转债代码:118049 转债简称:汇成转债 证券代码:688403 证券简称:汇成股份 公告编号：2025-042 合肥新汇成微电子股份有限公司 2023 年限制性股票激励计划首次授予第二个归属期及 预留授予第一个归属期归属结果暨股票上市公告 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股权激励股份；股票认购方式为网下，上市股数为 2,234,000股。 本次股票上市流通总数为2,234,000股。 本次股票上市流通日期为2025 年 7 月 30 日。 合肥新汇成微电子股份有限公司（以下简称"公司"或"本公司"）于近日 收到中国证券登记结算有限责任公司上海分公司出具的《证券变更登记证明》， 公司完成了 2023 年限制性股票激励计划（以下简称"激励计划"）首次授予第二 个归属期及预留授予第一个归属期归属股票归属和登记工作，归属日为 2025 年 7 月 23 日。现将有关情况公告如下： 一、激励计划已履行的决策程序和信息披露情况 （一）2023 年 5 月 29 日，公司召开的第一届 ...

Core Viewpoint - The semiconductor industry is experiencing a significant upward trend, particularly in the photolithography equipment sector, with companies like Dongfang Jiasheng reaching their daily limit increase in stock price [1] Group 1: Market Performance - The semiconductor supply chain saw a notable rise, with Dongfang Jiasheng hitting the daily limit increase and other companies such as Maolai Optics and Zhongying Electronics rising nearly 10% [1] - Other companies in the sector, including Huicheng Vacuum, Shanghai Xinyang, Huahong Company, Kaimeteqi, and SMIC, also experienced stock price increases [1] Group 2: Industry Forecast - SEMI (Semiconductor Equipment and Materials International) predicts that the total sales of semiconductor manufacturing equipment by original equipment manufacturers (OEMs) will reach a record high of $125.5 billion by 2025, representing a year-on-year growth of 7.4% [1]

影石创新（影石Insta360）宣布进入无人机市场。接近公司的人士向智通财经介绍，影石已开展无人机 业务布局，计划推出两个品牌的无人机产品，包括影石自有无人机品牌和与第三方共同孵化的全新无人 机品牌。此外，影石还将评估无人机行业内的投资机会。 ...

Core Viewpoint - The handheld smart imaging device market is rapidly growing, driven by differentiated innovations from brands like GoPro, Insta360, and DJI, as well as the increasing consumer demand for "recording life" experiences [1][3]. Market Overview - The global handheld smart imaging device market is approaching a scale of 60 billion yuan, with GoPro, Insta360, and DJI dominating the market. The market is characterized by portability, diverse shooting methods, and low usage barriers, primarily divided into action cameras and panoramic cameras [3][7]. - In 2023, the global smart action camera market is valued at 31.4 billion yuan, while the mobile panoramic camera market is at 5 billion yuan. By 2027, these figures are expected to reach 51.4 billion yuan and 7.9 billion yuan, respectively [3][13][19]. Industry Dynamics - The emergence of the "recording life" demand and the expansion of application scenarios are key to manufacturers' differentiation. Handheld smart imaging devices are expected to become essential accessories for smartphones, similar to smartwatches and TWS earbuds [3][31]. - The market is projected to see a shipment volume exceeding 100 million units in the long term, driven by both outdoor sports enthusiasts and vlog users [34][35]. Competitive Landscape - The action camera market is led by GoPro and DJI in the mid-to-high-end segment, while the entry-level market is dominated by white-label manufacturers. Insta360 holds a significant share in the panoramic camera market [3][16][21]. - GoPro's decline is attributed to internal factors such as a shift in focus and slowed innovation, as well as external competition from brands like DJI and Insta360 [39][40][44]. Supply Chain Insights - The supply chain for handheld smart imaging devices primarily consists of SoC/DSP and optical modules, with software developed in-house by manufacturers. The cost structure indicates that SoC/DSP accounts for approximately 33% and optical modules for 27% of the total material costs [4][55]. - The optical module market is expected to maintain higher profit margins compared to the smartphone sector, with key suppliers including domestic companies [59]. Future Outlook - The market for handheld smart imaging devices is anticipated to grow significantly, with a potential shipment volume of 140 million units in the long term. This growth is supported by the increasing number of outdoor sports enthusiasts and the rising popularity of short video content creation [34][35][36]. - The industry is characterized as a "shallow sea market," where differentiation can help maintain high profit margins despite increasing competition [49].

