Core Viewpoint - Shanghai Nanchip Semiconductor Technology Co., Ltd. plans to issue convertible bonds to unspecified investors, with a total fundraising amount not exceeding RMB 193,338.11 million, aimed at financing projects in the field of intelligent power management chips and industrial application sensors [2][14][15]. Meeting Details - The second supervisory board's ninth meeting was held on September 5, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1][2]. Resolutions Passed - The supervisory board approved the proposal for the company to issue convertible bonds, confirming compliance with relevant laws and regulations [2][17]. - The proposal for the issuance of convertible bonds was passed, with a maximum issuance of 19,333,811 bonds, each with a face value of RMB 100.00 [2][3]. - The bonds will have a duration of six years, with interest paid annually [3][4]. Fund Utilization - The raised funds will be allocated to the development and industrialization of intelligent power management chips and industrial application sensors, with the total amount earmarked for these projects being RMB 193,338.11 million [14][15]. Rights and Obligations of Bondholders - Bondholders will have the right to convert their bonds into shares and participate in profit distribution on par with existing shareholders [12][13]. - The company will not provide guarantees for the convertible bonds [16]. Conditions for Redemption and Sale - The company has outlined conditions under which it may redeem the bonds or allow bondholders to sell them back, including scenarios where the stock price remains below certain thresholds [9][10][11]. Future Planning - The company has proposed a three-year shareholder return plan for 2025-2027 to enhance transparency in profit distribution and cash dividends [22].

前次募集资金使用情况鉴证报告 上海南芯半导体科技股份有限公司 容诚专字[2025] 230Z1921 号 容诚会计师事务所(特殊普通合伙) 中国·北京 目 录 序号 内 容 页码 容诚会计师事务所（特殊普通合伙） 总所：北京市西城区阜成门外大街 22 号 E-mail:bj@rsmchina.com.cn https://www.rsm.global/china/ 容诚专字[2025] 230Z1921 号 上海南芯半导体科技股份有限公司全体股东： 我们审核了后附的上海南芯半导体科技股份有限公司（以下简称南芯科技）董 事会编制的截至 2025 年 6 月 30 日止的《前次募集资金使用情况专项报告》。 一、 对报告使用者和使用目的的限定 本鉴证报告仅供南芯科技为申请发行证券之目的使用，不得用作任何其他目 的。我们同意将本鉴证报告作为南芯科技申请发行证券所必备的文件，随其他申报 材料一起上报。 二、 董事会的责任 按照中国证券监督管理委员会发布的《监管规则适用指引——发行类第 7 号》 编制《前次募集资金使用情况专项报告》是南芯科技董事会的责任，这种责任包括 保证其内容真实、准确、完整，不存在虚假记录、误导性陈 ...

Core Viewpoint - The company has established a three-year shareholder dividend return plan for 2025-2027 to ensure a scientific, sustainable, and stable dividend decision-making and supervision mechanism, aiming to actively return to shareholders and promote long-term and rational investment concepts [1] Group 1: Principles of the Plan - The board of directors has formulated the plan based on the company's articles of association, current operational realities, and project investment funding needs, balancing shareholder returns with long-term development [2] Group 2: Considerations for the Plan - The plan considers industry characteristics, development stages, strategic goals, funding costs, external financing environments, operational models, funding needs, future profit scales, cash flow conditions, and financing plans [2] Group 3: Dividend Distribution Methods - The company will distribute dividends through cash, stock, or a combination of both, prioritizing cash dividends when conditions allow [3] - Cash dividends will be implemented if the distributable profit is positive, cash flow is sufficient, and there are no significant capital expenditures [3] Group 4: Conditions for Cash and Stock Dividends - The company aims for a minimum cash dividend of 10% of the distributable profit each year, with higher percentages based on the company's development stage and capital expenditure needs [3] - In mature stages without significant expenditures, cash dividends should be at least 80% of the profit distribution [3] Group 5: Distribution Timing and Decision Mechanism - The company plans to conduct cash dividends annually, with the possibility of mid-term cash dividends based on profitability and cash flow [4] - The board will propose dividend plans for shareholder approval, ensuring independent directors can voice concerns if they believe the plan may harm shareholder interests [4][5] Group 6: Shareholder Communication and Approval - The company will actively communicate with shareholders, especially minority shareholders, to gather opinions before the annual meeting [5] - Any adjustments to the dividend policy must meet the conditions set in the articles of association and require a two-thirds majority approval from shareholders [5][6] Group 7: Information Disclosure - The company will disclose detailed information about the dividend distribution plan and cash dividend policy in regular reports, ensuring transparency and compliance with regulations [6] Group 8: Other Provisions - Any matters not covered in the plan will be executed according to national laws and the company's articles of association, with the board responsible for interpretation [7]

