| 证券代码：688536 | 证券简称：思瑞浦 | 公告编号：2025-048 | | --- | --- | --- | | 转债代码：118500 | 转债简称：思瑞定转 | | 第四届董事会第六次会议决议公告 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。 一、董事会会议召开情况 思瑞浦微电子科技（苏州）股份有限公司（以下简称"公司"）第四届董事 会第六次会议通知已于 2025 年 8 月 15 日发出，会议于 2025 年 8 月 25 日在公司 会议室以现场结合通讯表决的方式召开。本次会议应参加董事 9 名，实际参加董 事 9 名。本次会议由董事长 ZHIXU ZHOU（周之栩）主持。会议的召集与召开 符合《中华人民共和国公司法》和《思瑞浦微电子科技（苏州）股份有限公司章 程》等相关规定，表决形成的决议合法、有效。 二、董事会会议审议情况 （一）审议通过《关于<2025 年半年度报告>及其摘要的议案》 公司董事会认为《2025 年半年度报告》及其摘要的编制和审议程序符合法 律、行政法规及中国证券监督管理委员会的 ...

思瑞浦公告，2025年上半年营业收入9.49亿元，同比增长87.33%。净利润6568.67万元，上年同期亏损 6563.85万元。 ...

Core Viewpoint - The semiconductor industry is undergoing significant transformation driven by emerging technologies such as 5G, AI, and IoT, necessitating companies to strategically focus on high-potential technology sectors while also being willing to divest from less promising areas [2][3]. Group 1: Strategic Shifts in Semiconductor Companies - Major semiconductor companies are increasingly adopting a "cut and focus" strategy, which involves exiting less profitable segments to concentrate resources on high-value areas [4][5]. - Companies like AMD, Philips, Texas Instruments, Intel, and NVIDIA have successfully transformed by implementing similar strategic shifts, demonstrating the importance of market insight and timely decision-making [4][5]. Group 2: Recent Industry Developments - Samsung, SK Hynix, and Micron have announced plans to cease DDR4 production, redirecting resources towards higher-margin products like DDR5 and HBM due to declining profitability in the DDR4 market [7][8][9][10]. - Micron has also decided to halt mobile NAND development, focusing instead on SSD and automotive NAND markets, reflecting a strategic realignment towards more profitable segments [12][13]. - Samsung's exit from MLC NAND production is driven by its marginal contribution to revenue and the shift towards more advanced NAND technologies [15]. Group 3: Company-Specific Strategic Decisions - SK Hynix has closed its CIS department to focus on high-bandwidth memory (HBM) production, capitalizing on the growing demand in AI server markets [19][20]. - TSMC has announced its exit from GaN foundry services, citing low profitability and high competition, while also planning to phase out its 6-inch wafer production to concentrate on advanced processes [21][22][23]. - NXP is closing several 8-inch wafer fabs to invest in 12-inch manufacturing, aligning with the industry's shift towards larger wafers for better efficiency and cost-effectiveness [24][25][26]. Group 4: Broader Industry Trends - The semiconductor industry is witnessing a trend of companies divesting from low-margin businesses and reallocating resources to high-potential areas such as AI and advanced manufacturing processes [46][47]. - This trend reflects a broader industry movement towards optimizing business structures and enhancing competitiveness in a rapidly evolving market landscape [46][47].

Group 1 - The Shanghai Composite Index is at 3783.05 points, above the five-day moving average, with a change of 0.32% [1] - The total trading volume of A-shares today is 1,080.3 billion yuan [1] - A total of 276 A-shares have prices that have surpassed the five-day moving average, with notable stocks including San Chuan Wisdom, Ping Gao Co., and Tong Hui Electronics, showing divergence rates of 13.32%, 13.23%, and 9.93% respectively [1] Group 2 - The top three stocks with the highest divergence rates from the five-day moving average are: - San Chuan Wisdom (300066) with a price increase of 20.06% and a divergence rate of 13.32% [2] - Ping Gao Co. (688227) with a price increase of 19.99% and a divergence rate of 13.23% [2] - Tong Hui Electronics (833509) with a price increase of 16.85% and a divergence rate of 9.93% [2] - Other notable stocks include Ding Tai Gao Ke (301377) with a divergence rate of 8.41% and An Fu Technology (603031) with a divergence rate of 7.32% [2]

Core Viewpoint - The company announces a share reduction plan by its Vice President and Director, Feng Ying, due to personal funding needs, involving a maximum of 540,000 shares, which is up to 0.4% of the total share capital [3][10]. Group 1: Shareholding Information - As of the announcement date, Feng Ying holds 9,161,459 shares, representing 6.75% of the company's total share capital [2]. - The shares held by Feng Ying were acquired before the company's initial public offering and are subject to a lock-up period that ended on September 21, 2023 [2][3]. Group 2: Reduction Plan Details - Feng Ying plans to reduce his holdings through block trades or centralized bidding within three months after the announcement, starting 15 trading days later [3]. - The reduction price will be determined based on market conditions at the time of the sale, and adjustments will be made if there are changes in share structure during the reduction period [3][10]. Group 3: Previous Commitments - Feng Ying had previously committed not to transfer or manage his shares for 36 months post-IPO and has specific annual limits on share transfers thereafter [6][8]. - The commitments include conditions for extending the lock-up period if the stock price falls below the issue price within six months post-IPO [6][8]. Group 4: Compliance and Legal Framework - The reduction plan complies with relevant laws and regulations, including the Company Law and Securities Law, ensuring no circumstances prevent the share reduction [10]. - The company and its shareholders will adhere to disclosure obligations during the reduction process [10].

