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。 证券代码：688469 证券简称：芯联集成 公告编号：2025-043 芯联集成电路制造股份有限公司 关于召开2025年半年度业绩说明会的公告 会议召开时间：2025 年 08 月 07 日（星期四）15:00-16:30 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 度报告摘要》。为便于广大投资者更加全面深入地了解公司经营业绩、发展战略 等情况，公司定于 2025 年 08 月 07 日（星期四）15:00-16:30 在"价值在线" （www.ir-online.cn）召开芯联集成电路制造股份有限公司 2025 年半年度业绩 说明会，与投资者进行沟通和交流，广泛听取投资者的意见和建议。 二、说明会召开的时间、地点和方式 会议召开时间：2025 年 08 月 07 日（星期四）15:00-16:30 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 重要内容提示： 会 议 问 题 征 集 ： 投 ...

Core Viewpoint - The article highlights the strategic positioning and technological advancements of ChipLink Integrated, a key player in the semiconductor manufacturing sector, particularly in power semiconductors and sensors, as it navigates the evolving landscape of the industry and the AI revolution [2][3][5]. Group 1: Company Strategy and Market Position - ChipLink Integrated, under the leadership of Chairman Zhao Qi, has focused on power semiconductors and sensors, which were initially seen as unconventional choices in the industry [3][5]. - The company has rapidly ascended to become a leader in automotive-grade chips, capitalizing on the explosive growth of the new energy vehicle market [5]. - Zhao Qi emphasizes the importance of maintaining technological leadership and the necessity of continuous innovation to survive in the competitive semiconductor landscape [8][18]. Group 2: Technological Advancements - The company adopts a strategy of releasing new technologies in a staggered manner, ensuring that two generations of technology are always in development while one is in production, thus maintaining a competitive edge [8][10]. - ChipLink Integrated has recognized the critical role of AI in driving hardware requirements, particularly in efficient power management and the increasing demand for intelligent sensing capabilities [11][12]. - The implementation of AI tools has significantly improved the efficiency of chip design and process development, leading to a 30% increase in experimental efficiency [12][13]. Group 3: Financial Performance and Future Outlook - The company has faced initial losses due to heavy investments in equipment and technology, but it anticipates a turnaround in profitability, with projections for a positive gross margin in 2024 [17]. - In the first quarter of 2025, ChipLink Integrated reported a revenue of 1.734 billion, a year-on-year increase of 28.14%, with significant growth in its wafer foundry and module packaging segments [17]. - The company aims to become the largest and most advanced research and manufacturing base in China's power and analog semiconductor sector, with a long-term goal of joining the global first tier in the industry [18][19].

Core Viewpoint - The approval of the acquisition of 72.33% of Chip Union Yuezhou by Chip Union Integrated marks a significant milestone in the semiconductor industry, being the largest chip acquisition case on the Sci-Tech Innovation Board, with a transaction value of approximately 5.9 billion yuan [1][3]. Group 1: Acquisition Details - Chip Union Integrated announced the acquisition plan on June 2024, intending to pay approximately 5.9 billion yuan, with 90% of the payment in shares and 10% in cash [5]. - The acquisition will make Chip Union Yuezhou a wholly-owned subsidiary of Chip Union Integrated, enhancing its capabilities in power semiconductors and MEMS [5][7]. - Chip Union Yuezhou specializes in power semiconductor wafer foundry services, particularly in silicon carbide (SiC) technology, and is recognized for its advanced production capabilities [6][7]. Group 2: Financial Performance - Both companies are currently operating at a loss, with Chip Union Integrated reporting a total loss of 4.008 billion yuan over the past three years, while Chip Union Yuezhou has incurred losses of approximately 2.6 billion yuan [1][8]. - Chip Union Yuezhou's revenue has shown significant growth, increasing from 137 million yuan in 2022 to an estimated 1.798 billion yuan in 2024, with a projected further increase in 2024 [8][9]. - Chip Union Integrated's revenue has also been on the rise, with a forecasted revenue of 6.509 billion yuan in 2024, reflecting a year-on-year growth of 22.25% [9][10]. Group 3: Research and Development - Chip Union Integrated has invested approximately 4.21 billion yuan in R&D from 2022 to 2024, while Chip Union Yuezhou has invested around 1.241 billion yuan in the same period [9][10]. - The companies are focusing on high R&D expenditures and advanced production techniques to improve their market position and profitability in the future [8][10]. - Chip Union Integrated aims to achieve profitability by 2026, driven by its strategic focus on the new energy and AI sectors [10][11].

