证券代码：688521 证券简称：芯原股份 公告编号：2025-022 芯原微电子（上海）股份有限公司 2024年年度股东大会决议公告 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） 股东大会召开的时间：2025 年 6 月 17 日 （二） 股东大会召开的地点：上海市浦东新区张江高科技园区松涛路 560 号张 江大厦 20 楼芯原股份会议室 （三） 出席会议的普通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 | 346 | | --- | --- | | 普通股股东人数 | 346 | | 2、出席会议的股东所持有的表决权数量 | 283,441,964 | | 普通股股东所持有表决权数量 | 283,441,964 | | 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 | 56.5918 | | 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（%） | 56.5918 | （四） 表决 ...

| 证券代码：688521 证券简称：芯原股份 公告编号：2025-022 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 芯原微电子（上海）股份有限公司 | | | | | | | | | | 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 | ? | | | | | | | | | 会议召开和出席情况 | 一、 | | | | | | | | | （一） 股东大会召开的时间：2025 6 | | 年 | 月 17 | 日 | | | | | | 560 （二） 股东大会召开的地点：上海市浦东新区张江高科技园区松涛路 | | | | | | | | 号张 | | 江大厦 20 楼芯原股份会议室 | | | | | | | | | | （三） 出席会议的普通股 ...

FANGDA PARTNERS http://www.fangdalaw.com 中国北京市朝阳区光华路一号 电子邮 件 E-mail: email@fangdalaw.com 北京嘉里中心北楼 27 层 电 话 Tel.: 86-10-5769-5600 邮政编码：100020 传 真 Fax: 86-10-5769-5788 Beijing 100020, PRC 上海市方达（北京）律师事务所 关于芯原微电子（上海）股份有限公司 致：芯原微电子（上海）股份有限公司 上海市方达（北京）律师事务所（以下简称"本所"）是具有中华人民共和国 境内法律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席芯 原微电子（上海）股份有限公司（以下简称"公司"）2024 年年度股东大会（以下 简称"本次股东大会"），并就本次股东大会的召集和召开程序、参与表决和召集 会议人员的资格、表决程序和表决结果等有关事宜出具本法律意见书。 本法律意见书依据《中华人民共和国公司法》 《中华人民共和国证券法》 《上 市公司股东会规则》及其他相关中华人民共和国境内已公开颁布并生效的法律、 法规、规章及规范性文件（以下合称"中国法律法 ...

Core Insights - The "Eight Articles" of the Sci-Tech Innovation Board have revitalized the capital market ecosystem, with significant growth in M&A activities and IPOs for unprofitable companies [1] - Since the release of the "Eight Articles," there have been 106 new M&A transactions on the Sci-Tech Innovation Board, with 60 completed and a total transaction value exceeding 140 billion yuan [1] - Institutional innovations are strengthening the connection between "hard tech" companies and the capital market, enhancing the flexibility of capital to promote technological advancements [1] Group 1: Company Responses to "Eight Articles" - Baili Tianheng's chairman highlighted that the "Eight Articles" have deepened reforms and increased support for high-quality development of unprofitable companies, allowing for successful IPOs even before profitability [1] - Jinghe Integrated's chairman noted that the "Eight Articles" have improved financing efficiency and innovation mechanisms, enabling the company to issue 2 billion yuan in technology innovation bonds [2] - Chip Origin's chairman mentioned that the "Eight Articles" support refinancing for R&D, allowing the company to accelerate its strategic layout in Chiplet technology [3] Group 2: Recommendations for Future Reforms - Tianyue Advanced's chairman expressed the need for more long-term capital to focus on outstanding Sci-Tech Innovation Board companies and suggested enhancing the inclusivity of capital operations for hard tech companies [7] - Du Jinhao from Ailis proposed increasing liquidity by attracting more long-term funds and promoting international connectivity for quality Sci-Tech enterprises [7] - The emphasis on improving corporate governance and enhancing profitability through cash dividends was also highlighted as a key area for development [4]

Market Overview - The main funds in the Shanghai and Shenzhen markets experienced a net outflow of 47.673 billion yuan, with the Sci-Tech Innovation Board seeing a net outflow of 1.553 billion yuan [1] - A total of 213 stocks saw net inflows, while 374 stocks faced net outflows [1] Sci-Tech Innovation Board Performance - On the Sci-Tech Innovation Board, 111 stocks rose, with one stock, Jin Chengzi, hitting the daily limit, while 474 stocks declined [1] - C Ying Stone, listed for five days, had a notable increase of 0.92% [1] Fund Flow Analysis - Among the stocks with net inflows, Hengxuan Technology led with a net inflow of 678 million yuan, followed by Shengyi Electronics and Borui Pharmaceutical with net inflows of 105 million yuan and 89.213 million yuan, respectively [1][2] - The stock with the highest net outflow was Chip Origin Technology, which fell by 4.22% with a net outflow of 134 million yuan [1][2] Continuous Fund Flow - There are 40 stocks that have seen continuous net inflows for more than three trading days, with the longest being Baichu Electronics and Youlide, both at seven days [2] - Conversely, 155 stocks have experienced continuous net outflows, with Bohui Technology leading at 16 consecutive days [2] Top Stocks by Fund Flow - The top stocks by net inflow include: - Hengxuan Technology: 67.752 million yuan, 19.85% inflow rate, 2.90% increase [2] - Shengyi Electronics: 10.531 million yuan, 10.19% inflow rate, 4.55% increase [2] - Borui Pharmaceutical: 8.921 million yuan, 7.88% inflow rate, 2.50% decrease [2] Stocks with Significant Outflows - The stocks with the most significant outflows include: - Chip Origin Technology: -134 million yuan, -4.22% decrease [1][2] - Haoyuan Pharmaceutical: -102 million yuan, -2.50% decrease [1][2] - Kingsoft Office: -102 million yuan, -2.50% decrease [1][2]

