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 实施情况暨新增股份上市公告书 摘要 独立财务顾问 签署日期：二〇二五年九月 特别提示 1、本次发行股份购买资产的新增股份的发行价格为 4.04 元/股。 2、本次发行股份购买资产的新增股份数量为 1,313,601,972 股普通股（A 股）， 本次发行完成后公司股份数量为 8,382,687,172 股。 暨关联交易 3、本公司就本次发行股份向中国证券登记结算有限责任公司上海分公司提 交相关登记材料，本次非公开发行新股数量为 1,313,601,972 股（其中限售流通 股数量为 1,313,601,972 股），2025 年 9 月 3 日，中国证券登记结算有限责任公司 上海分公司出具了《证券变更登记证明》。 4、本次发行完成后，上市公司股权分布仍满足《公司法》《证券法》及《上 市规则》等法律法规规定的股票上市条件。 2 本次交易完成后，本公司经营与收益的变化，由本公司自行负责，由此变化 引致的投资风险，由投资者自行负责。投资者若对本公告书（摘要）存在任何疑 问，应咨询自己的股票经 ...

上海市锦天城律师事务所 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 实施情况 之 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 11、12 层 电话：021-20511000 传真：021-20511999 邮编：200120 法律意见书 案号：01F20233741 致：芯联集成电路制造股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受芯联集成电路制造股份 有限公司（以下简称"公司""上市公司"或"芯联集成"）的委托，并根据上 市公司与本所签订的《法律服务委托协议》，作为上市公司本次发行股份及支付 现金购买资产暨关联交易事项（以下简称"本次交易"）的特聘专项法律顾问。 | | | 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 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实施情况之 本所已于 2024 年 12 月 28 日出具了《上海市锦天城律师事务所关于芯联集 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法律意见 书》（以下简称"《法律意见书》"），于 2025 年 3 月 14 日出具了《上 ...

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 实施情况的 独立财务顾问核查意见 独立财务顾问 签署日期：二〇二五年九月 独立财务顾问声明 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 作本核查意见。 本独立财务顾问核查意见是依据《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，本着诚实信用和勤勉尽责的态度，就本次交易认真履行尽职调查义务，对上 市公司相关的申 ...

Core Insights - The company has achieved mass production of power management chips for AI servers and AI acceleration cards, marking a significant milestone as the first domestic 55nm BCD integrated DrMOS chip has passed customer validation and is entering large-scale production [1] - The company has launched a second-generation high-efficiency power management chip manufacturing platform for data centers, which has already attracted key customer adoption [1] - The company is transitioning from a "single device supplier" to a "foundational infrastructure for the intelligent era" as it deepens its system foundry model involving silicon carbide, analog ICs, and MCUs [2] Business Development - The revenue contribution from AI-related businesses has reached 6% within six months after establishing AI as a new business focus [2] - The AI server power system covers a three-tier power supply structure from PSU to POL, capable of replacing over 50% of the total cost of AI server power [2] - The company anticipates that by 2026, the revenue share from AI-related businesses will exceed double digits, becoming the fourth growth curve after new energy vehicles (47%), industrial control (19%), and consumer electronics (28%) [2] Strategic Goals - The company aims to achieve comprehensive profitability by 2026, driven by three main factors: continuous cost reduction through technology, optimization of production capacity structure, and deepening domestic substitution [3] - In the silicon carbide sector, the company is reducing costs by 30% through 8-inch production compared to 6-inch, and increasing single wafer output by 40% with planar to trench technology, pushing costs closer to 1.5-2 times that of IGBTs [3] - The company plans to expand its 12-inch analog IC production capacity to 40,000 wafers per month based on downstream demand, with a focus on high-margin products to enhance profitability [3]

Core Viewpoint - The semiconductor wafer fabrication capacity is expected to grow from 31.5 million wafers per month in 2024 to 33.7 million wafers per month in 2025, driven by increasing chip demand, particularly from the AI and automotive electronics sectors [1][4] Group 1: Wafer Foundry Overview - Wafer foundry refers to the manufacturing of semiconductor wafers on behalf of integrated circuit design companies without engaging in design itself, playing a crucial role in the semiconductor industry [1] - The wafer foundry industry consists of upstream semiconductor materials, equipment, and design services, midstream wafer processing services, and downstream packaging/testing services, as well as end-use applications in consumer electronics, semiconductors, photovoltaic cells, and industrial electronics [1] Group 2: Manufacturing Processes - Wafer manufacturing processes can be categorized into advanced logic processes and specialty processes, with advanced processes defined as those below 14nm and mature processes as those 28nm and above [2] - The investment required for equipment significantly increases with process node evolution, with specialty processes requiring around $2-3 billion for every 50,000 wafers of capacity, while advanced processes require at least $4 billion [2] Group 3: Industry Advantages and Challenges - The wafer foundry industry currently benefits from a clear trend towards domestic production and sustained market demand [3] - Challenges include geopolitical instability, significant first-mover advantages for leading companies, reliance on key materials, and yield issues [3] Group 4: Market Status - The semiconductor industry is currently in a favorable economic cycle, with global semiconductor sales expected to grow at a compound annual growth rate (CAGR) of 9% from 2025 to 2030, surpassing $1 trillion by 2030 [4] - TSMC dominates the wafer foundry market with a 60% market share, while China is expected to lead in mature processes by 2027, with Taiwan maintaining dominance in advanced processes [4] Group 5: Key Domestic Players - Major domestic players include SMIC, Changhong Semiconductor, Jingxin Integrated Circuit, and Chipone Integrated Circuit, with SMIC being a leading global integrated circuit wafer foundry [5] - Huahong Semiconductor is recognized for its comprehensive specialty process platform, while Jingxin Integrated Circuit leads in the LCD panel driver chip foundry market [5] - Chipone Integrated Circuit focuses on power devices, MEMS, BCD, and MCU technology platforms, with AI being a new growth area [5] Group 6: Technology Development Trends - Global capacity is expanding, with market share concentrating among leading firms, and advanced processes like 3/2nm dominating the high-end market [6] - The collaboration between packaging and process technology is evolving, with 2nm processes expected to utilize GAAFET architecture, driven by increasing HPC demand due to AI advancements [6]

