中国国际金融股份有限公司 关于华润微电子有限公司 子公司润鹏半导体（深圳）有限公司拟增资扩股并引 入外部投资者的核查意见 根据《证券发行上市保荐业务管理办法》《上海证券交易所科创板股票上市 规则》等有关规定，作为华润微电子有限公司（以下简称"华润微"或"公司"） 的保荐机构，中国国际金融股份有限公司（以下简称"中金公司"或"保荐机 构"）对华润微子公司润鹏半导体（深圳）有限公司（以下简称"润鹏半导体"） 拟增资扩股并引入外部投资者的事项进行了认真、审慎的核查，具体核查情况 及核查意见如下： 一、本次增资扩股概述 润鹏半导体于2022年6月设立，注册资本为人民币1亿元，并于2023年2月完 成首次增资扩股，新增注册资本由公司子公司华润微科技（深圳）有限公司（以 下简称"华润微科技"）认缴人民币23亿元用于"华润微电子深圳300mm集成电 路生产线项目"（以下简称"深圳12吋线项目"）固定资产投资部分，润鹏半导 体的注册资本由人民币1亿元增加至人民币24亿元。 （一）本次增资扩股并引入外部投资者的原因 截至目前，润鹏半导体投资建设的深圳12吋线项目进度正常，人员逐步到位， 资金投入大幅增加，除需公司自有资金补足外 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 2,346,333,968.99, representing a decrease of 6.67% compared to the same period last year[4] - Net profit attributable to shareholders was CNY 380,362,091.29, down 38.59% year-on-year[4] - The net profit after deducting non-recurring gains and losses was CNY 336,095,952.92, a decline of 44.00% compared to the previous year[4] - The diluted earnings per share were CNY 0.2877, down 38.68% year-on-year[6] - Net profit for Q1 2023 was approximately ¥372.63 million, down 38.9% from ¥610.15 million in Q1 2022[19] - The company reported a total comprehensive income of approximately ¥373.10 million for Q1 2023, compared to ¥611.82 million in Q1 2022, a decline of 39.0%[19] Cash Flow - The net cash flow from operating activities was CNY 494,782,685.81, reflecting a decrease of 52.13% year-on-year[4] - Cash inflow from operating activities for Q1 2023 was approximately $2.18 billion, a decrease of 17.5% compared to $2.64 billion in Q1 2022[20] - The net cash flow from operating activities was $494.78 million, significantly lower than $1.03 billion in Q1 2022, marking a decline of 52%[20] - Cash received from tax refunds was $14.12 million, down from $30.61 million in Q1 2022, indicating a decrease of 53.8%[20] - Cash paid to employees increased to $511.70 million, up from $456.62 million in the previous year, reflecting an increase of 12%[20] - The net increase in cash and cash equivalents for Q1 2023 was approximately -$603.50 million, compared to -$431.62 million in Q1 2022[21] Research and Development - Total R&D expenditure reached CNY 267,200,184.57, an increase of 60.30% compared to the same period last year[6] - R&D expenditure accounted for 11.39% of operating revenue, up 4.76 percentage points year-on-year[6] - Research and development expenses increased to approximately ¥267.20 million in Q1 2023, up 60.3% from ¥166.69 million in Q1 2022[18] Assets and Liabilities - Total assets at the end of the reporting period were CNY 27,505,070,368.99, an increase of 3.96% from the end of the previous year[6] - As of March 31, 2023, the total assets of the company amounted to CNY 27,505,070,368.99, an increase from CNY 26,457,799,586.84 at the end of 2022, representing a growth of approximately 3.95%[14] - The company's current assets totaled CNY 16,382,982,352.74, slightly down from CNY 16,648,719,854.40, indicating a decrease of about 1.60%[15] - The total liabilities increased to approximately ¥6.37 billion in Q1 2023, compared to ¥5.76 billion in Q1 2022, reflecting a growth of 10.5%[17] - The total equity attributable to shareholders of the parent company rose to approximately ¥20.40 billion in Q1 2023, compared to ¥19.98 billion in Q1 2022, an increase of 2.09%[17] Operational Highlights - The company has not disclosed any significant new product launches or technological advancements during this quarter[13] - There were no updates on market expansion or mergers and acquisitions in the current report[13] - The company did not provide specific future guidance or performance outlook for the upcoming quarters[13] Other Financial Metrics - The weighted average return on equity was 1.8847%, a decrease of 1.63 percentage points compared to the previous year[6] - The company reported non-recurring gains of CNY 44,266,138.37 for the period[8] - The company's long-term equity investments reached CNY 1,505,588,702.36, up from CNY 1,498,480,562.75, marking a growth of approximately 0.74%[15] - The company reported a decrease in cash and cash equivalents to CNY 12,096,107,438.58 from CNY 12,699,610,047.17, a decline of about 4.76%[14] - The company's financial expenses for Q1 2023 included interest expenses of approximately ¥15.44 million, compared to ¥4.97 million in Q1 2022, reflecting an increase of 210.5%[18]