Mergers and Acquisitions - ST Jinggu plans to sell 51% stake in Huayin Wood Industry, which is expected to constitute a major asset restructuring. The sale will be settled in cash and will not change the controlling shareholder or actual controller of the company. The revenue from Huayin Wood Industry is projected to account for 87.02% of the company's total revenue in 2024, leading to a significant decline in the company's main business scale and potentially triggering delisting risk warning indicators [1] - Zhengye Technology intends to sell 92.07% stake in its subsidiary Zhengye Jiukun through public listing, with a minimum transfer price of 100,000 yuan. The transaction aims to optimize resource allocation, improve asset operation efficiency, and focus on core business [2] - Yunnan Baiyao plans to acquire 100% stake in An Guo Shi Ju Yao Tang Pharmaceutical Co., Ltd. for 660 million yuan. The target company specializes in the production and sales of traditional Chinese medicine pieces and has a stable profitability [3] Performance Disclosure - Chipeng Microelectronics reported a 106% year-on-year increase in net profit attributable to shareholders, reaching 90.49 million yuan, with a revenue of 636 million yuan, up 40.32% [4] - Tongxing Technology achieved a net profit growth of 166% year-on-year, amounting to 52.48 million yuan, with a revenue of 405 million yuan, reflecting a 33.49% increase [5] - Dongfang Caifu reported a 37.27% year-on-year increase in net profit attributable to shareholders, totaling 5.567 billion yuan, with total revenue of 6.856 billion yuan, up 38.65% [6] Shareholding Changes - A shareholder, Zhongyi Weiye, plans to reduce its stake in Aosaikang by up to 2%, equivalent to 18.56 million shares, within three months after the announcement. The reduction is due to the shareholder's operational development needs [7] - The controlling shareholder's concerted actor, Yiyang Investment, intends to reduce its stake in Jizhi Technology by up to 1.05%, or 273,640 shares, within three months after the announcement, driven by funding needs [8] - Feng Ying, a director and deputy general manager of SIRUI, plans to reduce his stake by up to 0.4%, or 54,000 shares, within three months after the announcement, due to personal funding needs [9] Risk Matters - A customer of Awai New Materials, TPI Composites, Inc., has filed for bankruptcy protection, which may impact the company's performance. The company has accounts receivable of approximately 32.37 million yuan due by November 30, 2025, and is assessing the situation to protect its interests [10] - A major shareholder of Huitian New Materials, Zhang Feng, has been sentenced to seven years and nine months in prison for manipulating the securities market. This judgment is final and does not affect the company's operations or profits [11]

Core Viewpoint - The company announces a share reduction plan by its Vice President and Director, FENG YING, due to personal financial needs, involving a maximum of 540,000 shares, which represents up to 0.4% of the total share capital [1][2][3] Shareholder and Management Information - FENG YING holds 9,161,459 shares, accounting for 6.75% of the company's total share capital, with these shares acquired before the company's initial public offering (IPO) [1][2] - The shares held by FENG YING include those obtained through capital reserve conversion since the company's listing [2] Reduction Plan Details - The reduction will occur through block trades or centralized bidding, with a planned period from September 6, 2025, to December 5, 2025 [2][3] - The selling price will be determined based on market conditions at the time of the sale [1][2] Previous Reduction Activities - In the past 12 months, FENG YING has reduced holdings by 198,902 shares, representing 0.15% of the total shares, at prices ranging from 120.00 to 132.58 yuan per share [2] Compliance and Commitments - FENG YING has made commitments regarding share transfers, including a limit of 25% of his total holdings per year and a six-month lock-up period post-employment termination [4][5] - The company confirms that the current reduction plan aligns with previously disclosed commitments and complies with relevant laws and regulations [6][7]

