芯海科技（深圳）股份有限公司 2025 年度董事会审计委员会履职报告 根据《上市公司治理准则》《上海证券交易所科创板股票上市规则》《公司章 程》和《董事会审计委员会工作细则》的有关规定，作为芯海科技（深圳）股份 有限公司现任审计委员会成员，现就 2025 年度工作情况汇报如下： 一、审计委员会基本情况 公司第三届董事会审计委员会成员为余进华先生、何晓雄先生、柯春磊先生。 余进华先生为主任委员。 二、审计委员会年度会议召开情况 2025 年度，审计委员会共召开 6 次会议，全体委员均亲自出席了全部会议， 具体如下： | 召开日期 | 会议内容 审议以下议案： | 重要意见和建议 | | --- | --- | --- | | | 1、《关于公司 2024 年年度报告及摘要的议案》 2、《关于公司 2024 年度利润分配预案的议案》 | | | | 3、《关于公司 2024 年度募集资金存放与实际使用情况专 | | | 2025/3/27 | 项报告的议案》 | 一致同意通过所有议案 | | | 4、《关于公司 2025 年度对外担保预计的议案》 | | | | 5、《关于会计师事务所履职情况评估报告的议案》 | ...

芯海科技是一家 ADC+MCU 双平台驱动的全信号链芯片设计企业。公司从客户需求出发， 提供芯片、算法、应用方案等一站式解决方案，助力智能终端、计算机、汽车电子、工业、 机器人等领域的应用创新，帮助客户为更多人提供美好生活。主要产品包括高精度 ADC、高 可靠性 MCU、EC 嵌入式控制芯片、PD 快充协议芯片、BMS 电池管理芯片、USB Hub 数据传输 芯片等，产品被广泛应用于汽车、工业、锂电管理、通信与计算机、手机、智能家居、可穿 戴设备等领域。公司始终致力于集成电路技术及应用领域的持续创新，旨在帮助客户创造高 价值产品，推动其商业成功。 2025 年度，公司实现营业总收入 84,855.73 万元，较上年同期增长 20.82%，系前期战 略投入新产品如系列化 BMS 芯片、智能穿戴 PPG 芯片及 USB HUB 芯片进入快速上量阶段， 叠加传统优势业务包括智能仪表、人机交互及低端消费类芯片需求回稳，出货保持稳定，推 动公司整体营收实现增长，其中：模拟信号链芯片实现销售 29,945.40 万元，较上年增长 65.20%；MCU 和 AIoT 芯片实现销售 52,303.27 万元，较上年增长 2. ...

二、董事会对独立董事独立性情况的评估意见 芯海科技（深圳）股份有限公司 董事会关于独立董事独立性自查情况的专项报告 一、独立董事独立性自查情况 芯海科技（深圳）股份有限公司（以下简称"公司"）现有独立董事 3 人， 分别为余进华先生、何晓雄先生、鲁文高先生。根据《中华人民共和国公司法》 《上海证券交易所科创板股票上市规则》《上海证券交易所科创板上市公司自律 监管指引第 1 号——规范运作》《上市公司独立董事管理办法》等法律、法规、 规章和规范性文件以及《芯海科技（深圳）股份有限公司章程》《独立董事工作 制度》等规定和要求，公司独立董事对自身的独立性情况进行了自查，并将自查 情况提交了董事会。自查结果显示，公司独立董事符合《上市公司独立董事管理 办法》第六条对独立性的相关要求，与公司以及公司主要股东之间不存在利害关 系或其他可能妨碍其进行独立客观判断的关系，能够独立履行职责，不受公司及 其主要股东、实际控制人等单位或个人的影响。 经深入核查独立董事余进华先生、何晓雄先生、鲁文高先生的任职经历以及 签署的相关自查文件，确认上述人员未在公司担任除独立董事以外的任何职务， 也未在公司主要股东公司担任任何职务，与公司以 ...