Financial Performance - The proposed cash dividend for the 2022 fiscal year is CNY 1.983 per 10 shares, totaling CNY 261.77 million, which represents 10.00% of the net profit attributable to shareholders [5]. - The company reported a significant increase in revenue, achieving a total of 1.2 billion RMB, representing a year-over-year growth of 15% [15]. - The company's operating revenue for 2022 was approximately ¥10.06 billion, representing an 8.77% increase compared to ¥9.25 billion in 2021 [23]. - The net profit attributable to shareholders for 2022 was approximately ¥2.62 billion, a 15.40% increase from ¥2.27 billion in 2021 [23]. - The company's total assets increased by 19.23% to approximately ¥26.46 billion at the end of 2022, compared to ¥22.19 billion at the end of 2021 [23]. - The basic earnings per share for 2022 was ¥1.98, a 12.36% increase from ¥1.76 in 2021 [24]. - The diluted earnings per share for 2022 was ¥1.98, reflecting a 12.25% increase from ¥1.76 in 2021 [24]. - The company's net cash flow from operating activities decreased by 11.47% to approximately ¥3.06 billion in 2022, down from ¥3.45 billion in 2021 [23]. - The overall gross margin improved by 1.39 percentage points compared to the previous year, driven by product application expansion in high-end markets [36]. Research and Development - The company is investing in R&D for GaN and SiC technologies, with a budget allocation of 100 million RMB for the upcoming year [15]. - Research and development expenses accounted for 9.16% of operating revenue in 2022, up from 7.71% in 2021 [24]. - R&D investment reached 92,110.91 thousand yuan, a year-on-year increase of 29.15%, accounting for 9.16% of operating revenue [37]. - The company increased its R&D investment by 29.15% year-on-year, totaling approximately ¥921.11 million in the current year [94]. - The company has established a complete quality management system, obtaining multiple certifications including ISO/IATF16949 and ISO9001 [117]. - The company has received 177 new invention patents during the reporting period, bringing the total to 1,660 [93]. - The company has increased its R&D personnel from 822 to 1,413, representing a growth rate of 71.9% [106]. - R&D personnel now account for 14.92% of the total workforce, up from 9.14% in the previous period [106]. Market and Strategic Outlook - The company provided a positive outlook for the next fiscal year, projecting a revenue growth of 10-15% [15]. - Market expansion efforts are underway in Southeast Asia, targeting a 25% market share by 2025 [15]. - The company is exploring potential acquisitions to enhance its product portfolio, with a focus on fabless semiconductor firms [15]. - The company aims to improve operational efficiency, targeting a 5% reduction in production costs through process optimization [15]. - The company plans to continue leveraging its IDM model to enhance core technology capabilities and increase market share [137]. - The company is focusing on emerging applications such as renewable energy, big data, cloud computing, 5G communications, and automotive electronics for future growth opportunities [173]. Governance and Compliance - The board of directors and senior management guarantee the authenticity and completeness of the annual report [4]. - The company has not reported any non-operating fund occupation by controlling shareholders or related parties [8]. - The company has not reported any violations of decision-making procedures regarding external guarantees [8]. - Independent directors adhered to relevant laws and regulations, fulfilling their duties diligently and independently [199]. - The company's governance mechanisms effectively operated in compliance with applicable laws and regulations [200]. Operational Challenges and Risks - The company has outlined various operational risks in the report, which investors should be aware of [4]. - The company faces risks related to rapid product iteration and potential loss of key technical personnel due to industry competition [119]. - The company faces risks related to technological gaps with international leaders such as Infineon and ON Semiconductor, which may impact competitive positioning [120]. - The semiconductor industry is characterized by high capital investment and ongoing funding requirements for R&D and manufacturing to maintain competitiveness [123]. Product Development and Innovation - The company has developed a series of core technologies with independent intellectual property rights, including trench-type SBD design and manufacturing technology, which are internationally leading [87]. - The company’s