证券代码：688484 证券简称：南芯科技 公告编号：2025-074 上海南芯半导体科技股份有限公司 2025年第四次临时股东会决议公告 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 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 11 月 13 日 （二） 股东会召开的地点：上海市浦东新区盛夏路 565 弄 54 号 D 幢 1201 南芯 科技会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 114 | | --- | --- | | 普通股股东人数 | 114 | | 2、出席会议的股东所持有的表决权数量 | 180,362,166 | | 普通股股东所持有表决权数量 | 180,362,166 | | 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 | 42.5433 | | 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（ ...

上海市锦天城律师事务所关于 上海南芯半导体科技股份有限公司 2025 年第四次临时股东会的 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 楼 电话：021-20511000 传真：021-20511999 邮编：200120 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 关于上海南芯半导体科技股份有限公司 2025 年第四次临时股东会的法律意见书 一、本次股东会召集、召开的程序 （一） 经本所律师查验，本次股东会由董事会提议并召集，根据公司董事 会 2025 年 10 月 28 日发布的《上海南芯半导体科技股份有限公司关于召开 2025 年第四次临时股东会的通知》（以下简称"召开通知"），本次股东会由公司董 事会召集，并且公司董事会已作出相关决议。根据会议通知，本次股东会将于 2025 年 11 月 13 日召开，公司董事会已就召开本次股东会提前 15 日以公告方式 向全体股东发出通知。会议通知的内容包括会议时间、地点、方式、召集人、会 议审议议题、股权登记日以及会议出席对象、登记方法等内容。 根据本次股东会的议程，提请本次股东会审议的议案为： 上海市锦天城律师事 ...

Core Viewpoint - The company is actively investing in research and development of high-voltage power management chips, focusing on solid-state transformers and AI computing power supply ecosystems [1] Group 1: Technology and Innovation - Solid-state transformers are being recognized as an innovative technology in the power electronics field due to their efficiency, compactness, and intelligence [1] - The company has developed products such as HV-Buck that can be applied in solid-state transformers and inverters [1] Group 2: Market Focus - The company is concentrating on the AI computing power supply ecosystem, particularly in the high current sector [1] - Key areas of focus include multi-phase controllers, DrMos, and high current DCDC [1] Group 3: Strategic Development - The company is accelerating the research and development of related power supply and driver chips in the high-voltage side power sector [1] - This strategy aims to seize the significant opportunities presented by the domestic demand for AI computing power supply chips [1]

Core Viewpoint - The domestic analog chip industry is experiencing "collective growth with internal differentiation" driven by technological iteration and market demand in Q3 2025, with financial reports from 10 representative companies revealing both resilience among leading firms and competitive dynamics in a recovering market [1] Revenue Landscape - The total revenue of 10 analog chip manufacturers reached 7.087 billion yuan in Q3 2025, showing an overall growth trend [2] - Leading the high-growth segment, Jiehuate achieved a revenue increase of 71.18% year-on-year, followed by SIRUIPO and NAXINWEI with increases of 70.29% and 62.81% respectively, driven by technological breakthroughs in high-end analog chips and overall industry recovery [2][5] - Nanchip Technology ranked second in growth with a revenue increase of 40.26%, benefiting from its strong presence in consumer electronics and expectations of further growth in the second half of the year [2] Profitability Analysis - The total net profit attributable to shareholders of the 10 manufacturers was 346 million yuan, with a non-recurring net profit of 170 million yuan, indicating significant differentiation in profitability compared to revenue [6] - Shengbang's net profit reached 142 million yuan, up 34.02% year-on-year, while Awei Electronics reported a net profit of 119 million yuan, up 37.93% [6] - Conversely, NAXINWEI and Jiehuate reported net losses of 62 million yuan and 165 million yuan respectively, highlighting the competitive pressures within the industry [7] R&D Investment Trends - The total R&D investment among the 10 manufacturers was 1.184 billion yuan, reflecting varying recognition and strategic focus on technological iteration [8] - Jiehuate led in R&D investment with 258 million yuan, a 52.19% increase year-on-year, representing 34.20% of its revenue [8][11] - Nanchip Technology and Awei Electronics also increased their R&D investments significantly, with growth rates of 51.32% and 21.04% respectively, indicating a heightened focus on innovation [11] Market Dynamics - The competition among leading firms is intensifying as the analog chip sector approaches a critical phase, with companies emphasizing high-quality R&D investments to maintain competitive advantages [11][12] - The differentiation in R&D investment and its effectiveness in translating into competitive strength will be crucial as the industry undergoes potential reshuffling [12]