Core Viewpoint - The acquisition of 72.33% of ChipLink Yuzhou Integrated Circuit Manufacturing Co., Ltd. by ChipLink Integrated (688469.SH) for 5.897 billion yuan is the first merger approved by the CSRC under the new "K8 Measures," emphasizing a shift towards prioritizing "hard technology" and long-term strategic development over short-term profitability [1][7][8]. Group 1: Acquisition Details - The transaction involves ChipLink Integrated purchasing the stake in ChipLink Yuzhou through a combination of issuing shares and cash payments, with the total transaction price set at 5.897 billion yuan [2][3]. - ChipLink Yuzhou is recognized as a leading domestic producer of automotive-grade SiC MOSFET power devices, with over 90% of its products used in the main drive inverters of electric vehicles [2][3]. - The acquisition will allow ChipLink Integrated to fully control ChipLink Yuzhou, enabling integrated management of their combined production capacities of 100,000 pieces per month and 70,000 pieces per month, respectively [3]. Group 2: Financial Performance - ChipLink Integrated's net profits from 2019 to 2024 show a trend of losses, with figures of -772 million yuan, -1.366 billion yuan, -1.236 billion yuan, -1.088 billion yuan, -1.958 billion yuan, and a projected profit of 962 million yuan in 2024 [3]. - ChipLink Yuzhou has also reported continuous losses over the past three years, with losses of 700 million yuan, 1.1 billion yuan, and 868 million yuan for 2022, 2023, and 2024 (as of October 31) respectively [3]. Group 3: Regulatory Context - The rapid approval of this merger by the CSRC reflects a new regulatory direction that supports the acquisition of unprofitable "hard technology" companies, indicating a more flexible approach to the standards of "sustainable operational capability" [7][8]. - The merger is seen as a significant signal for the integration of the semiconductor industry, aligning with national strategies for semiconductor self-sufficiency and carbon neutrality [9]. Group 4: Strategic Implications - The acquisition is expected to enhance the competitive edge of ChipLink Integrated in the automotive chip foundry sector by focusing on high-tech products and business development [3]. - Analysts suggest that this merger could lead to more strategic mergers and acquisitions in the high-tech sector, particularly in areas like third-generation semiconductors and advanced packaging, driven by technological integration and market demand [8][9].

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, including stock issuance terminations, share transfers, acquisitions, and financial performance reports, which may present investment opportunities and risks for investors [2]. Major Events - Jinbo Co., Ltd. announced the termination of its plan to issue A-shares to specific investors for the year 2025 [3]. - Cross-Border Communication's largest shareholder successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4]. - Shanghai Shimao Development's subsidiary plans to sell part of its Quanzhou project for 2.053 billion yuan, expecting a net profit of approximately 163 million yuan [6]. - Prit Group's subsidiary introduced a strategic investor, Guangzhou Guoyan No. 1, through a capital increase [7]. - Caesar Travel's subsidiary intends to acquire 51% of Guotour Fujian for 16.83 million yuan [8]. - Dongfang Fortune's shareholder plans to transfer 159 million shares, representing 1% of the total share capital [9]. - Changhong High-Tech plans to acquire 100% of Guangxi Changke's equity, with shares resuming trading on July 21 [10]. - Weifu High-Tech intends to convert its B-shares to be listed on the Hong Kong Stock Exchange [11][12]. - ST Yazhen's stock will resume trading on July 21 after completing a verification process [13]. - ChipLink Integration plans to acquire 72.33% of ChipLink Yuezhou for 5.897 billion yuan [14]. - Notai Bio will be subject to risk warnings, changing its A-share abbreviation to ST Notai due to previous financial misreporting [15]. - Delisted Jinguang's stock will cease trading on July 25 [16]. - Bohui Co. plans to purchase servers and related assets for intelligent computing services, with a total expenditure not exceeding 390 million yuan [17]. Financial Performance - CICC's subsidiary reported a net profit of 987 million yuan for the first half of the year [21]. - Great Wall Motors reported a net profit of 6.337 billion yuan, a decrease of 10.22% year-on-year [22]. - Shuangjie Electric expects a net profit of 100 million to 120 million yuan, an increase of 16.03% to 39.23% year-on-year [23]. - Shentong Technology reported a net profit of 64.278 million yuan, a year-on-year increase of 111.09% [24]. - Sanhuan Group anticipates a net profit of 1.128 billion to 1.333 billion yuan, a growth of 10% to 30% year-on-year [25][26]. - Nanjing Gaoke's contract sales reached 820 million yuan, a year-on-year increase of 824.68% [27]. - Kaierda expects a net profit of 1.97 million to 2.56 million yuan, a decrease of 89.11% to 91.62% year-on-year [28]. Major Contracts - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [29]. - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of its last year's revenue [30]. - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [31]. Shareholding Changes - Hongbaoli's major shareholder plans to reduce its stake by up to 2% [33]. - Yaopi Glass's shareholder plans to reduce its stake by up to 2% [34]. - Dingsheng New Materials' shareholders plan to reduce their stake by up to 3% [35]. - Huiyun Titanium's controlling shareholder plans to reduce its stake by up to 3% [36]. - MediX's shareholder plans to reduce its stake by up to 1.49% [37]. - Aopu Optoelectronics' controlling shareholder plans to reduce its stake by up to 1% [38]. - Huada Jiutian's major shareholders plan to reduce their stakes by up to 1.5% [39][40]. Financing Activities - Zhengyu Industrial plans to raise up to 450 million yuan through a private placement [41]. - Dongwu Securities plans to raise up to 6 billion yuan through a private placement, with specific subscriptions from major investors [42]. - Weiguang Bio plans to raise up to 1.5 billion yuan for its smart industrial base project [43].