Core Business - The company is a leading domestic designer of analog and embedded chips, focusing on research, design, and sales of power and battery management solutions, providing high-performance and cost-effective solutions for clients [1][2] - The product portfolio includes mobile device power management chips, smart energy management chips, automotive electronics chips, and microcontrollers (MCUs), catering to consumer electronics and industrial applications [2][3] Fundraising and Investment Plans - The company plans to raise up to 1,933.38 million yuan through the issuance of convertible bonds, with the net proceeds allocated to specific projects [3][4] - The total investment for the smart power management chip project is 459.24 million yuan, aimed at developing power management products for high-current applications [5][6] Smart Power Management Chip Project - The project will address technical challenges in high-current scenarios, developing multi-phase controllers and high-current power management integrated circuits (PMICs) for CPUs and GPUs [5][6] - The project aligns with market trends in AI and high-performance computing, aiming to enhance the company's competitive position and profitability [6][10] Automotive Chip Development Project - The automotive chip project has a total investment of 843.44 million yuan, focusing on developing various chips for vehicle body systems, cockpit systems, and intelligent driving systems [17][18] - The project aims to increase the localization rate of automotive chips, addressing supply chain security and enhancing the company's market position in the automotive sector [18][19] Industrial Sensor and Control Chip Project - The industrial application project has a total investment of 630.80 million yuan, focusing on developing optical sensors, inertial sensors, and high-precision digital controllers [26][28] - The project aims to improve the localization rate of sensor chips and enhance the company's technological capabilities in the sensor market [27][28]

Group 1 - The company plans to issue convertible bonds to raise funds not exceeding 1,933.38 million yuan for enhancing core competitiveness and profitability [1][2] - The total investment for the smart power management chip project is 459.24 million yuan, with a construction period of three years [2][3] - The project aims to develop power management products for high current applications, addressing technical challenges in multi-phase architecture and high current scenarios [3][4] Group 2 - The project will help the company capture market opportunities, expand its business scope, and enhance profitability by developing power management products for various applications [3][4] - The project aligns with national policies and industry trends, contributing to reshaping the competitive landscape and driving technological breakthroughs [4][5] - The company aims to break the monopoly of foreign suppliers and improve its industry position by developing multi-phase power solutions [4][5] Group 3 - The domestic market for power management solutions is expected to accelerate as local companies enhance their capabilities in chip design and supply chain integration [5][6] - The project will focus on developing multi-phase power management products, which are essential for high-performance computing and AI applications [6][7] - The company has a strong technical foundation and talent pool, with 68.35% of its workforce in R&D, ensuring the feasibility of the project [12][13] Group 4 - The automotive chip project aims to develop various chips for vehicle systems, enhancing the company's market position in the automotive sector [13][14] - The project aligns with the growing demand for domestic automotive chips, addressing supply chain security and reducing reliance on foreign suppliers [14][15] - The company plans to leverage its existing customer relationships to expand its product offerings in the automotive chip market [19][20] Group 5 - The industrial application project focuses on developing sensors and control chips, aiming to fill the gap in high-end sensor technology in China [21][22] - The project will enhance the company's capabilities in sensor technology, addressing the increasing demand from various industries [22][23] - The company aims to develop proprietary sensor technologies to reduce dependence on foreign products and improve supply chain security [23][24]

Core Viewpoint - Shanghai Nanchip Semiconductor Technology Co., Ltd. has announced that it has not faced any penalties or regulatory measures from securities regulatory authorities or stock exchanges in the past five years [1][2]. Group 1: Company Compliance and Governance - The company has adhered to the laws and regulations of the People's Republic of China, including the Company Law and Securities Law, since its listing [1]. - It has continuously improved its corporate governance structure and established sound internal management and control systems to enhance governance levels [1]. Group 2: Regulatory Status - A self-examination revealed that there have been no penalties imposed by securities regulatory authorities in the last five years [1]. - Additionally, the company has not been subject to any regulatory measures from securities regulatory authorities during the same period [1].

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, analyzing the impact on immediate returns and proposing measures to mitigate dilution effects on shareholders [1][2][3] Financial Impact Analysis - The company estimates a maximum issuance of 1,933.38 million yuan in convertible bonds, with the actual amount depending on regulatory approvals and market conditions [2] - The projected net profit for the parent company is estimated at 306.90 million yuan for 2025, with scenarios considering a 0%, 10%, and 20% growth compared to the previous year [2][4] - The total share capital is expected to increase from 425,457,743 shares to 466,097,682 shares if all bonds are converted [3][4] Measures to Mitigate Dilution - The company will implement various measures to ensure effective use of raised funds and to minimize the dilution of immediate returns for shareholders [6][8] - The company emphasizes the importance of maintaining a robust governance structure and enhancing operational management to protect shareholder interests [9][10] Necessity and Feasibility of the Issuance - The projects funded by the bond issuance are deemed necessary and feasible, aimed at optimizing product structure and expanding business scale [6][7] - The investment projects will focus on power management chips, automotive chips, and industrial application sensors, aligning with market demand and technological trends [7] Commitment from Stakeholders - The controlling shareholders and management have made commitments to uphold the measures designed to mitigate the dilution of immediate returns [10][11] - The board of directors and senior management have pledged to avoid actions that could harm the company's interests and to ensure the execution of the proposed measures [10][11]