IGBT technology utilizes Trench-FS process and ultra-thin wafer processing, resulting in low conduction voltage and high reliability [87]. - The company has established a production testing process for the SOI-BCI technology and packaging, supporting the series of products developed [99]. - The company is focusing on the development of high-performance automotive SoC chips and visual application products [188]. - The company is committed to optimizing its product structure and expanding its product categories through technological innovation [185]. Investment and Acquisitions - The company completed the acquisition of Dalian Xinguang Technology Co., Ltd., renamed it to Runxin Microelectronics, focusing on GaN epitaxy and process technology development [55]. - The company established a joint venture, Runpeng Semiconductor, with local state-owned enterprises in Shenzhen, with a total investment of approximately 22 billion RMB [55]. - The company acquired a 34.56% stake in Runxin Microelectronics (Dalian) Co., Ltd., becoming the single largest shareholder [147]. - The company is actively pursuing external investment opportunities, with a planned investment of 1.2 billion yuan in the Dismicroelectronics project to enhance mask production capabilities [54]. Industry Trends - The global semiconductor market is anticipated to grow by 4.4% in 2023, reaching approximately $580 billion [74]. - The global power semiconductor market is expected to grow to $52.2 billion by 2024, with China's market projected to reach $20.6 billion [78]. - The advanced packaging market is forecasted to grow at a CAGR of approximately 7.9%, reaching over $42 billion by 2025 [85]. - The semiconductor industry is projected to experience a sales decline of 3.6% in 2023, following a 4% growth in 2022, with a rebound expected in the following years [173].

重要内容提示： 投资者可于 2023 年 5 月 12 日(星期五)至 5 月 18 日(星期四)16:00 前登录 上 证 路 演 中 心 网 站 首 页 点 击 " 提 问 预 征 集 " 栏 目 或 通 过 公 司 邮 箱 crmic_hq_ir_zy@crmicro.com 进行提问。公司将在说明会上对投资者普遍关注的 问题进行回答。 华润微电子有限公司（以下简称"公司"）已于 2023 年 4 月 28 日披露公司 2022 年年度报告和 2022 年利润分配方案，为便于广大投资者更全面深入地了解 公司2022年度经营成果、财务状况，公司计划于2023年5月19日上午10:00-11:00 举行 2022 年度业绩暨现金分红说明会，就投资者关心的问题进行交流。 一、说明会类型 本次投资者说明会以视频结合网络互动召开，公司将针对 2022 年度经营成 证券代码：688396 证券简称：华润微 公告编号：2023-016 华润微电子有限公司 关于召开 2022 年度业绩暨现金分红说明会的公告 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 ...

Group 1: Company Performance and Market Conditions - The overall business situation remained stable during the Shanghai lockdown in April and May, with no significant changes in demand observed after the lifting of restrictions on June 1 [4]. - Inventory levels have remained stable compared to Q1 [4]. - The capacity orders from wafer foundry customers are still full, with a downturn in the consumer market but positive outlooks for industrial control, automotive electronics, and new energy sectors [4]. Group 2: Material Costs and Pricing - Prices for upstream raw materials such as silicon wafers and copper wires have increased, but the supply of silicon wafers remains stable [4]. - The company has raised prices for certain specific processes in its foundry business [4]. Group 3: Product Development and Market Strategy - The IGBT segment has shown significant growth, with expected revenue for the year aligning with initial targets, and plans to expand 8-inch IGBT capacity [4][5]. - The company is transitioning from consumer markets to industrial control, photovoltaic, and automotive applications to meet changing market demands [4]. - The 12-inch production line is on track to commence operations by the end of the year [5]. Group 4: Competitive Position and Future Outlook - The company's power device products leverage the IDM model, providing strong competitiveness and brand recognition, which are crucial for attracting top-tier clients [4]. - The company aims to transform into an integrated product company, increasing the proportion of product and solution business while maintaining some foundry operations [5]. - The company has seen rapid sales growth in SiC (Silicon Carbide) products, achieving sales figures for the first five months that match last year's total [5][6]. Group 5: Sensor and MCU Developments - The company’s sensors primarily include MEMS sensors, photoelectric sensors, and smoke alarm sensors, with applications in electric vehicles and industrial power supplies [6]. - There is strong demand for mid-to-high-end MCU products, which are a focus area for the company [6].