Core Viewpoint - ChipLink Integrated announced a plan to acquire 72.33% of ChipLink Yuezhou Integrated Circuit Manufacturing Co., Ltd. for a transaction price of 5.897 billion yuan, aiming for full control and resource integration in high-end semiconductor fields [1][2] Group 1: Acquisition Details - The acquisition will allow ChipLink Integrated to fully control ChipLink Yuezhou, enhancing its core competitiveness in power semiconductors, silicon carbide (SiC), and high-voltage analog ICs [1] - The transaction involves 15 counterparties and is valued at 5.897 billion yuan [1] Group 2: ChipLink Yuezhou's Capabilities - ChipLink Yuezhou has a monthly production capacity of 70,000 8-inch IGBTs and silicon-based MOSFETs, and 8,000 6-inch SiC MOSFETs, positioning it as a pioneer in the domestic automotive-grade SiC power device industry [1] - Over 90% of ChipLink Yuezhou's SiC MOSFET products are used in the main drive inverters of new energy vehicles, with the company leading domestic shipments in 2023 and the first half of 2024 [1][2] Group 3: Strategic Implications - The acquisition will enable ChipLink Integrated to optimize management efficiency and increase investment in high-value areas such as SiC MOSFETs, VCSELs (GaAs), and high-voltage analog ICs [2] - The company aims to capitalize on the rapid growth in demand for SiC devices in the new energy vehicle, photovoltaic, and energy storage markets, solidifying its leading position in the third-generation semiconductor sector [2]

Core Viewpoint - The company has received approval from the China Securities Regulatory Commission to issue shares and pay cash for the acquisition of a 72.33% stake in ChipLink Integrated Circuit Manufacturing (Shaoxing) Co., Ltd. from 15 transaction parties [1][2] Group 1 - The company plans to issue a total of 454,009,900 shares to Shaoxing Binhai New Area ChipXing Equity Investment Fund Partnership, 181,603,960 shares to Shenzhen Yuan Zhi No. 1 Private Equity Investment Fund Partnership, and additional shares to other investors as part of the transaction [1] - The approval from the regulatory body is valid for 12 months from the date of issuance [2] - The company is required to strictly follow the application documents submitted to the Shanghai Stock Exchange for this share issuance [2] Group 2 - The company must fulfill its information disclosure obligations in a timely manner according to relevant regulations [2] - The board of directors will handle the related matters of this transaction within the stipulated timeframe and ensure compliance with legal and regulatory requirements [2]