Fundraising Overview - The company raised a total of RMB 254,056.47 million by issuing 63.53 million shares at a price of RMB 39.99 per share, with a net amount of RMB 237,483.71 million after deducting issuance costs of RMB 16,572.76 million [1] - As of June 30, 2025, the company has invested RMB 90,667.58 million in projects and used RMB 75,060.61 million for permanent working capital, with a remaining balance of RMB 77,046.39 million [2][7] Fund Usage and Management - The company has implemented a special account storage system for the management of raised funds, in compliance with relevant laws and regulations [2][3] - The total amount of funds stored in special accounts as of June 30, 2025, includes various bank accounts with specific balances, ensuring proper oversight [3] Project Investment and Changes - The overall investment progress of the raised funds reached 71.49% as of August 28, 2025 [4] - The company has changed the project from "Testing Center Construction Project" to "Chip Testing Industrial Park Construction Project," with a total investment of RMB 144,250.24 million, divided into two phases [4][5] Financial Management of Idle Funds - The company has approved the use of idle funds for cash management, allowing up to RMB 12 billion to be invested in safe and liquid financial products, with a maximum investment period of 12 months [6][7] - As of June 30, 2025, the balance of temporarily idle funds used for cash management was RMB 6,000.00 million [7] Project Benefits and Performance - The "Testing Center Construction Project" is expected to enhance the company's R&D capabilities, although it does not generate direct economic benefits [9] - The projects funded by the raised capital are anticipated to improve the company's financial structure and cash flow, indirectly enhancing overall performance [9] Compliance and Reporting - The actual use of raised funds aligns with previously disclosed information, with no discrepancies noted in the company's periodic reports [10]

Core Points - The document outlines the rules for the bondholders' meeting of Shanghai Nanchip Semiconductor Technology Co., Ltd, aiming to standardize the organization and behavior of such meetings, define the rights and obligations of bondholders, and protect their legal rights [1][2]. Group 1: General Provisions - The rules are established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as guidelines from the China Securities Regulatory Commission and the Shanghai Stock Exchange [1]. - The convertible bonds are issued according to the terms specified in the offering prospectus, and the bondholders are defined as those who acquire the bonds through legal means [2]. Group 2: Rights and Obligations of Bondholders - Bondholders have the right to receive interest as per the prospectus, convert their bonds into company shares, and participate in bondholders' meetings to exercise their voting rights [4]. - Bondholders are obligated to comply with the terms of the bond issuance and pay the subscription funds according to their holdings [5]. Group 3: Authority of the Bondholders' Meeting - The bondholders' meeting has the authority to make decisions on various matters, including changes to the offering prospectus and responses to the company's failure to pay interest [8]. - Decisions made by the bondholders' meeting are binding on all bondholders, regardless of their attendance or voting status [4]. Group 4: Convening the Bondholders' Meeting - The meeting is generally convened by the company's board of directors or the bond trustee within 30 days of receiving a proposal to hold the meeting [6]. - Notifications for the meeting must be published at least 15 days prior and should include essential details such as time, location, and agenda [9]. Group 5: Voting and Resolutions - Each bondholder has one vote per bond held, and resolutions require approval from more than half of the bondholders present at the meeting [30][38]. - The results of the voting must be announced and recorded, ensuring transparency and accountability in the decision-making process [36][40].

证券代码：688484 证券简称：南芯科技 上海南芯半导体科技股份有限公司 Southchip Semiconductor Technology（Shanghai）Co.,Ltd. （中国（上海）自由贸易试验区盛夏路 565 弄 54 号（4 幢）1601） 向不特定对象发行可转换公司债券预案 二〇二五年九月 上海南芯半导体科技股份有限公司 向不特定对象发行可转换公司债券预案 声明 假记载、误导性陈述或重大遗漏，按照诚信原则履行承诺，并承担相应的法律责 任。 由公司自行负责；因本次向不特定对象发行可转换公司债券引致的投资风险由投 资者自行负责。 公司董事会对本次向不特定对象发行可转换公司债券的说明，任何与之相反的声 明均属不实陈述。 专业顾问。 转换公司债券相关事项的实质性判断、确认、批准或注册。本预案所述本次向不 特定对象发行可转换公司债券相关事项的生效和完成尚待公司股东会审议、上海 证券交易所发行上市审核并报经中国证券监督管理委员会（以下简称"中国证监 会"）注册，且最终以中国证监会注册的方案为准。 上海南芯半导体科技股份有限公司 向不特定对象发行可转换公司债券预案 释义 在本预案中，除非文义另有所指，下 ...