Group 1: TMT Sector Insights - The core viewpoint of the report indicates that the TMT sector's congestion has decreased, suggesting that a barbell strategy may be the optimal solution at present [3] - Based on the trend model, certain value sectors such as non-ferrous metals, agriculture, banking, and building materials are in the "strong trend - low congestion" area [3] - The report highlights that the building materials, non-bank financials, military industry, new energy, and steel sectors are in the "high prosperity + strong trend" quadrant, showing significant changes compared to the first quarter [3] Group 2: Investment Recommendations - The report recommends focusing on stable value sectors (banking, non-bank financials, steel, agriculture, building materials) on one hand, and technology sectors (electronics, communications, military, new energy, and innovative pharmaceuticals) on the other hand, as a barbell strategy [3] Group 3: Company-Specific Insights - For Chipone Technology (688521.SH), the company is projected to achieve revenues of 3.18 billion, 4.06 billion, and 5.88 billion yuan in 2025, 2026, and 2027 respectively, with year-on-year growth rates of 36.9%, 27.6%, and 45.0% [5] - The report anticipates that the net profit attributable to the parent company for Chipone Technology will be 10 million, 60 million, and 140 million yuan for the same years, reflecting significant growth rates of 101.8%, 505.1%, and 125.3% [5] - Eastroc Beverage (003012.SZ) is expected to generate revenues of 6.01 billion, 6.11 billion, and 6.58 billion yuan from 2025 to 2027, with a compound annual growth rate of 17.8% [8] Group 4: Industry Performance Overview - The report lists the top-performing industries over the past year, with pharmaceuticals and biotechnology leading at 10.4%, followed by agriculture at 2.8% and textiles at 13.4% [1] - Conversely, the worst-performing industries include defense and military, food and beverage, and machinery, with declines of 17.5%, 3.1%, and 26.0% respectively over the past year [1] Group 5: Resource Expansion Insights - The report notes that Yubang Mining's silver resource has been confirmed to increase to 21,600 tons, with an additional 6,147 tons added, which is above expectations [9] - The projected revenues for Yubang Mining are expected to be 5.86 billion, 6.68 billion, and 8.32 billion yuan from 2025 to 2027, with net profits of 2.06 billion, 2.41 billion, and 3.13 billion yuan respectively [9]

Investment Rating - The report gives a "Buy" rating for the company, marking the first coverage of the stock [4][5]. Core Views - The company is positioned as a leading provider of one-stop customized chip design and semiconductor IP licensing services, focusing on R&D to drive future growth [14][17]. - The demand for self-developed ASICs from cloud vendors is surging, presenting historical opportunities for the chip design service industry [2][38]. - There is a pressing need for domestic semiconductor IP, with the company ranked first in China and eighth globally in terms of sales revenue [3][4]. Summary by Sections One-Stop Customized Chip Design & IP - The company offers comprehensive chip customization services and semiconductor IP licensing, with a strong emphasis on R&D and talent development [14][17]. - As of Q1 2025, the company has a record high order backlog of 24.56 billion yuan, indicating robust future revenue potential [1][11]. ASIC Demand Surge - The chip design service industry is experiencing a significant demand increase for self-developed ASICs, particularly from major cloud service providers [2][38]. - The company has strong supply chain capabilities, enabling it to meet the self-development needs of large enterprises [2][38]. Semiconductor IP Localization - The company is the leading provider of semiconductor IP in China, with a wide range of applications for its NPU and GPU IP products [3][4]. - The localization of semiconductor IP is critical, and the company is well-positioned to benefit from the trend towards domestic alternatives [3][4]. Profit Forecast and Investment Recommendations - Revenue projections for the company are 31.8 billion yuan in 2025, 40.6 billion yuan in 2026, and 58.8 billion yuan in 2027, with expected growth rates of 36.9%, 27.6%, and 45.0% respectively [4][9]. - The company is expected to turn profitable by 2025, with a projected net profit of 0.1 billion yuan, growing significantly in subsequent years [4][9].

