证券代码：688484 证券简称：南芯科技 公告编号：2025-081 上海南芯半导体科技股份有限公司 关于变更注册资本及修订《公司章程》的公告 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。 上海南芯半导体科技股份有限公司（以下简称"公司"）已于 2025 年 12 月 25 日召开第二届董事会第十二次会议，审议通过了《关于变更公司注册资本及 修订〈公司章程〉的议案》，现将相关内容公告如下： 二、 《公司章程》修订情况 由于公司注册资本及总股本发生变更，根据《中华人民共和国公司法》《中 华人民共和国证券法》《上市公司章程指引》等相关规定，结合公司实际情况， 公司对《上海南芯半导体科技股份有限公司章程》（以下简称"《公司章程》"）相 关条款进行修订，具体内容如下： | 第六条 | 公 注 | 司 | 册 | 资 本 | 为 | 人 | 民 | 币 | 公 司 | 注 | 册 | 资 | 本 | 为 | 人 | 民 | 币 | | --- | --- | --- | --- | --- | --- | --- | --- | ...

上海南芯半导体科技股份有限公司 章程 二〇二五年十二月 | | | | 第一章 | 总则 2 | | | --- | --- | --- | | 第二章 | 经营宗旨和范围 3 | | | 第三章 | 股份 4 | | | 第一节 | 股份发行 4 | | | 第二节 | 股份增减和回购 | 6 | | 第三节 | 股份转让 8 | | | 第四章 | 股东和股东会 9 | | | 第一节 | 股东 9 | | | 第二节 | 控股股东和实际控制人 | 12 | | 第三节 | 股东会的一般规定 | 13 | | 第四节 | 股东会的召集 18 | | | 第五节 | 股东会的提案与通知 | 20 | | 第六节 | 股东会的召开 22 | | | 第七节 | 股东会的表决和决议 | 25 | | 第五章 | 董事会 30 | | | 第一节 | 董事 30 | | | 第二节 | 董事会 34 | | | 第三节 | 独立董事 41 | | | 第四节 | 董事会专门委员会 | 44 | | 第六章 | 总经理及其他高级管理人员 | 46 | | 第七章 | 财务会计制度、利润分配和审计 | 48 | | ...

Core Viewpoint - The recent surge in the semiconductor sector has shifted focus to analog chips, with leading stocks like Shengbang Co., Jihua Te, and Zhenlei Technology experiencing significant gains, indicating a potential recovery in the industry [3][4]. Group 1: Price Increases and Market Signals - Analog Devices (ADI) announced a price increase for its entire product line, effective February 1, 2026, with military-grade products seeing a rise of up to 30% [3][5]. - Texas Instruments (TI) initiated a price hike in August 2023, affecting over 60,000 models with increases ranging from 10% to 30% [3][5]. - The collective price increases from these industry giants are interpreted as strong signals of a cyclical reversal in the analog chip market, which has struggled with inventory and demand issues over the past two years [3][5][6]. Group 2: Demand Recovery and Market Dynamics - The demand for analog chips is closely tied to macroeconomic conditions, with signs of recovery in smartphone shipments, electric vehicle demand, and industrial automation driven by policy support [5][6]. - The current price increases differ fundamentally from the panic-driven hikes of 2020-2021, as they reflect strategic moves by leading companies to stabilize prices and restore profit margins rather than a response to supply chain disruptions [5][6]. Group 3: Implications for A-share Analog Chip Companies - A-share analog chip companies like Shengbang Co. and Jihua Te are expected to benefit from improved profit margins as a result of the price hikes initiated by global leaders [8][9]. - The average gross margin for the analog chip sector has declined from 42.2% in 2022 to 35.72% in 2024, with a slight recovery to 36.01% by Q3 2023, indicating the pressure faced by domestic manufacturers [9]. - If the price stability and potential increases lead to enhanced demand from downstream customers, A-share companies may experience a "volume-price rise" scenario, particularly in key areas like power management and automotive-grade chips [9].