Shareholder Reduction - Boliview's chairman Zhang Zhiping plans to reduce holdings by no more than 2.3756 million shares [1] - Weitang Industrial's specific shareholder Gaoxin Venture plans to reduce holdings by no more than 701,400 shares [1] - Jizhi Technology's Jiyang Investment plans to reduce holdings by no more than 1.05% of shares [1] - Aosaikang's shareholder Zhongyi Weiye plans to reduce holdings by no more than 2% of shares [1] - Shutaishen's shareholder Xiangtang Group plans to reduce holdings by no more than 2% of shares [1] - Qinsong's shareholder Ruizhong Life plans to reduce holdings by no more than 1% of shares [1] - Changchun Yidong's shareholder FAW Equity Company plans to reduce holdings by no more than 2.97% of shares [1] - Sirui Pu's director and deputy general manager Feng Ying plans to reduce holdings by no more than 540,000 shares [1] - Bixing Wulian's Biyuan has cumulatively reduced 1% of the company's shares [1] - Jidan Biological's Nanjing Aiji has cumulatively reduced 666,600 shares [1] Financial Performance - Leike Defense reported a net loss of 41.6721 million yuan in the first half of the year [1] - Zhenhua New Materials reported a net loss of 217 million yuan in the first half of the year [1]

Summary of Key Points Core Viewpoint - On August 15, a total of 14 A-share listed companies disclosed their share reduction plans, with no companies announcing share increases on the same day [1]. Group 1: Companies and Their Reduction Plans - Weitang Industrial: High-tech Investment plans to reduce its shares by no more than 701,400 shares [2] - Boliview: Actual controller and concerted parties plan to reduce their holdings by no more than 3% [2] - Runbei Hangke: Shareholders Lin Xiaoke and Huang Youlian plan to reduce their holdings by no more than 0.09% [2] - Aosaikang: Shareholder Zhongyi Weiye plans to reduce its holdings by no more than 2% [2] - Jizhi Technology: Controlling shareholder's concerted parties plan to reduce their holdings by no more than 1.05% [2] - Zhaobiao Co.: Director and General Manager Wu Mingxi and CFO Lin Li plan to reduce their shares [2] - Siripu: Director and Deputy General Manager Feng Ying plans to reduce their holdings by no more than 0.4% [2] - Shutaishen: Xiangtang Group plans to reduce its holdings by no more than 2% [2] - Zhongxin Fluorine Materials: Gaobao Mining reduced 2,166,000 shares, bringing its holding ratio below 5% [2] - Aerospace Science and Technology: Zhang Shiwai plans to reduce no more than 2,600 shares [2] - Lihua Technology: Shareholder Guokexinhua plans to reduce 5.5 million shares [2] - Kang En Bei: Kang En Bei Group plans to reduce its holdings by no more than 1% [2] - Western Gold: Huiyuan Company plans to reduce its holdings by no more than 1% [2] - Changchun Yidong: Qiche Equity Company plans to reduce its holdings by no more than 2.97% [2]

Mergers and Acquisitions - ST Jinggu plans to sell 51% stake in Huayin Wood Industry, which is expected to constitute a major asset restructuring. The sale will be settled in cash and is not expected to change the controlling shareholder or actual controller. The revenue from Huayin Wood is projected to account for 87.02% of the company's total revenue in 2024, leading to a significant decline in the company's main business scale, potentially triggering delisting risk warning indicators [1] - Zhengye Technology intends to sell 92.07% stake in its subsidiary Zhengye Jiukun through public listing, with a minimum transfer price of 100,000 yuan. Post-transaction, Zhengye Jiukun and its subsidiaries will no longer be included in the company's consolidated financial statements. The transaction aims to optimize resource allocation and improve asset operation efficiency [2] - Yunnan Baiyao plans to acquire 100% stake in An Guo Shi Ju Yao Tang for 660 million yuan. Ju Yao Tang specializes in the production and sales of traditional Chinese medicine pieces and has a stable profitability [3] Performance Disclosure - Chipeng Microelectronics reported a 106% year-on-year increase in net profit attributable to shareholders, reaching 90.49 million yuan, with a revenue of 636 million yuan, up 40.32% year-on-year [4] - Tongxing Technology achieved a net profit growth of 166% year-on-year, amounting to 52.48 million yuan, with a revenue of 405 million yuan, reflecting a 33.49% increase [5] - Dongfang Caifu reported a 37.27% year-on-year increase in net profit attributable to shareholders, totaling 5.567 billion yuan, with total revenue of 6.856 billion yuan, up 38.65% [6] Shareholding Changes - A shareholder, Zhongyi Weiye, plans to reduce its stake in Aosaikang by up to 2%, equivalent to 18.56 million shares, within three months after the announcement. The reduction is due to the shareholder's operational needs [7] - The controlling shareholder's concerted actor, Yiyang Investment, intends to reduce its stake in Jizhi Technology by up to 1.05%, or 273,640 shares, within three months after the announcement, driven by funding needs [8] - Feng Ying, a director and vice president of SIRUI, plans to reduce his stake by up to 0.4%, or 54,000 shares, within three months after the announcement, due to personal funding needs [9] Risk Matters - A client of Aowei New Materials, TPI Composites, has filed for bankruptcy protection, which may impact the company's performance. The company has accounts receivable of approximately 3.237 million yuan due by November 30, 2025, and is assessing the situation to protect its interests [10] - A controlling shareholder's concerted actor, Zhang Feng, has been sentenced to seven years and nine months in prison for manipulating the securities market. This judgment is final and does not affect the company's operations or profits [11]