Financial Performance - The operating revenue for Q3 2022 was CNY 2,485,960,150.57, representing a year-on-year increase of 0.54%[4] - The net profit attributable to shareholders was CNY 703,145,353.73, reflecting a year-on-year growth of 14.14%[4] - The net profit excluding non-recurring gains and losses was CNY 555,961,583.45, with a year-on-year increase of 3.20%[4] - Total operating revenue for the first three quarters of 2022 reached ¥7,631,706,678.53, an increase of 10.2% compared to ¥6,927,507,593.54 in the same period of 2021[15] - Net profit for the third quarter of 2022 was ¥2,037,871,527.90, a significant increase from ¥1,675,190,177.71 in the third quarter of 2021, representing a growth of 21.6%[16] - Basic earnings per share for the period were CNY 0.5326, an increase of 14.12% compared to the same period last year[5] - Basic earnings per share for the third quarter of 2022 were ¥1.5583, compared to ¥1.3218 in the same quarter of 2021, indicating an increase of 17.9%[17] Assets and Liabilities - Total assets at the end of the reporting period reached CNY 25,245,130,126.51, up 13.76% from the end of the previous year[5] - Current assets totaled RMB 16,662,442,472.49, up from RMB 14,691,591,066.27, indicating a year-over-year increase of about 13.4%[12] - The company's cash and cash equivalents amounted to RMB 12,674,595,337.34, compared to RMB 11,246,199,567.83 in the previous year, reflecting a growth of approximately 12.7%[11] - Total liabilities amounted to RMB 4,957,449,424.86, slightly up from RMB 4,690,796,944.11, indicating a growth of approximately 5.7%[13] - The total equity of the company reached RMB 20,287,680,701.65, up from RMB 17,500,412,620.22, indicating a growth of approximately 15.3%[14] Research and Development - R&D investment totaled CNY 235,288,550.52, accounting for 9.46% of operating revenue, an increase of 0.57 percentage points compared to the previous year[5] - Research and development expenses increased to ¥619,656,736.93 in the first three quarters of 2022, compared to ¥502,848,335.00 in the same period of 2021, marking a rise of 23.2%[15] Cash Flow - The company reported a net cash flow from operating activities of CNY 2,375,653,073.57 for the year-to-date, a decrease of 3.87% year-on-year[5] - Cash inflows from operating activities totaled CNY 7,642,111,863.82, compared to CNY 7,006,973,758.83 in the previous year, reflecting an increase of approximately 9%[38] - The cash flow from operating activities for the first three quarters of 2022 was ¥2,375,653,073.57, slightly down from ¥2,471,164,174.09 in the same period of 2021[18] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 62,917[8] - The largest shareholder, China Resources (Microelectronics) Co., Ltd., held 66.58% of the shares[8] - The company has a significant shareholder structure, with China Resources Microelectronics holding 66.58% of the shares, indicating strong institutional support[28] Overall Financial Health - The weighted average return on equity was 3.6936%, a decrease of 0.07 percentage points year-on-year[5] - The company reported a significant increase in other receivables, which rose to RMB 25,000,554.22 from RMB 15,039,512.94, a growth of about 66.3%[12] - The company is actively monitoring its financial health and operational strategies to ensure continued growth and market competitiveness[30] - The company has maintained a stable financial position with no reported changes in the status of major shareholders, indicating a stable governance structure[29]

2022 年半年度报告 公司代码：688396 公司简称：华润微 华润微电子有限公司 2022 年半年度报告 1 / 194 2022 年半年度报告 重要提示 一、本公司董事会及董事、高级管理人员保证半年度报告内容的真实性、准确性、完整性，不存 在虚假记载、误导性陈述或重大遗漏，并承担个别和连带的法律责任。 二、重大风险提示 公司已在本报告中详细阐述公司在经营过程中可能面临的各种风险，敬请查阅本报告第三节 "管理层讨论与分析"中的"五、风险因素"。 三、公司全体董事出席董事会会议。 四、本半年度报告未经审计。 五、公司负责人李虹、主管会计工作负责人吴国屹及会计机构负责人（会计主管人员）吴从韵声 明：保证半年度报告中财务报告的真实、准确、完整。 六、董事会决议通过的本报告期利润分配预案或公积金转增股本预案 无 七、是否存在公司治理特殊安排等重要事项 √适用 □不适用 公司治理特殊安排情况： √本公司为红筹企业 □本公司存在协议控制架构 □本公司存在表决权差异安排 公司为一家根据《开曼群岛公司法》设立的公司，公司治理模式与适用中国法律、法规及规 范性文件的一般A股上市公司的公司治理模式存在一定差异。 八、前瞻性陈 ...