E SHE Un 哥 分 IA YUAN LAW OFFICES 北京 BEIJING·上海 SHANGHAI·深圳 SHENZHEN·香港 HONG KONG·广州 GUANGZHOU·西安 XI'AN 北京市嘉源律师事务所 关于华润微电子有限公司 2023 年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 FILT 致:华润微电子有限公司 北京市嘉源律师事务所 关于华润微电子有限公司 2023 年年度股东大会的 法律意见书 嘉源(2024)-04-395 北京市嘉源律师事务所(以下简称"本所")接受华润微电子有限公司(以下 简称"公司")的委托,根据《上市公司股东大会规则》(以下简称"《股东大会规 则》")等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律 法规")以及《China Resources Microelectronics Limited(华润微电子有限公司) 经第八次修订及重列的组织章程大纲和章程细则》(以下简称"《公司章程》")的 有关规定,指派本所律师对公司 2023年年度股东大会(以下简称"本次股东大 会")进行见证,并依法出具本法 ...

证券代码：688396 证券简称：华润微 公告编号：2024-013 华润微电子有限公司 2023 年年度股东大会决议公告 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： 本次会议是否有被否决议案：无 | 1、出席会议的股东和代理人人数 | 23 | | --- | --- | | 普通股股东人数 | 23 | | 2、出席会议的股东所持有的表决权数量 | 1,003,131,667 | | 普通股股东所持有表决权数量 | 1,003,131,667 | | 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 | 75.7928 | | 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（%） | 75.7928 | （四） 表决方式是否符合《公司法》及公司章程的规定，大会主持情况等。 本次会议由公司董事会召集，表决方式为现场投票与网络投票相结合的方式。 本次会议的召开、召集与表决程序符合公司注册地开曼群岛的法律、《上海 （一） 股东大会召开的时间：2024 年 5 月 24 日 （二 ...

Summary of Conference Call for China Resources Microelectronics Company Overview - **Company**: China Resources Microelectronics (华润微电子) - **Industry**: Semiconductor Industry - **Established**: The company has a long history dating back to the establishment of its predecessor, South China Microelectronics, in 1960, marking it as a significant player in the integrated circuit sector [1] Key Points and Arguments Development Strategy - **Internal and External Growth**: The company emphasizes both internal development (enhancing production lines from 4-inch to 12-inch) and external growth through mergers and acquisitions (M&A) [2][3] - **M&A Activities**: Notable acquisitions include the purchase of AVIC Microelectronics in 2017, which doubled the company's business, and ongoing investments in various semiconductor companies [3][4] Product Focus - **Core Product Areas**: The company focuses on three main product categories: 1. **Power Semiconductors**: Including power devices and power ICs, with significant sales in products like IGBT and SBD [5] 2. **Smart Sensors**: Including memory sensors and optical sensors [5] 3. **Smart Control**: Focused on microcontroller units (MCUs) [5] - **Manufacturing Capabilities**: The company operates advanced manufacturing lines, including a significant 6-inch line with a daily output of 230,000 wafers, and is expanding into 12-inch lines [6] Research and Development - **R&D Investment**: R&D spending has increased from 500 million CNY in 2020 to 1.1 billion CNY in 2023, indicating a strong commitment to innovation [8] - **Patent Portfolio**: The company holds over 2,000 patents, with 83% being invention patents, showcasing its focus on proprietary technology [9] Market Dynamics - **End Market Distribution**: The company’s products are distributed across various sectors: - New Energy (automotive electronics and renewable energy): 39% - Industrial Equipment: 16% - Consumer Electronics: 30% [10] - **Market Recovery**: The company reports a gradual recovery in market conditions, particularly in consumer electronics and industrial sectors, with inventory levels returning to normal [11] Future Outlook - **Growth Projections**: The company anticipates continued growth in power semiconductor sales, particularly IGBT modules, with expected revenue growth of 30% to 50% [29] - **Third-Generation Semiconductors**: The company is actively developing silicon carbide (SiC) technology, with applications in automotive electronics, charging stations, and renewable energy [22][23] - **International Cooperation**: The company is exploring international partnerships and potential overseas investments, although it currently focuses on domestic production [16][19] Challenges and Risks - **Price Stability**: The company notes that while some product prices have stabilized, there are still competitive pressures in sectors like photovoltaic and IGBT [21] - **Capacity Concerns**: There are concerns about potential overcapacity in the semiconductor industry, but the company believes that significant overcapacity is unlikely in the near future [26] Conclusion - **Strategic Focus**: China Resources Microelectronics is positioned for growth through a combination of internal development, strategic acquisitions, and a strong focus on R&D. The company is navigating market recovery while preparing for future technological advancements in the semiconductor space.