Group 1 - Cambricon expects to achieve an annual revenue of 5 billion to 7 billion yuan in 2025 [3] - Guolian Minsheng plans to establish a 1.22 billion yuan fund in collaboration with Guolian Life, focusing on new productivity and smart technology investments [4] - Chipone is planning to acquire equity in Chipwise Semiconductor Technology and will suspend trading for up to 10 trading days [5] - Dongxin shares will suspend trading for up to 3 trading days due to abnormal stock trading fluctuations [6] - Zhonghuan Hailu is planning a change in company control, leading to a suspension of trading for up to 2 trading days [7] - Jinghe Integrated plans to issue H-shares and list on the Hong Kong Stock Exchange, pending shareholder and regulatory approvals [9] Group 2 - SMIC reported a 35.6% year-on-year increase in net profit for the first half of the year, with revenue of 4.456 billion USD, up 22% [10] - Northern Huachuang achieved a net profit of 3.208 billion yuan in the first half of the year, a 14.97% increase, with revenue of 16.142 billion yuan, up 29.51% [11] - Gree Electric reported a net profit of 14.412 billion yuan, a 1.95% increase, with revenue of 97.325 billion yuan, down 2.46% [12] - Wancheng Group's net profit surged by 50,358% to 472 million yuan, with revenue of 22.583 billion yuan, up 106.89% [13] - ZTE Corporation's net profit decreased by 11.77% to 5.058 billion yuan, with revenue of 71.553 billion yuan, up 14.51% [14] - Longxin Bochuang's net profit increased by 1,121.21% to 168 million yuan, with revenue of 1.2 billion yuan, up 59.54% [15] - SF Holding reported a net profit of 5.738 billion yuan, a 19.37% increase, with revenue of 146.858 billion yuan, up 9.26% [16] - CITIC Securities achieved a net profit of 13.719 billion yuan, a 29.80% increase, with revenue of 33.039 billion yuan, up 20.44% [18] - Liou Co. turned a profit with a net profit of 478 million yuan, compared to a loss in the previous year, with revenue of 9.635 billion yuan, down 9.62% [19] - Guolian Minsheng's net profit skyrocketed by 1,185.19% to 1.127 billion yuan, with revenue of 4.011 billion yuan, up 269.40% [20] - Zhongke Shuguang's net profit increased by 29.39% to 729 million yuan, with revenue of 5.85 billion yuan, up 2.41% [21] - Lingzhi Software's net profit surged by 1,002% to 112 million yuan, with revenue of 516 million yuan, down 3.04% [22] - Huasheng Tiancheng turned a profit with a net profit of 140 million yuan, compared to a loss in the previous year, with revenue of 2.262 billion yuan, up 5.11% [23] - China Galaxy reported a net profit of 6.488 billion yuan, a 47.86% increase, with revenue of 13.747 billion yuan, up 37.71% [24] - Huahong's net profit decreased by 71.95% to 74.315 million yuan, with revenue of 8.018 billion yuan, up 19.09% [25] - XGIMI's net profit increased by 2,062% to 88.662 million yuan, with revenue of 1.626 billion yuan, up 1.63% [26] - Zhongjin Gold reported a net profit of 2.695 billion yuan, a 54.64% increase, with revenue of 35.067 billion yuan, up 22.90% [27] - Zhongwei Company achieved a net profit increase of 37% to 706 million yuan, with revenue of 4.961 billion yuan, up 43.88% [28] Group 3 - Aojie Technology's shareholder Alibaba Network plans to reduce its stake by up to 3% [32] - Hengsheng Energy's actual controller plans to reduce its stake by up to 2% [33] - Jinghua New Materials' controlling shareholder plans to reduce its stake by up to 3.01% [34] - Chunzong Technology's multiple shareholders plan to reduce their stake by up to 2% [35]

8月26日，沪深两融数据显示，芯联集成获融资买入额0.69亿元，居两市第460位，当日融资偿还额0.72 亿元，净卖出247.13万元。 最近三个交易日，22日-26日，芯联集成分别获融资买入1.20亿元、1.52亿元、0.69亿元。 融券方面，当日融券卖出0.00万股，净卖出0.00万股。 ...