Industry Rating - The industry rating is maintained at "Outperform" [1] Core Insights - The report suggests that the years 2025-2026 are expected to mark the commercialization of AI Agents, driven by advancements in large model capabilities and the introduction of key players like OpenAI, Anthropic, Microsoft, and Google [2][3] - The total addressable market (TAM) for AI Agents is estimated at approximately 3.61 trillion yuan, with significant opportunities in vertical industries such as IT and finance [2][3] - AI Agents are projected to replace specific standardized roles in various sectors, with a focus on enhancing productivity and ROI for businesses [3][48] Summary by Sections Investment Rating - The report maintains a rating of "Outperform" for the industry [1] Market Potential - The total addressable market (TAM) for AI Agents is estimated at 3.61 trillion yuan, calculated based on total salary levels, replacement rates, and efficiency optimization [50][54] - The report highlights six core scenarios where AI Agents are expected to penetrate first, including coding, banking, human resources, legal, cybersecurity, and customer service [61][62] Key Industry Insights - AI Agents are anticipated to significantly impact the banking sector, with 54% of jobs having a high potential for automation, leading to an estimated TAM of 1774.32 billion yuan in this field [71][77] - In the coding sector, AI is expected to automate up to 99% of coding tasks by the end of 2025, with a TAM of approximately 4357.84 billion yuan [63][68] - The report emphasizes that AI Agents will first replace roles in high-salary, white-collar industries such as finance, IT, and law, where the ROI for AI implementation is more favorable [55][57] Company Recommendations - The report suggests monitoring companies involved in general office applications and enterprise SaaS, as well as those in vertical markets like banking, human resources, and cybersecurity [3][4]

Investment Rating - The report assigns a "Buy" rating for the company, marking the first coverage of the stock [1]. Core Insights - The company leverages its proprietary semiconductor IP to lead in chip design and semiconductor IP licensing services, with a focus on AI hardware and software chip customization platforms [2][14]. - The company has initiated a Chiplet strategy, concentrating on AIGC and intelligent driving, which is expected to enhance its core competitiveness and profitability [9][51]. - The company has a robust order backlog, with over 1.16 billion yuan in hand orders for its one-stop chip customization services, indicating strong future business expansion potential [3][44]. Financial Performance - The company is projected to achieve revenues of 30.2 billion yuan in 2025, with a growth rate of 30%, and further growth in subsequent years [57]. - In 2024, the company reported a revenue of 23.22 billion yuan, a slight decrease of 0.7% year-on-year, while the net profit attributable to shareholders was a loss of 6.01 billion yuan, primarily due to a 31.7% increase in R&D expenses [21][22]. - The company has significantly increased its R&D investment, with expenses rising from 4.25 billion yuan in 2019 to 12.47 billion yuan in 2024, reflecting a compound annual growth rate of 24% [29]. Business Model and Strategy - The company has developed a comprehensive semiconductor IP matrix, including six core processor IPs and over 1,600 peripheral IPs, establishing itself as a leader in the industry [33][38]. - The one-stop chip customization service has seen rapid growth, with a 47.4% increase in revenue in 2024, indicating a strong market recognition and competitive positioning [42][44]. - The company is focusing on high-performance IP development for AIGC and intelligent driving applications, aiming to transition from a semiconductor IP licensor to a Chiplet supplier [51][52]. Market Position - The company ranks first in China and eighth globally in semiconductor IP licensing market share, showcasing its extensive technical coverage and commercial capabilities [38]. - The company has established a diverse customer base, including leading global chip design firms and cloud service providers, enhancing its brand competitiveness [45].

Core Viewpoint - The "Eight Measures for Deepening the Reform of the Sci-Tech Innovation Board" (referred to as "Eight Measures") released by the China Securities Regulatory Commission marks the beginning of a new round of reforms aimed at supporting technological innovation and new productivity development in the past year [1] Group 1: Reform Implementation and Impact - The implementation of the "light asset, high R&D investment" recognition standard has led to a surge in refinancing activities among companies on the Sci-Tech Innovation Board, with nine companies applying for refinancing totaling nearly 25 billion yuan since the standard was introduced [1][2] - The standard allows companies to use funds more flexibly, as they are no longer restricted by the previous 30% limit on supplementary working capital and debt repayment ratios [2][4] - Companies such as Cambrian and Dize Pharmaceutical have initiated significant projects in semiconductor and biopharmaceutical sectors, showcasing the vibrant innovation activity spurred by the new standard [1][2] Group 2: Company-Specific Financing Activities - Cambrian's recent fundraising of 4.98 billion yuan is the largest in its five-year history, aimed at developing chip platforms and software projects [2] - Dize Pharmaceutical's fundraising of 1.796 billion yuan is directed towards core product development and international standard innovative drug industrialization projects, with a significant portion allocated to high-uncertainty R&D expenditures [3][4] - Chip Origin's refinancing is focused on IP development, with a high percentage of funds allocated to uncertain R&D expenses, aligning with the company's strategy of maintaining high R&D investment in semiconductor technology [3][4] Group 3: Market Trends and Future Outlook - The overall market for refinancing applications has seen a notable increase since 2025, indicating a positive cycle of policy benefits leading to more active market participation [6] - The recognition standard is expected to effectively alleviate financing bottlenecks for light asset companies, enabling them to focus more on technological innovation and core competencies [6] - Over a hundred companies on the Sci-Tech Innovation Board meet the "light asset, high R&D investment" criteria, but only nine have actively pursued refinancing under the new regulations, suggesting a gradual adaptation to the new policy [6]