Investment Rating - The report assigns an "Accumulate" rating for the company for the first time [2]. Core Views - The company is experiencing short-term pressure on performance due to cyclical market conditions, but long-term growth is expected as major projects ramp up [2]. - In 2023, the company reported a revenue of 9.901 billion yuan, a year-on-year decrease of 1.59%, and a net profit attributable to shareholders of 1.479 billion yuan, down 43.48% [2]. - For Q1 2024, the company achieved a revenue of 2.116 billion yuan, a decline of 9.82% year-on-year, and a net profit of 33 million yuan, down 91.27% [2]. Summary by Sections Business Performance - The semiconductor market in China faced cyclical downturns in 2023, impacting the company's operating profit and net profit [2]. - The company increased its R&D investment to 1.154 billion yuan in 2023, a growth of 25.30%, accounting for 11.66% of revenue [2]. - The company is actively expanding its product lines, including two 12-inch production lines and a testing base, which are expected to contribute positively to revenue in the future [4]. Product Structure and Market Focus - The company is shifting its product structure towards high-end applications, with the new energy sector (including automotive and renewable energy) accounting for 39% of its applications, while consumer electronics represent 34% [2]. - The revenue share from the new energy sector increased from 16% in 2022 to 20% in 2023, indicating a growing market presence [2]. Capacity Expansion and Future Growth - The company is gradually releasing capacity from its 12-inch production lines, which is expected to drive revenue recovery [4]. - The Chongqing 12-inch production line focuses on power devices, while the Shenzhen line is set to produce specialized analog power integrated circuits and MCU products, with full production expected by the end of 2024 [4]. Financial Forecast - Revenue forecasts for 2024, 2025, and 2026 are projected at 10.930 billion yuan, 12.169 billion yuan, and 13.667 billion yuan, respectively, with corresponding EPS of 1.13 yuan, 1.30 yuan, and 1.44 yuan [5]. - The current stock price corresponds to a PE ratio of 33.8, 29.4, and 26.6 for the years 2024, 2025, and 2026, respectively [5].

Investment Rating - The report maintains a rating of "Accumulate" for the company [2][5] Core Views - The company experienced a slight decline in revenue in Q1 2024, with a year-on-year decrease of 9.82% and a quarter-on-quarter decrease of 10.75% [2][3] - The semiconductor market is under pressure, impacting the company's performance, but there is optimism for recovery in 2024 driven by advancements in IoT, 5G, and AI technologies [3][5] - The company is expanding its automotive and new energy sectors, with significant growth expected in power semiconductor products, particularly IGBT and SiC [5] Financial Summary - In 2023, the company reported revenue of 99.01 billion yuan, a year-on-year decrease of 1.59%, and a net profit of 1.479 billion yuan, down 43.48% [2][3] - The company's gross margin for 2023 was 32.22%, a decrease of 4.49 percentage points year-on-year, while the net margin fell to 14.53%, down 11.31 percentage points [3] - The forecast for 2024 indicates expected revenues of 109.38 billion yuan, with a projected net profit of 1.423 billion yuan [2][5] Product Development and Market Outlook - The company is focusing on its 12-inch production lines, which are expected to significantly boost revenue, with rapid ramp-up in production of MOSFET and IGBT products [3][5] - The automotive sector is showing positive trends, with the company’s automotive-grade products entering the supply chains of major car manufacturers [5] - The global electric vehicle market is projected to grow significantly, with a CAGR of approximately 17.80% from 2023 to 2030, providing a favorable environment for the company's growth in automotive electronics [5]