Investment Rating - The report maintains a rating of "Increase" for the company [4] Core Viewpoints - The company achieved a revenue of 3.495 billion yuan in the first half of 2025, representing a year-on-year growth of 21.38%. The net profit attributable to the parent company was a loss of 170 million yuan, which is a reduction in loss by 63.82% year-on-year [2] - The semiconductor industry is experiencing a recovery, driven by the demand from electric vehicles, smart driving, data centers, and AI computing needs. The global semiconductor market is expected to reach 700.9 billion USD in 2025, growing by 11.2% [3] - The company has strengthened its collaboration with end customers, leading to significant revenue growth in its module packaging business, particularly in automotive power modules and AI server applications [2][3] Financial Summary - Revenue is projected to grow from 5.324 billion yuan in 2023 to 13.006 billion yuan in 2027, with a compound annual growth rate (CAGR) of 20.7% [1] - The net profit attributable to the parent company is expected to improve from a loss of 1.958 billion yuan in 2023 to a profit of 336 million yuan in 2027 [1] - The company's return on equity (ROE) is forecasted to turn positive by 2026, reaching 3.9% in 2027 [1] Industry Insights - The demand for power semiconductors is expected to grow significantly due to the expansion of the electric vehicle market and advancements in smart technology [8] - The company has added over 10 new projects for its 6-inch SiC MOSFETs and has entered mass production with five automotive customers [8]

Core Viewpoint - Silicon carbide (SiC) is regarded as the second growth curve for the company, with significant potential in the power semiconductor market, particularly in the automotive sector [1][40]. Group 1: Financial Performance - In the first half of 2025, the company reported a net profit of -170 million, a significant reduction in losses by 63.8% year-on-year, achieving a quarterly profit of 12 million for the first time since its establishment [4][6]. - The company aims to achieve a revenue exceeding 10 billion by 2026, with a projected compound annual growth rate (CAGR) of 24% from 2025 to 2026 [23]. - The EBITDA for 2024 is expected to be 2.146 billion, with an EBITDA margin of 31.7%, aligning with global industry standards, while the gross margin is projected to improve further [9][10]. Group 2: Business Strategy and Operations - The company focuses on specialty foundry services, particularly in power devices, MEMS, BCD, and MCU technology platforms, transitioning from pure foundry services to a one-stop solution including design and packaging [7][8]. - The revenue contribution from the foundry business remains over 80%, indicating its core importance [8]. - The company has optimized its product structure, reducing the revenue share from consumer electronics from 45.6% in 2022 to approximately 28% in the first half of 2025, while increasing the share from automotive applications to around 50% [17][18]. Group 3: Market Position and Growth Potential - The company is now the largest automotive-grade IGBT production base in China and ranks as the third-largest supplier of automotive power devices domestically [19][20]. - The SiC business is expected to be a major growth driver, with revenues reaching approximately 1 billion in 2024, representing over 15% of total revenue, and a significant increase in shipment volumes [42]. - The global SiC power device market is projected to grow from over 3 billion in 2024 to 10.3 billion by 2030, with a CAGR of about 20.7%, primarily driven by the automotive sector [40]. Group 4: Capital Expenditure and Cash Flow - The company reported a net operating cash inflow of 981 million in the first half of 2025, a 77.1% increase year-on-year, indicating improved cash flow management [24]. - Capital expenditures have decreased significantly, with 2024's capital spending dropping to 3.558 billion, down from over 10 billion in previous years [27]. - The company is currently focused on completing the construction of the Chip Pioneer project, which is expected to enhance its production capacity significantly [30][31]. Group 5: Acquisition and Future Outlook - The company plans to acquire 72.33% of Chip Lian Yuezhou for a total consideration of approximately 5.897 billion, which will allow it to fully control the SiC business operations [35][39]. - Despite the acquisition, the target company is currently operating at a loss, with a revenue of 2.264 billion and a loss of 1.052 billion in 2024, which may impact the company's profitability in the short term [43][44]. - Management maintains the goal of achieving overall profitability by 2026, despite the challenges posed by the acquisition [46].

Group 1 - The core viewpoint of the article is that Shanghai Securities has given a "buy" rating to Chipone Integrated Circuits (688469.SH) based on its strategic positioning in the new energy industry and its potential for growth in various sectors [2] Group 2 - The company is focusing on building a domestic one-stop system foundry platform, which aligns with new trends in the new energy supply chain [2] - Cost reduction in the supply chain is driving application penetration, particularly in the silicon carbide segment, which is expected to unlock significant growth potential [2] - The company is also investing in AI and humanoid robotics, aiming to create a new growth trajectory [2]