Group 1 - The company held its 10th meeting of the second Supervisory Board on July 14, 2025, in Hefei, Anhui Province, with all procedures complying with relevant laws and regulations [1] - The Supervisory Board approved the adjustment of the grant price for the 2023 restricted stock incentive plan, stating that it aligns with legal regulations and does not harm the interests of the company and shareholders [1][2] - The Supervisory Board also approved the adjustment of the purchase price for the 2025 employee stock ownership plan, confirming compliance with relevant laws and regulations [2] - The decision to cancel 35,000 unvested restricted stocks from the 2023 incentive plan was approved, with the board affirming that it does not harm the interests of the company and shareholders [3] - The board agreed that the conditions for the second vesting period of the 2023 restricted stock incentive plan had been met, allowing for the vesting of stocks for eligible participants [4]

Group 1 - The first meeting of the 2025 Employee Stock Ownership Plan was held on July 14, 2025, with 32 holders present, representing 100% of the total shares of the plan [1][2] - The meeting approved the establishment of the 2025 Employee Stock Ownership Plan Management Committee to oversee the plan's daily management and protect the rights of the holders [1][2] - The meeting also elected three members, Wu Guoqing, Chen Hanzong, and Wei Jianhong, to the management committee, with the term aligned with the duration of the employee stock ownership plan [2][3] Group 2 - The management committee was authorized to handle matters related to the employee stock ownership plan, including changes in holders and share adjustments [2][3] - The management committee held its first meeting on the same day, electing Wu Guoqing as the committee chair [2]

Core Viewpoint - The company has adjusted the purchase price for its 2025 employee stock ownership plan from 4.41 CNY per share to 4.32 CNY per share due to the distribution of cash dividends [1][3][5] Group 1: Employee Stock Ownership Plan - The company held board and supervisory meetings on July 14, 2025, to approve the adjustment of the purchase price for the employee stock ownership plan [1][2] - The employee stock ownership plan was initially approved on April 29, 2025, with subsequent disclosures made on April 30 and May 15, 2025 [2][3] Group 2: Adjustment Details - The adjustment was necessitated by the cash dividend distribution, which was based on a total share capital of 837,982,631 shares, deducting 11,910,000 shares held in the repurchase account [3][5] - The adjusted purchase price formula is based on the initial price minus the per-share dividend amount, resulting in an adjusted price of approximately 4.32 CNY per share [3][5] Group 3: Impact and Compliance - The adjustment will not have a significant impact on the company's financial status or operational results, nor will it affect the stability of the management team or the implementation of the employee stock ownership plan [5] - The supervisory board has confirmed that the adjustment complies with relevant regulations and does not harm the interests of the company or its shareholders [5][6]

Core Viewpoint - The legal opinion letter from Anhui Tianhe Law Firm confirms that Hefei Xinhui Microelectronics Co., Ltd. has complied with necessary approvals and authorizations for its 2025 Employee Stock Ownership Plan (ESOP) adjustments, aligning with relevant regulations and guidelines [2][5][7]. Group 1: Legal Framework and Compliance - The law firm was commissioned to provide legal advice regarding the company's 2025 ESOP, based on various laws and regulations including the Company Law and Securities Law [2]. - The company conducted necessary meetings and obtained approvals from its board of directors, supervisory board, and shareholders for the ESOP adjustments on specified dates in 2025 [3][4][5]. Group 2: Adjustment Details - The adjustment was necessitated by the company's 2024 annual profit distribution plan, which involved a cash dividend of approximately 0.0936 yuan per share, calculated based on the adjusted total share capital [5][6]. - The adjusted purchase price for the shares under the ESOP is approximately 4.32 yuan per share, reflecting the cash dividend deduction from the initial purchase price [6]. Group 3: Conclusion - The law firm concludes that the company has fulfilled all necessary approvals for the ESOP adjustments, which are in compliance with the relevant guidelines [7].