Investment Rating - The investment rating for the company is "Accumulate" [4] Core Views - The company's profitability is under short-term pressure, but quality improvement and product optimization are expected to lead to performance recovery [1] - In Q1 2024, the company's revenue was affected by industry price adjustments, resulting in a further decline in profit margins [1] - The company is focusing on expanding its product lines, particularly in high-value sectors such as new energy and power ICs, which have shown significant revenue growth [1][11] Summary by Relevant Sections Financial Performance - In 2023, the company achieved revenue of 99 billion yuan, a year-on-year decrease of 1.59%, with a net profit of 1.227 billion yuan, down 49.97% year-on-year [1] - The gross margin for 2023 was 32.22%, a decrease of 4.49 percentage points year-on-year [1] - For Q1 2024, the company reported revenue of 21.16 billion yuan, down 9.8% year-on-year, and a net profit of 58 million yuan, down 82.8% year-on-year [1] Product and Service Segments - The product and solution segment generated revenue of 46.7 billion yuan in 2023, with a gross margin of 26.62%, down 9.51 percentage points year-on-year [1] - The manufacturing and service segment saw a revenue increase of 2.66% in 2023, with a gross margin of 37.42% [1] - The company is investing heavily in R&D, with 11.54 billion yuan allocated in 2023, focusing on GaN devices, DrMOS, and SiC MOS products [1] Future Projections - The company is expected to achieve net profits of 1.18 billion yuan, 1.35 billion yuan, and 1.51 billion yuan for 2024, 2025, and 2026, respectively [1][12] - The projected PE ratios for 2024, 2025, and 2026 are 43, 38, and 34 times, respectively [1][12] - Revenue forecasts for the product and solution segment for 2024-2026 are 59.58 billion yuan, 69.81 billion yuan, and 76.96 billion yuan [11][12]

Investment Rating - The investment rating for the company is "Buy" [1][2] Core Views - The company, Huazhong Microelectronics, is a leading IDM semiconductor enterprise in China, focusing on power semiconductor solutions with strong capabilities in chip design, mask manufacturing, wafer fabrication, and packaging testing [1] - The company has seen a continuous increase in revenue from the new energy sector, with its revenue share from this sector rising from 16% in 2022 to 20% in 2023 [1] - The company is actively expanding its automotive electronics market, with products being adopted by major automotive manufacturers such as BYD, Geely, and others [1] - The company has successfully completed customer certifications for its new wafer manufacturing platform, enhancing its competitive edge [1][2] Financial Performance Summary - In 2023, the company achieved a main business revenue of 9.901 billion yuan, a year-on-year decrease of 1.59%, and a net profit attributable to shareholders of 1.479 billion yuan, down 43.48% year-on-year [1][3] - For Q1 2024, the company reported a main business revenue of 2.116 billion yuan, a year-on-year decrease of 9.82%, and a net profit of 33 million yuan, down 91.27% year-on-year [1] - The company forecasts a net profit of 1.454 billion yuan for 2024, with a projected growth rate of -1.71% [3][4] Revenue and Profit Forecast - The revenue forecast for 2024 is 11.043 billion yuan, with an expected growth rate of 11.54% [3] - The net profit forecast for 2025 is 1.737 billion yuan, with a growth rate of 19.44% [3] - The company has adjusted its net profit forecasts for 2024 and 2025 downwards due to weak recovery in the downstream power semiconductor industry [2] Market Position and Strategy - The company is focusing on the new energy vehicle and photovoltaic sectors, continuously launching new products to meet market demands [2] - The company has established a solid foundation in the third-generation semiconductor market, with significant sales growth in silicon carbide (SiC) and gallium nitride (GaN) power devices, which saw a year-on-year increase of 135% in sales revenue [1][2]

