 1.142 billion, focusing on domestic substitution and cutting-edge technology breakthroughs[8]. - The company invested approximately RMB 1.142 billion in R&D during the reporting period, a decrease of 4.03% year-on-year[21]. - The R&D team consisted of 1,130 personnel by the end of the year, remaining stable[21]. - The company has developed over 1,000 high-end chip testing solutions, achieving breakthroughs in high-speed wafer KGD testing and ultra-high-density wafer testing[20]. - The company is actively advancing the development and market promotion of next-generation FPGA and intelligent reconfigurable SoC products based on 1xnm FinFET technology[18]. - The company aims to enhance its competitive advantages in technology, service, quality, and brand by expanding production capacity and product application areas by 2025[68]. - The group will continue to invest in R&D to strengthen its technological capabilities and explore new technologies and methods[69]. Market Strategy and Operations - The company plans to distribute a cash dividend of RMB 0.8 per 10 shares, totaling RMB 65,714,184, pending shareholder approval[10]. - The company aims to accelerate the development and certification of automotive-grade chips to capture opportunities in smart driving and IoT applications[10]. - The company will continue to enhance cooperation with upstream and downstream partners to expand domestic and international markets[10]. - The company plans to continue expanding its product lines and markets while adjusting sales prices to maintain or increase market share[38]. - The company is focused on expanding its market presence and enhancing its product offerings through strategic investments and partnerships[93][94][95][97][98]. - The company is committed to optimizing market strategies to improve product market share and customer loyalty[70]. Financial Position and Assets - Total assets reached approximately RMB 90.41 billion, reflecting a year-on-year growth of 7.49%, and net assets attributable to shareholders increased by 11.15% to about RMB 58.94 billion[37]. - Total assets increased to RMB 905,000.00 million in 2024, with a debt-to-equity ratio of 27.62%, down from 29.12% in 2023[56]. - Accounts receivable rose by 60.69% to RMB 149,380.56 million due to longer settlement cycles with high-reliability product customers[47]. - Fixed assets increased by 40.54% to RMB 156,767.36 million, driven by equipment purchases for expanded operations and completed factory constructions[47]. - Short-term borrowings increased by 19.91% to RMB 107,187.20 million to meet operational funding needs[50]. - Inventory at the end of the reporting period was valued at RMB 313,445.69 million, accounting for 48.36% of total current assets, with a provision for inventory impairment of RMB 43,222.38 million[62]. Governance and Management - The company is committed to enhancing its governance structure, with independent directors actively participating in audit and strategic committees[102][103]. - The board includes members with diverse backgrounds, including academia, finance, and engineering, which supports the company's strategic initiatives[99][100][102]. - The company emphasizes the importance of environmental, social, and governance (ESG) factors in its strategic planning and operations[100]. - The company has maintained a board composition that meets the requirement of at least one-third independent non-executive directors[121]. - The company has provided appropriate liability insurance for all directors to protect against losses from legal proceedings[124]. - The company has established a candidate list for potential new directors, considering both internal and external candidates[132]. Risks and Challenges - The company faced risks related to new product development and technology iteration, which could impact market share if not managed effectively[58]. - The group faces risks from changes in government subsidies and tax incentives, which could impact profitability if national policies change[64]. - The group is exposed to macroeconomic risks due to increasing uncertainties in international trade and potential trade protectionism affecting the semiconductor industry[67]. - The company has outlined its major risks and uncertainties in the management discussion and analysis section of the report[183]. Shareholder Engagement - The company encourages shareholder participation in meetings and allows shareholders holding 10% or more of shares to request special meetings[164]. - The company has maintained multiple communication channels with shareholders, including timely announcements of financial reports and significant updates[168]. - The board has the discretion to decide on the payment of dividends based on various considerations, including capital needs and overall financial status[169].

Group 1 - The core concept of Alipay's "Tap to Pay" has expanded to over 400 cities and more than 5,000 brands, with user numbers exceeding 100 million since its launch 321 days ago [1] - "Tap to Pay" has developed a complete ecosystem, integrating various services such as payment, dining, hotel check-in, ticket verification, and access control, with over 300 specific application scenarios [1][2] - The terminal for "Tap to Pay" features advanced technology, including a 6.5-inch HD display, miniaturized scanning head, and NFC capabilities, showcasing its versatility and user-friendly design [1] Group 2 - A complete ecosystem involving software development, hardware manufacturing, and collaboration with companies like Fudan Microelectronics and LaCaiLa has been established to support "Tap to Pay" [2] - Fudan Microelectronics is developing a dedicated chip for "Tap to Pay," which is expected to be mass-produced in the second half of the year, enhancing the speed and success rate of interactions [2] - The chip is designed to operate in extreme temperatures and has already secured significant orders from Alipay, indicating strong market demand [2] Group 3 - Companies like Qinnin Technology are demonstrating practical applications of "Tap to Pay," such as opening community gates and managing public facilities, which enhance community management efficiency [3] - The integration of "Tap to Pay" with cloud data allows for seamless access and rapid response times, moving away from traditional physical keys and complex app operations [3] - Initial implementations of "Tap to Pay" in smart communities are taking place in major cities like Beijing, Guangzhou, and Shenzhen, indicating a strategic focus on urban areas [3]