Core Points - The company announced the achievement of vesting conditions for the second vesting period of the 2023 restricted stock incentive plan, allowing for the vesting of 2,234,000 shares, with 2,072,000 shares from the initial grant and 162,000 shares from the reserved grant [1][18][26] Group 1: Incentive Plan Overview - The 2023 restricted stock incentive plan was approved, with a total of 10,460,000 shares granted, representing 4.91% of the company's total share capital as of the announcement date [1][4] - The plan includes a total of 66 initial grantees and 3 reserved grantees [2][4] Group 2: Vesting Conditions - The vesting conditions for the second vesting period of the initial grant and the first vesting period of the reserved grant have been met, allowing for the vesting of 223,400 shares [18][26] - The vesting schedule specifies that 30% of the shares will vest after 12 months, 20% after 24 months, 20% after 36 months, and 30% after 48 months from the grant date [6][7] Group 3: Performance Assessment - The performance assessment for the incentive plan is based on the company's average annual revenue from 2020 to 2022, with specific growth rate targets set for each assessment year [8][21] - If the company fails to meet the performance targets in any given year, the corresponding shares for that year will not vest and will be forfeited [8][22] Group 4: Grantee Details - The initial grant includes 64 active grantees, with 2 individuals having their shares forfeited due to personal reasons [15][26] - The vesting amounts for the initial grant include 280,000 shares for the chairman and general manager, and various amounts for other senior management and core technical personnel [25][26]

Core Viewpoint - The legal opinion letter confirms that Hefei Xinhui Microelectronics Co., Ltd. has complied with necessary approvals and authorizations regarding the adjustment of stock grant prices, the first grant of the second vesting period, and the cancellation of certain restricted stocks under the 2023 Restricted Stock Incentive Plan [4][15]. Summary by Sections Approval and Authorization - On May 29, 2023, the company's board approved the draft of the 2023 Restricted Stock Incentive Plan and related proposals, with independent directors providing their opinions [4][5]. - The supervisory board also approved the relevant proposals and confirmed the eligibility of the incentive objects on the same date [5]. - The first extraordinary general meeting of shareholders on June 15, 2023, approved the draft of the incentive plan and authorized the board to handle related matters [6]. - Subsequent meetings in June 2024 and July 2025 further approved adjustments to the grant price and the vesting conditions [6][7]. Adjustment Details - The adjustment of the grant price was necessitated by the company's 2024 annual equity distribution plan, which involved a cash dividend of approximately 0.0936 yuan per share [8]. - The adjusted grant price for the restricted stocks is approximately 6.49 yuan per share, calculated based on the formula provided in the incentive plan [8]. Vesting Conditions - The second vesting period for the first grant of restricted stocks is set from June 17, 2025, to June 16, 2026, while the first vesting period for reserved stocks is from June 14, 2025, to June 13, 2026 [9][10]. - The vesting conditions have been met, as the company has not encountered any disqualifying events as outlined in the incentive plan [10][11]. Performance Metrics - The performance assessment for the second vesting period is based on the company's revenue growth, with a target growth rate of 60% for full vesting [12]. - The company reported a revenue of approximately 1.5 billion yuan for 2024, reflecting a growth rate of 91.27% compared to the average revenue from 2020 to 2022 [12]. - For the first vesting period, the company reported a revenue of approximately 1.24 billion yuan for 2023, with a growth rate of 57.79% [13]. Cancellation of Restricted Stocks - The company has canceled 35,000 shares of restricted stocks due to one incentive object leaving the company, which disqualifies them from the incentive plan [14][15]. - The cancellation aligns with the provisions of the incentive plan regarding the treatment of unvested stocks for departing employees [15].