Core Viewpoint - The recent price hikes by global semiconductor giants Analog Devices (ADI) and Texas Instruments (TI) signal a potential reversal in the semiconductor industry's cycle, particularly for the analog chip sector, which has been underperforming due to inventory digestion and weak demand over the past two years [1][2]. Group 1: Price Increases and Market Reactions - Analog Devices plans to increase prices across its entire product range by up to 30% for military-grade products starting February 1, 2026, following Texas Instruments' earlier price hikes of 10%-30% for over 60,000 models [1][2]. - The collective price increases from industry leaders are interpreted as a strong signal of a cyclical recovery, suggesting that the prolonged downturn may have reached its bottom [1][2][3]. - The market is shifting from a broad price war to a more structured "volume-price game," with high-end and automotive products showing stronger price rigidity compared to low-end general products [3]. Group 2: Demand Recovery and Industry Outlook - The demand for analog chips is closely tied to macroeconomic conditions, with signs of recovery in downstream markets, including a rebound in smartphone shipments and increased demand for electric and smart vehicles [2][4]. - The average gross margin for the analog chip sector has declined from 42.2% in 2022 to 35.72% in 2024, with a slight recovery to 36.01% by the end of Q3 this year, indicating the pressure domestic manufacturers faced during the downturn [4][5]. - The price stabilization initiated by leading companies could create a more favorable pricing environment for domestic firms, potentially aiding in gross margin recovery [5][6]. Group 3: Challenges and Future Prospects - Despite signs of recovery, domestic analog chip manufacturers face challenges, including reliance on international suppliers in consumer electronics and automotive sectors, and a need to observe the recovery strength in various fields [6]. - The potential for a "volume-price rise" scenario hinges on substantial recovery in downstream demand, particularly in key areas like power management and signal chain chips [6].

Market Overview - The Shanghai Composite Index closed at 3940.67 points, above the annual line, with a gain of 0.53% [1] - The total trading volume of A-shares reached 15,224.97 million yuan [1] Stocks Breaking Annual Line - A total of 145 A-shares have surpassed the annual line today, with notable stocks including: - Supcon Test (300887) with a deviation rate of 15.30% - New Jingang (300629) with a deviation rate of 10.60% - Yongyue Technology (603879) with a deviation rate of 9.68% [1] Deviation Rate Rankings - The top stocks with significant deviation rates from the annual line include: - Supcon Test: Today's price increased by 19.95% with a turnover rate of 15.61% [1] - New Jingang: Today's price increased by 20.02% with a turnover rate of 23.76% [1] - Yongyue Technology: Today's price increased by 10.09% with a turnover rate of 5.48% [1] Additional Notable Stocks - Other stocks that have recently crossed the annual line include: - Zhenzhen Technology (003007) with a deviation rate of 8.41% and a price increase of 9.99% [1] - Jun Da Co., Ltd. (002865) with a deviation rate of 6.95% and a price increase of 10.01% [1] - Daye Co., Ltd. (603278) with a deviation rate of 6.60% and a price increase of 9.98% [1]

Group 1 - The core point of the news is that Nanchip Technology's stock has increased by 5.14%, reaching a price of 40.33 yuan per share, with a total market capitalization of 17.248 billion yuan [1] - Nanchip Technology, established on August 4, 2015, specializes in the research, design, and sales of analog and embedded chips [1] - The company is located in the China (Shanghai) Pilot Free Trade Zone [1] Group 2 - According to data, Zhongyou Fund has a significant holding in Nanchip Technology, with its fund, Zhongyou Technology Innovation Selected Mixed A (008980), reducing its stake by 200,000 shares to hold 1.3 million shares, representing 6.02% of the fund's net value [2] - The fund has achieved a floating profit of approximately 2.561 million yuan as of the report date [2] - Zhongyou Technology Innovation Selected Mixed A (008980) has a total scale of 434 million yuan and has returned 21.78% year-to-date, ranking 4058 out of 8088 in its category [2]

Group 1 - The core point of the article is that Nanchip Technology has stated that its analog chip products are not yet used in the commercial aerospace sector [1] Group 2 - Nanchip Technology responded to investor inquiries on an interactive platform regarding the status of its products [1]