中国国际金融股份有限公司 关于华润微电子有限公司首次公开发行股票并上市 暨 2020 年度向特定对象发行股票的持续督导保荐总结报告书 | 保荐机构名称 | 中国国际金融股份有限公司 | | --- | --- | | 注册地址 | 北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层 | | 办公地址 | 北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层 | | 法定代表人 陈亮 | | | 保荐代表人 | 魏先勇、王健 | 经中国证券监督管理委员会（以下简称"中国证监会"）《关于同意华润微电子有限 公司首次公开发行股票注册的批复》（证监许可〔2020〕 144 号）核准并经上海证券交 易所同意，华润微电子有限公司（以下简称"华润微"或"发行人"或"公司"）首次 公开发行人民币普通股（A 股）股票 292,994,049 股（超额配售选择权行使前），募集资 金总额 375,032.38 万元（超额配售选择权行使前），上述款项已于 2020 年 2 月 18 日全部 到位；2020 年 3 月 27 日，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 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [2][3] Core Views - The company's Q1 2024 performance showed a decline, but this short-term pressure does not alter its long-term growth potential, maintaining a "Buy" rating. The company reported a revenue of 9.901 billion yuan in 2023, down 1.59% year-on-year, and a net profit attributable to shareholders of 1.479 billion yuan, down 43.48% year-on-year. For Q1 2024, revenue was 2.116 billion yuan, down 9.82% year-on-year, and net profit was 33 million yuan, down 91.27% year-on-year [3][4]. Financial Performance Summary - In 2023, the company achieved a revenue of 9.901 billion yuan, with a year-on-year decline of 1.59%. The net profit attributable to shareholders was 1.479 billion yuan, a decrease of 43.48% year-on-year. The gross margin was 32.22%, down 4.49 percentage points year-on-year. For Q1 2024, revenue was 2.116 billion yuan, down 9.82% year-on-year, and the gross margin was 26.48%, down 8.33 percentage points year-on-year [3][5]. Earnings Forecast - The earnings forecast for 2024-2025 has been revised down to 1.340 billion yuan and 1.667 billion yuan respectively, with a new 2026 profit forecast of 1.960 billion yuan. The corresponding EPS for 2024, 2025, and 2026 are projected to be 1.01 yuan, 1.26 yuan, and 1.48 yuan respectively. The current stock price corresponds to a PE ratio of 35.7, 28.7, and 24.4 for the respective years [3][5]. Market Expansion - The company is actively expanding into the automotive electronics market, with products entering major automotive manufacturers such as BYD, Geely, and FAW. The company has made significant progress in car-grade product certification and has seen a 135% year-on-year increase in revenue from third-generation semiconductors [4][5].

公司研 究 证 券研究 报 告 集成电路 2024年04月28日 华 润微（688396）2023年报及2024 年一季报点评 强 推 （维持） 当前价：36.16元 业绩短期承压，产品结构优化助力远期成长 事项： 华创证券研究所  2024年4月25日，公司发布2023年度报告及2024年第一季度报告： 证券分析师：耿琛  1）2023年：营业收入99.01亿元，同比-1.59%；毛利率32.22%，同比-4.49pct； 电话：0755-82755859 归母净利润/扣非后归母净利润14.79/11.27亿元，同比-43.48%/-49.97%。 邮箱：gengchen@hcyjs.com  2）2024Q1：营业收入21.16亿元，同比/环比-9.82%/-10.75%；毛利率26.48%， 执业编号：S0360517100004 同比/环比-8.33pct/-1.95pct；归母净利润0.33 亿元，同比/环比-91.27%/-92.15%； 证券分析师：岳阳 扣非后归母净利润0.58亿元，同比/环比-82.83%/-72.06%。 评论： 邮箱：yueyang@hcyjs.com 执业编 号： ...