A股证券代码：688385 证券简称：复旦微电 公告编号：2025-013 港股证券代码：01385 证券简称：上海复旦 上海复旦微电子集团股份有限公司 关于持股5%以上股东权益变动触及1%暨以所持股份 参与换购证券投资基金份额计划实施完毕公告 上述换购主体无一致行动人。 二、换购计划的实施结果 本公司董事会、全体董事及相关股东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： ● 本次换购计划实施前，上海复旦复控科技产业控股有限公司（以下简称"复旦复控"）持有上海复旦微 电子集团股份有限公司（以下简称"公司"、"复旦微电"）A股股票109,620,000股，占公司总股本的 13.35%。上述股份来源为IPO之前取得的股份，均为无限售条件流通股。 ● 参与换购证券投资基金份额计划的主要内容：2025年4月2日《关于持股5%以上股东拟以股份参与换 购证券投资基金份额计划公告》，为支持ETF市场发展以及上海国资国企改革，复旦复控拟于2025年4 月2日起15个交易日后的3个月内将持有的本公司部分股份参与换购上证综指交易型开放式指数证券投 ...

| 股证券代码：688385 证券简称：复旦微电 公告编号：2025-013 A | | --- | | 证券简称：上海复旦 港股证券代码：01385 | 上海复旦微电子集团股份有限公司 关于持股 5%以上股东权益变动触及 1%暨以所持股份 参与换购证券投资基金份额计划实施完毕公告 本次换购计划实施前，上海复旦复控科技产业控股有限公司（以下简 称"复旦复控"）持有上海复旦微电子集团股份有限公司（以下简称"公 司"、"复旦微电"）A 股股票 109,620,000 股，占公司总股本的 13.35%。 上述股份来源为 IPO 之前取得的股份，均为无限售条件流通股。 参与换购证券投资基金份额计划的主要内容：2025 年 4 月 2 日《关于 持股 5%以上股东拟以股份参与换购证券投资基金份额计划公告》，为支 持 ETF 市场发展以及上海国资国企改革，复旦复控拟于 2025 年 4 月 2 日起 15 个交易日后的 3 个月内将持有的本公司部分股份参与换购上证 综指交易型开放式指数证券投资基金份额/中证 500 交易型开放式指数 证券投资基金份额/中证上海国企交易型开放式指数证券投资基金份 额。复旦复控拟参与换购的股 ...

Core Insights - Alipay's "Tap to Pay" feature has rapidly gained acceptance, reaching over 100 million users within 321 days, significantly faster than previous payment innovations like QR code payments and facial recognition [6][7][10] - The feature has expanded beyond payments to include over 300 different scenarios such as ordering food, opening doors, and ticket verification, integrating seamlessly into daily life [8][12] User Adoption - The user base for "Tap to Pay" has diversified, with a notable increase in older adults and foreign visitors embracing the technology due to its simplicity and convenience [4][5] - The initial user demographic was predominantly young, but now they represent only half of the total users, indicating broader acceptance across age groups [4][6] Business Model and Merchant Benefits - Alipay has developed a new business model that connects brands directly with consumers through "Tap to Pay" devices, reducing the time and complexity of marketing campaigns [10][11] - This model not only enhances payment convenience but also provides merchants with new revenue opportunities and improved operational efficiency [11][14] Technological Innovation - The success of "Tap to Pay" is supported by domestic manufacturing, with a new NFC chip developed in collaboration with Fudan Microelectronics set to be mass-produced in the second half of the year [12][14] - The ecosystem surrounding "Tap to Pay" includes software development, hardware manufacturing, and partnerships with service providers and brand merchants, creating a comprehensive operational framework [13] Future Plans and Initiatives - Alipay plans to accelerate technological and product innovations, expanding the application of "Tap to Pay" across various scenarios while investing heavily in marketing and user engagement [14] - The company has launched a "100 Billion Merchant Support Plan" to assist small businesses in upgrading their payment systems and stimulate local economic activity through consumer incentives [14]

Group 1 - The core idea of the news is the rapid adoption and expansion of Alipay's "Tap to Pay" feature, which has reached over 100 million users in less than a year, with a significant portion being young people under 30 [1] - "Tap to Pay" has been integrated into over 400 cities and more than 10 million merchants, extending its application from payment to various scenarios such as dining, door access, cycling, and hotel check-ins, covering around 300 different use cases [1] - The acceptance rate of mobile payment innovations is accelerating, with "Tap to Pay" achieving 1 million users in just 321 days, compared to 30 months for QR code payments and 15 months for facial recognition payments [1] Group 2 - Ant Group's CEO announced plans to accelerate technological and product innovations for "Tap to Pay," aiming to enhance user experience and expand application scenarios, with a commitment of 10 billion yuan in resources to support the ecosystem [1] - The NFC chip, developed in collaboration with Fudan Microelectronics, is the core component of the "Tap to Pay" device, with the first batch of over 10 million orders expected to be produced in the second half of the year [2] - A new chip for applications beyond payment is also in development, with anticipated orders expected to exceed 100 million [2]