Group 1 - The core point of the article is that Nanchip Technology (688484.SH) has stated that its analog chip products are not yet used in the commercial aerospace sector [1]

Market Overview - The main board saw significant gains with stocks like Tongding Interconnection (+10.09%), Guangxun Technology (+10.01%), and Zhongci Electronics (+10.00%) leading the charge [1] - The ChiNext board also performed well, with Yidong Electronics (+20.01%), Gu'ao Technology (+20.00%), and Liant Technology (+20.00%) showing strong increases [1] - The Sci-Tech Innovation board was led by Kaipu Cloud (+20.00%), Juguang Technology (+17.34%), and Shengyi Electronics (+13.56%) [1] - Active sub-industries included SW Communication Network Equipment and Devices (+7.11%) and SW Communication Cables and Accessories (+6.90%) [1] Domestic News - Aibang ARAI announced the launch of the industry's first ultra-low power silicon-based LCD micro-display panel, model OP03021, featuring a resolution of 1632×1536 and a refresh rate of 90Hz [1] - The semiconductor sector observed a strategic acquisition by the Greater Bay Area Fund and Huada Jiutian of Sierxin, enhancing Huada Jiutian's capabilities in digital chip design and verification [1] - Texas Instruments and UBTECH Robotics entered a strategic partnership, with Texas Instruments procuring UBTECH's Walker S2 humanoid robots for deployment in production lines [1] - Xiaomi raised prices on several tablet models, with the entry-level Redmi Pad 2 seeing a price increase of approximately 20%, from 999 yuan to 1199 yuan [1] Company Announcements - Nanchip Technology plans to issue 1.933 billion yuan in convertible bonds to fund projects in smart power management chips, automotive chips, and industrial sensor and control chips [3] - Geke Micro announced a government subsidy of 60 million yuan received by its subsidiary Geke Microelectronics (Zhejiang) [3] - Mingyang Circuit projected a maximum of 5.09 million yuan in related transactions with Bai Rou New Materials for 2026, primarily for raw material procurement [3] - Pingzhi Information's subsidiary signed a 5-year contract with Inner Mongolia Unicom for computing power services, valued at 38.25 million yuan [3] Overseas News - TOPPAN plans to install an advanced semiconductor packaging R&D line at its Ishikawa factory, set to be operational by July 2026 [2] - SK Hynix's advanced semiconductor packaging factory in Indiana is set to break ground in Q1 2026, with an investment of approximately 3.87 billion USD [2] - SEM forecasts a 13.7% year-on-year increase in global semiconductor equipment sales in 2025, reaching a historical high of 133 billion USD [2] - Samsung Electronics aims to finalize the product development specifications for LPDDR6-PIM memory solutions by the end of this year, enhancing AI capabilities in edge computing devices [2]

中信建投证券股份有限公司 关于 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 之 发行保荐书 保荐人 二〇二五年十二月 保荐人出具的证券发行保荐书 保荐人及保荐代表人声明 中信建投证券股份有限公司及本项目保荐代表人周洋、贾兴华根据《中华人 民共和国公司法》《中华人民共和国证券法》等有关法律、法规和中国证监会的 有关规定以及上海证券交易所的有关业务规则，诚实守信，勤勉尽责，严格按照 依法制订的业务规则、行业执业规范和道德准则出具本发行保荐书，并保证发行 保荐书的真实性、准确性和完整性。 3-1-1 | 释 | 义 3 | | --- | --- | | 第一节 | 本次证券发行基本情况 4 | | | 一、本次证券发行具体负责推荐的保荐代表人 4 | | | 二、本次证券发行项目协办人及项目组其他成员 4 | | | 三、发行人基本情况 5 | | | 四、保荐人与发行人关联关系的说明 5 | | 第二节 | 保荐人承诺事项 7 | | 第三节 | 对本次发行的推荐意见 8 | | | 一、发行人关于本次发行的决策程序合法 8 | | | 二、本次发行符合相关法律规定 8 | | | 三、发行 ...