Investment Rating - The report maintains a "Buy" rating for the company [2][7] Core Insights - The company has shown a steady revenue growth for eleven consecutive quarters, with a total revenue of 2.38 billion yuan in the first three quarters of 2024, representing a year-on-year increase of 25.34%. However, the net profit attributable to the parent company decreased by 29.66% to 191 million yuan due to accelerated R&D project expansion [5] - In Q3 2024, the company achieved a revenue of 910 million yuan, a year-on-year increase of 40.26% and a quarter-on-quarter increase of 15.97%. The net profit attributable to the parent company was 69 million yuan, up 2.82% year-on-year and 15.78% quarter-on-quarter [5] - The company is actively investing in R&D, with R&D expenses amounting to approximately 459 million yuan in the first three quarters, representing a R&D expense ratio of 19.28%, an increase of nearly 4 percentage points year-on-year [5] Company Overview - The latest closing price of the company is 42.24 yuan, with a total share capital of 426 million shares and a market capitalization of 18 billion yuan [4] - The company has a debt-to-asset ratio of 15.3% and a price-to-earnings ratio of 58.67 [4] Financial Forecast - The projected revenues for 2025, 2026, and 2027 are 3.31 billion yuan, 4.21 billion yuan, and 5.30 billion yuan, respectively. The net profits attributable to the parent company are expected to be 310 million yuan, 450 million yuan, and 630 million yuan for the same years [7][9] - The company is expected to maintain a growth rate of 28.78% in 2025, 27.29% in 2026, and 25.94% in 2027 for its revenue [9] R&D and Market Position - The company is focusing on diversifying and platforming its development, particularly in automotive electronics, AI, and industrial sectors. It has launched multiple chip products in energy storage, photovoltaics, and communication fields [6] - In the automotive sector, the company is developing power management and drive chips, with products already in mass production for various applications [6]

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Insights - The company's revenue for the first three quarters of 2025 reached 2.38 billion yuan, representing a year-on-year increase of 25.34%, while the net profit attributable to the parent company was 191 million yuan, down 29.66% year-on-year [2][6] - In Q3 2025, the company achieved revenue of 910 million yuan, a year-on-year increase of 40.26% and a quarter-on-quarter increase of 15.97%, with a net profit of 69 million yuan, up 2.82% year-on-year and 15.78% quarter-on-quarter [2][6] - The platform-based growth logic is being realized, with significant revenue growth both year-on-year and quarter-on-quarter in Q3 [2][6] Summary by Sections Financial Performance - For the first three quarters of 2025, the company reported revenue of 2.38 billion yuan, a 25.34% increase year-on-year, and a net profit of 191 million yuan, down 29.66% year-on-year [2][6] - In Q3 2025, revenue was 910 million yuan, reflecting a 40.26% year-on-year increase and a 15.97% quarter-on-quarter increase, with a net profit of 69 million yuan, which is a 2.82% year-on-year increase and a 15.78% quarter-on-quarter increase [2][6] Research and Development - The company emphasizes R&D investment, with R&D expenses amounting to 459 million yuan in the first three quarters of 2025, a 53.34% increase year-on-year, representing 19.28% of revenue [14] - The company has obtained 50 new authorized patents, bringing the total to 165, with several core technologies developed independently [14] Product Development - The company has launched multiple products, including automotive-grade high-speed CAN/CAN FD transceivers and various other components, expanding its product line to cover consumer electronics and industrial applications [14] - The business is transitioning from a point-based to a platform-based strategy, indicating a maturation phase in its growth [14] Future Projections - The company is projected to achieve net profits of 273 million yuan, 445 million yuan, and 665 million yuan for the years 2025, 2026, and 2027, respectively [14]

Core Viewpoint - The company has achieved significant revenue growth and is expanding its product capabilities into high-end sectors such as AI and automotive, indicating strong future potential [1][2][3]. Group 1: Financial Performance - In Q3 2025, the company reported revenue of 910 million yuan, a year-on-year increase of 40.26% and a quarter-on-quarter increase of 15.97%, marking the 11th consecutive quarter of growth [1]. - The net profit attributable to shareholders was 69 million yuan, reflecting a year-on-year growth of 2.82% and a quarter-on-quarter increase of 15.78% [1]. - The gross margin was 36.99%, with a quarter-on-quarter improvement of 1.07 percentage points, while the net margin remained stable at 7.39% [1]. Group 2: Product Development and Market Expansion - The company is focusing on high-end consumer electronics, automotive, and AI sectors, which are expected to drive margin recovery [1]. - Recent product launches include multi-phase controllers and LLC SR controllers for AI power applications, showcasing the company's innovation in high-efficiency power management solutions [2]. - The company plans to issue convertible bonds to raise up to 1.933 billion yuan for investments in AI server power, smart automotive electronics, and industrial sensors, aiming for diversified growth [2]. Group 3: Strategic Outlook - The company is well-positioned in the domestic analog chip design market, leveraging its stable consumer product base while expanding into new growth areas [1][3]. - Revenue projections for 2025-2027 are estimated at 3.405 billion yuan, 4.269 billion yuan, and 5.341 billion yuan, with net profits expected to be 310 million yuan, 483 million yuan, and 653 million yuan respectively [3]. - The management team demonstrates strong industry insight and actively participates in R&D, sales, and supply chain management, enhancing strategic positioning [1].