Core Viewpoint - The global semiconductor industry is experiencing a significant price increase driven by supply-demand imbalances and rising costs, with major companies like Texas Instruments, Infineon, NXP, and others leading the charge [1][5]. Group 1: Price Increases by Major Companies - Texas Instruments (TI) announced a price increase of 15%-85% across all product lines, with the highest increases in industrial control and automotive electronics, reflecting tight capacity and rising costs [2][3]. - Infineon is raising prices for power switches and related chips by 5%-15%, driven by surging demand from AI data centers and increased manufacturing costs [3][4]. - NXP has also announced price adjustments due to significant increases in costs across the supply chain, although specific product categories and price ranges were not disclosed [4][5]. Group 2: Broader Industry Trends - Other companies such as ON Semiconductor, Analog Devices, and Vishay are also implementing price increases, indicating a widespread trend across the semiconductor industry [5][6]. - The price adjustments are largely attributed to rising costs of raw materials, energy, and logistics, which have become unsustainable for manufacturers [10][11]. - The semiconductor industry is witnessing a shift from a price war to a value war, as companies seek to maintain profitability amid rising costs [9][21]. Group 3: Supply Chain Dynamics - The semiconductor supply chain is under pressure due to rising costs of key materials, particularly precious metals, which are critical for chip production [10][11]. - The demand for semiconductors is surging in sectors such as AI, electric vehicles, and industrial automation, exacerbating supply shortages and enabling manufacturers to raise prices [12][13]. - The collective price increases from semiconductor manufacturers are expected to have a cascading effect throughout the supply chain, impacting downstream industries [20][21]. Group 4: Foundry Price Increases - Foundries are also raising their prices, with major players like TSMC and Samsung adjusting their pricing strategies due to increased operational costs and capacity constraints [15][16]. - The price hikes in wafer fabrication are further tightening the profit margins for chip designers, reinforcing the necessity for price adjustments across the board [15][19]. - The shift in focus from mature to advanced process nodes by leading foundries is contributing to a structural shortage in 8-inch wafer capacity, which is critical for many semiconductor applications [18][19].

Core Viewpoint - The announcement from Chipsea Technology indicates that the shares held by the controlling shareholder, Lu Guojian, have been judicially frozen due to a dispute involving a former employee, Qiao Aiguo, which is unrelated to the company's operations [2][3]. Group 1: Shareholder Information - Lu Guojian holds 670,055 shares that are frozen, representing 1.68% of his total holdings and 0.47% of the company's total share capital [2]. - The freezing of shares is a result of a property preservation application made by Qiao Aiguo regarding a partnership dispute, and the shares will remain frozen from January 13, 2026, to January 12, 2029 [2][3]. Group 2: Impact on the Company - The frozen shares constitute a small percentage of Lu Guojian's total holdings and the company's total share capital, indicating that this event will not affect the company's control [3]. - There are no indications of non-operational fund occupation or illegal guarantees that would harm the company's interests, and the company does not foresee any impact on its daily operations [3]. Group 3: Background on Qiao Aiguo - Qiao Aiguo has a history of working in integrated circuit design, having held positions at various companies before joining Chipsea Technology in February 2009, where he served in multiple engineering roles [4].

| 证券代码：688595 | 证券简称：芯海科技 | 公告编号：2026-006 | | --- | --- | --- | | 债券代码：118015 | 债券简称：芯海转债 | | 芯海科技（深圳）股份有限公司 关于公司控股股东、实际控制人部分股份 被司法冻结的公告 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。 近日，芯海科技（深圳）股份有限公司（以下简称"公司"或"本公司"） 收到控股股东、实际控制人卢国建先生的通知，其所持有本公司部分股份被司法 冻结，现将具体情况公告如下： 一、股份冻结的具体情况 （一）本次股份被冻结的基本情况 | 股东 | 是否为 | | 占其 | 占公 | 冻结股 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 控股股 | 冻结股份 | 所持 | 司总 | 份是否 | 冻结起始 | 冻结到期 | 冻结申 | 冻结原 | | 名称 | 东、实际 | 数量（股） | 股份 | 股本 | 为限 ...