Core Viewpoint - The report outlines the independent financial advisory opinion regarding the acquisition of a 72.33% stake in ChipLink Integrated Circuit Manufacturing Co., Ltd. through a combination of share issuance and cash payment, emphasizing the strategic importance of this transaction for the company and its stakeholders [1][13]. Group 1: Transaction Overview - The transaction involves the acquisition of a 72.33% stake in ChipLink Yuanzhou Integrated Circuit Manufacturing Co., Ltd. for a total price of 589,661.33 million yuan [13]. - The main business of the target company is wafer foundry services in the power semiconductor sector, which aligns with the company's strategic focus [13]. - The transaction is classified as a related party transaction and is subject to regulatory compliance [14]. Group 2: Financial Assessment - The valuation of the target company was conducted using the market approach, resulting in an assessed value of 815,200.00 million yuan, indicating a premium of 132.77% over the transaction price [14]. - An additional assessment as of October 31, 2024, confirmed that the value of the target assets had not decreased, ensuring the protection of shareholder interests [15]. Group 3: Impact on Company Operations - Post-transaction, the company will fully control ChipLink Yuanzhou, allowing for integrated management of a combined monthly capacity of 17,000 8-inch wafers, enhancing operational efficiency [18][20]. - The acquisition is expected to bolster the company's capabilities in high-end semiconductor products, particularly in SiC MOSFET and high-voltage analog ICs, which are critical for the growing markets of electric vehicles and renewable energy [19][20]. - ChipLink Yuanzhou is recognized as a leader in the domestic market for SiC MOSFETs, with plans to scale production significantly by 2025, positioning the company competitively in the semiconductor industry [19].

华泰联合证券有限责任公司 关于芯联集成电路制造股份有限公司 发行股份及支付现金购买资产 暨关联交易 之 独立财务顾问报告 独立财务顾问 二〇二五年七月 华泰联合证券关于芯联集成发行股份及支付现金购买资产暨关联交易之独立财务顾问报告 独立财务顾问声明和承诺 华泰联合证券有限责任公司（以下简称"华泰联合"、"本独立财务顾问"） 接受芯联集成电路制造股份有限公司（以下简称"芯联集成"、"上市公司"或"公 司"）委托，担任本次发行股份及支付现金购买资产暨关联交易（以下简称"本 次交易"）的独立财务顾问，就该事项向上市公司全体股东提供独立意见，并制 作本独立财务顾问报告。 本独立财务顾问报告是依据《中华人民共和国公司法》《中华人民共和国证 券法》《上市公司重大资产重组管理办法》《上市公司并购重组财务顾问业务管理 办法》《公开发行证券的公司信息披露内容与格式准则第 26 号——上市公司重大 资产重组》《上市公司监管指引第 9 号——上市公司筹划和实施重大资产重组的 监管要求》和《上海证券交易所上市公司重大资产重组审核规则》等法律法规及 文件的规定和要求，以及证券行业公认的业务标准、道德规范，经过审慎调查， 本着诚实信用和 ...

证券代码：688469 证券简称：芯联集成 上市地：上海证券交易所 芯联集成电路制造股份有限公司 发行股份及支付现金购买资产 暨关联交易报告书 | 项 目 | 名 称 | | --- | --- | | 购买资产交易对方 | 绍兴滨海新区芯兴股权投资基金合伙企业（有限合伙）、深圳 | | | 市远致一号私募股权投资基金合伙企业（有限合伙）、厦门辰 | | | 途华辉创业投资合伙企业（有限合伙）、厦门辰途华明创业投 | | | 资基金合伙企业（有限合伙）、厦门辰途华景创业投资基金合 | | | 伙企业（有限合伙）、珠海横琴强科二号股权投资合伙企业 | | | （有限合伙）、张家港毅博企业管理中心（有限合伙）、尚融 | | | 创新（宁波）股权投资中心（有限合伙）、井冈山复朴新世纪 | | | 股权投资合伙企业（有限合伙）、华民科文（青岛）创业投资 | | | 基金合伙企业（有限合伙）、无锡芯朋微电子股份有限公司、 | | | 广东导远科技有限公司、广东辰途十六号创业投资合伙企业 | | | （有限合伙）、广州辰途十五号创业投资基金合伙企业（有限 | | | 合伙）、锐石创芯（重庆）科技股份有限公司 | 独立财务 ...