Group 1 - The report highlights that the wealth management market in China has seen a significant increase in scale, reaching a new high despite valuation rectification pressures, with a third-quarter increase of 1.46 trillion yuan, which is 620 billion yuan more than the same period last year [5] - The report indicates that the financial institutions' deposit growth has slowed down, with a total increase of 4.76 trillion yuan in deposits in the third quarter, which is a decrease of 400 billion yuan year-on-year [5] - The wealth management and bond fund scales have shown a year-on-year decrease in the second half of the year, while deposits have started to recover [5] Group 2 - The report discusses the growth potential of the pool cleaning robot industry, which has a current market size of 2.5 billion USD and is expected to grow to 4.21 billion USD by 2029, with a CAGR of 11.1% from 2024 to 2029 [6] - The company is positioned as a leading player in the pool cleaning robot market, holding a 9.2% market share and ranking third globally, with the top five manufacturers accounting for approximately 74.9% of the market [6] - The report emphasizes the company's competitive advantages, including strong R&D capabilities, comprehensive product offerings, and a robust multi-channel sales strategy [6] Group 3 - The report notes that the company has experienced a slowdown in revenue growth, with a 2025 year-to-date revenue of 1.76 billion yuan, reflecting an 18.7% increase year-on-year, while net profit has decreased by 29% [11] - The company is expected to face continued pressure on profitability due to significant investments in new product molds [11] - The report projects net profits for the company to be 121 million yuan, 145 million yuan, and 171 million yuan for 2025, 2026, and 2027, respectively, indicating a decline in 2025 followed by growth in subsequent years [11] Group 4 - The report indicates that the company has achieved a significant increase in revenue and net profit, with a third-quarter revenue of 19.68 billion yuan, representing a 129.19% year-on-year growth [31] - The new game "杖剑传说" has contributed significantly to the company's revenue growth, with total revenue from this game reaching 11.66 billion yuan in the first three quarters of 2025 [31] - The report highlights the company's strong performance in overseas markets, with a 59.46% year-on-year increase in overseas revenue [33]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [2] Core Views - The company achieved a record high revenue of 9.10 billion yuan in Q3 2025, reflecting a year-on-year increase of 40.26% and a quarter-on-quarter increase of 15.97% [7] - Despite the revenue growth, the net profit attributable to shareholders decreased by 29.66% year-on-year to 1.91 billion yuan due to increased R&D investments and rising personnel costs [7] - The company continues to maintain high R&D spending, with a total of 459 million yuan in R&D expenses for the first three quarters of 2025, representing a year-on-year increase of 53.34% [7] Financial Performance Summary - For the first three quarters of 2025, the company reported: - Revenue of 2.38 billion yuan, up 25.34% year-on-year - Net profit attributable to shareholders of 191 million yuan, down 29.66% year-on-year - Non-recurring net profit of 161 million yuan, down 39.93% year-on-year [7] - The company forecasts revenues of 3.39 billion yuan, 4.21 billion yuan, and 5.21 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 325 million yuan, 515 million yuan, and 656 million yuan [7][8] - The projected PE ratios for 2025, 2026, and 2027 are 57.2, 36.1, and 28.3 respectively [7][8] Market Performance - Over the past 12 months, the company's stock has shown a performance of -20%, while the semiconductor sector has seen a performance of 31% [4]

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company has achieved a revenue of 2.38 billion yuan in the first three quarters of 2025, representing a year-on-year growth of 25.34%. The net profit attributable to shareholders is 191 million yuan, down 29.66% year-on-year [1] - In Q3 2025, the company reported a revenue of 910 million yuan, a year-on-year increase of 40.26% and a quarter-on-quarter increase of 15.97%. The net profit attributable to shareholders for the quarter was 69 million yuan, up 2.82% year-on-year and 15.78% quarter-on-quarter [1] - The company has launched multiple new products in Q3 2025, targeting various downstream sectors including industrial, automotive, and consumer applications, which is expected to enhance its growth potential [2] Financial Performance - The company forecasts revenues of 3.34 billion yuan, 4.30 billion yuan, and 5.49 billion yuan for 2025, 2026, and 2027 respectively, with year-on-year growth rates of 30%, 28.9%, and 27.7% [4] - The projected net profit attributable to shareholders for the same years is 325 million yuan, 447 million yuan, and 650 million yuan, with year-on-year growth rates of 5.8%, 37.6%, and 45.5% [4] - The current price-to-earnings (P/E) ratios are projected to be 59.4, 43.1, and 29.6 for 2025, 2026, and 2027 respectively [4] Product Development and Expansion - The company plans to issue convertible bonds to raise up to 1.933 billion yuan, which will be used for the development and industrialization of power management chips and automotive chips [3][4] - The new product lineup includes a four-phase dual-channel synchronous buck converter and an industrial-grade high-power LLC SR controller, aimed at AI servers and industrial power applications [2] - The automotive PMIC product, SC6259XQ, is designed for 12V and 24V systems, integrating multiple power outputs and safety features, enhancing the company's automotive chip portfolio [2]