Investment Rating - The report does not explicitly state an investment rating for the company Core Insights - The semiconductor industry is experiencing a resurgence driven by increased demand for AI, leading to a price increase across various chip segments [2][3] - The company, Chipsea Technology, has faced significant financial challenges, including three consecutive years of losses, with a rising interest-bearing debt ratio reaching 41% [2][6] - Despite a projected revenue recovery in 2024 to 702 million and a further increase to 849 million in 2025, the company continues to report net losses, narrowing from 143 million in 2023 to 106 million in 2025 [6][7] Summary by Sections Company Overview - Chipsea Technology, established in 2003, focuses on high-precision ADCs, MCUs, and AIoT chips, operating under a Fabless model that emphasizes design over manufacturing [4][5] Financial Performance - The company's revenue has fluctuated significantly, with a decline in 2022 and 2023, followed by a recovery in 2024 and 2025 [6][10] - The gross margin improved to 35.5% in the first three quarters of 2025, up 7 percentage points from 2023 [13] Research and Development - R&D expenses have surged, reaching nearly 300 million in 2024, accounting for over 30% of revenue, which contributes to ongoing losses [17][18][19] - The company is investing heavily in R&D to maintain competitiveness in the ADC sector and to develop high-reliability automotive-grade chips [21][23] Market Dynamics - The MCU and ADC markets are highly competitive, with major players dominating the high-margin segments, while Chipsea faces intense competition in the low-end market [26][27][33] - The company is attempting to penetrate high-value markets such as automotive and AI, but these segments are still in early development stages and face long certification cycles [35][37] Financial Health - The company has experienced negative cash flow since 2020, with a total outflow of 530 million, necessitating external financing to sustain operations [39][41] - As of September 2025, the interest-bearing debt ratio stands at 41.4%, indicating significant financial pressure due to ongoing R&D expenditures [41][42]

Core Viewpoint - The semiconductor industry is experiencing a price surge driven by increased AI demand, affecting various chip manufacturers, including MediaTek, which is planning to raise prices as well [3][4]. Group 1: Company Overview - Chipsea Technology, established in 2003, operates in the semiconductor design sector, focusing on high-precision ADCs, MCUs, and AIoT chips, utilizing a Fabless model that emphasizes R&D over manufacturing [4][5]. - The company has faced significant revenue fluctuations, with a revenue of 702 million yuan in 2024, projected to grow by 20.82% to 849 million yuan in 2025 [5][6]. Group 2: Financial Performance - The net profit attributable to shareholders has shown a concerning trend, with a loss of 143 million yuan in 2023 and an increased loss of 173 million yuan in 2024, narrowing to a loss of 106 million yuan in 2025 [6][8]. - The gross margin improved to 35.5% in the first three quarters of 2025, up by 7 percentage points from the low in 2023, indicating a positive shift in profitability [10]. Group 3: R&D Investment - R&D expenses have surged, reaching nearly 300 million yuan in 2024, nearly six times the 50 million yuan spent in 2019, constituting about 30% of revenue even in a recovering year [14][15]. - The high R&D expenditure is essential for maintaining competitiveness in the semiconductor industry, particularly in ADC and automotive-grade chip development [17][31]. Group 4: Market Dynamics - The semiconductor market is characterized by intense competition, with major players like STMicroelectronics and NXP dominating the MCU and ADC segments, making it challenging for Chipsea Technology to gain market share [18][19]. - The company has been focusing on high-end products, including automotive-grade MCUs and AIoT chips, but these segments are still in the early stages of development and have not yet significantly contributed to overall revenue [23][26]. Group 5: Cash Flow and Debt - The company has experienced negative cash flow, with a cumulative outflow of 670 million yuan since 2020, necessitating reliance on external financing to sustain operations [29][30]. - As of September 2025, the company had a high interest-bearing debt ratio of 41.4%, indicating increasing financial pressure due to ongoing R&D investments [30][31].

Financial Performance Summary - The company achieved total operating revenue of 848.5573 million RMB, representing a year-on-year increase of 20.82% [4] - The net profit attributable to the parent company was -106.0393 million RMB, and the net profit after deducting non-recurring gains and losses was -115.6443 million RMB, indicating a decrease in losses by 66.4104 million RMB compared to the previous year [4] - Total assets at the end of the reporting period were 1,509.7519 million RMB, a decrease of 10.94% year-on-year, while equity attributable to the parent company was 747.2025 million RMB, down 1.09% year-on-year [4] Business Growth Drivers - The revenue growth was primarily driven by strategic investments in new products such as series BMS chips, smart wearable PPG chips, and USB HUB chips, which entered a rapid growth phase [4] - Traditional business segments, including smart instruments, human-computer interaction, and low-end consumer chips, showed stable demand, contributing to overall revenue growth [4]

Group 1 - The core point of the article is that Chipsea Technology announced its projected revenue and net profit for 2025, indicating a significant growth in revenue but a negative net profit [2] - The company expects to achieve a total operating revenue of 848.5573 million yuan in 2025, which represents a year-on-year increase of 20.82% [2] - The net profit attributable to the parent company is projected to be -106.0393 million yuan, indicating a loss [2]