上 市 公 司 2025 年 09 月 26 日 紫光国微 (002049) —— 股权激励保障长期增长，把握公司成长新起点 报告原因：有业绩公布需要点评 买入（维持） | 市场数据： | 2025 年 09 月 25 日 | | --- | --- | | 收盘价（元） | 84.00 | | 一年内最高/最低（元） | 86.77/48.36 | | 市净率 | 5.6 | | 股息率%（分红/股价） | 0.25 | | 流通 A 股市值（百万元） | 71,352 | | 上证指数/深证成指 | 3,853.30/13,445.90 | | 注："股息率"以最近一年已公布分红计算 | | | 基础数据: | 2025 年 06 月 30 日 | | --- | --- | | 每股净资产（元） | 14.95 | | 资产负债率% | 27.23 | | 总股本/流通 A 股（百万） | 850/849 | | 流通 B 股/H 股（百万） | -/- | 一年内股价与大盘对比走势： 09-25 10-25 11-25 12-25 01-25 02-25 03-25 04-25 05-25 06-25 ...

Market Overview - The market experienced fluctuations with the ChiNext Index dropping over 1% and a total trading volume of 1.37 trillion yuan, a decrease of 173.3 billion yuan from the previous trading day [1] - Over 2,500 stocks declined, while the wind power sector showed strength with multiple stocks hitting the daily limit [1][3] - The Shanghai Composite Index fell by 0.18%, the Shenzhen Component Index by 0.79%, and the ChiNext Index by 1.17% [1] Wind Power Sector - The wind power sector continued its strong performance, with stocks like Weili Transmission and Jixin Technology hitting the daily limit [1][3] - The National Energy Administration reported that as of August, the cumulative installed capacity for wind power reached 580 million kilowatts, a year-on-year increase of 22.1% [3] - Analysts expect domestic wind power installation demand to remain resilient, highlighting investment opportunities in key component suppliers and submarine cable companies [3] Semiconductor Industry - The semiconductor supply chain showed signs of recovery, with stocks like Saiwei Microelectronics hitting the daily limit and reaching historical highs [1][3] - Despite some activity, most semiconductor stocks still experienced slight declines overall [11] Automotive Sector - The automotive sector was active, with stocks like Shuguang and Sailyus hitting the daily limit [1][4] - Sailyus announced plans to issue up to 331 million overseas listed shares, which has been approved by the China Securities Regulatory Commission [4][22] - Some electric vehicle manufacturers are gradually improving profitability, with companies like Leap Motor and Xiaopeng Motors expected to reach breakeven by 2025 [7] Nonferrous Metals Sector - The nonferrous metals sector remained active, with stocks like Jingyi and Shengtun Mining showing significant gains [3][31] - The China Nonferrous Metals Industry Association expressed strong opposition to "involution" competition in the copper smelting industry [4][31] - The Grasberg mine in Indonesia, which accounts for about 3% of global copper supply, announced a force majeure due to a landslide, impacting global supply [4][31] Military Industry - The military sector rebounded, with stocks like Hangyu Technology and Hangya Technology showing notable gains [7][25] - Analysts predict a new upward cycle for the defense industry from 2025 to 2027, with 2025 marking a significant turning point [25]

Market Overview - A-shares experienced fluctuations in the morning session, with the ChiNext index dropping over 1% [1] - The total trading volume in the Shanghai and Shenzhen markets reached 1.37 trillion, a decrease of 173.3 billion compared to the previous trading day [1] - More than 2,500 stocks in the market declined [1] Sector Performance - Wind power concept stocks showed strong performance, with Jixin Technology achieving two consecutive trading limits and Weili Transmission hitting the daily limit [3] - The semiconductor industry chain saw partial recovery, with Saiwei Microelectronics touching the daily limit and reaching a historical high, while Unisoc also hit the daily limit [3] - The automotive sector was active, with Shuguang Co. and Sairisi both reaching the daily limit [3] - In contrast, gaming stocks collectively retreated, with Jibite hitting the limit down [3] - Sectors with notable gains included wind power equipment, military equipment, and pesticides, while gaming and computing hardware sectors faced significant declines [3] - By the end of the trading session, the Shanghai Composite Index fell by 0.18%, the Shenzhen Component Index dropped by 0.79%, and the ChiNext Index decreased by 1.17% [3]

Core Viewpoint - The trading volume of Unisoc Microelectronics reached 5.444 billion yuan, marking a new high since March 6, 2025, with the latest stock price increasing by 7.70% and a turnover rate of 7.06% [2] Summary by Category - **Trading Performance** - The stock's trading volume hit 5.444 billion yuan, the highest since March 6, 2025 [2] - The stock price rose by 7.70% [2] - The turnover rate was recorded at 7.06% [2] - The previous trading day's total volume was 3.648 billion yuan [2]

Core Points - Unisoc Microelectronics Co., Ltd. revised its articles of association in September 2025 to enhance corporate governance and protect the rights of shareholders, employees, and creditors [1][2] - The revised articles detail the company's business objectives, scope, share management, and the roles of shareholders, the board of directors, and senior management [1][2] - The company aims to create returns for shareholders and a positive environment for employees through improved governance, focusing on quality, market, and efficiency [1][2] Share Management - The total number of shares is 849,608,288, all of which are ordinary shares with a par value of 1 yuan per share [1] - The articles specify rules for share issuance, reduction, repurchase, and transfer, limiting financial assistance for acquiring shares to specific conditions approved by the shareholders' meeting or board of directors [1] Shareholders and Shareholders' Meeting - The articles outline the rights and obligations of shareholders, the behavior of controlling shareholders and actual controllers, and the procedures for convening, proposing, notifying, and voting at shareholders' meetings [2] - The shareholders' meeting has significant powers, including electing directors and reviewing profit distribution plans, with specific standards for reviewing major matters like external guarantees [2] Board of Directors - The board consists of nine directors responsible for convening shareholders' meetings, executing resolutions, and determining business plans [2] - The articles define the qualifications, responsibilities, and resignation procedures for directors, as well as the roles of specialized committees such as the audit committee, nomination committee, and compensation committee [2] Senior Management and Governance - The articles regulate the appointment, responsibilities, and obligations of senior management, emphasizing the role of the party organization in corporate governance [2] - Comprehensive regulations are established for financial accounting, profit distribution policies, internal audits, and other corporate actions such as mergers, capital increases, and dissolutions [2]

Core Points - Unisoc Microelectronics Co., Ltd. has revised its articles of association to optimize corporate governance and improve operational standards in accordance with the latest laws and regulations in China [1][2] - The revisions cover various aspects including organizational behavior, shareholder rights, board of directors, and senior management [1] Group 1: Organizational Behavior and Shareholder Rights - The company has clarified the protection of legal rights for shareholders, employees, and creditors, and made adjustments to registration information and responsibilities of the legal representative [1] - Significant changes have been made to shareholder rights and obligations, including detailed provisions for reviewing and copying company materials, and clarifications on invalid or non-existent resolutions of the shareholder and board meetings [1] - New chapters have been added regarding the rights and obligations of controlling shareholders and actual controllers, including restrictions on share transfers [1] Group 2: Board of Directors - The composition of the board has been changed from seven to nine directors, with adjustments to board powers and the addition of new responsibilities [1] - Independent directors and specialized committees have been introduced, with detailed regulations on the qualifications, duties, and special powers of independent directors [1] - Specialized committees such as audit, nomination, and remuneration committees have been established with clearly defined responsibilities [1] Group 3: Senior Management and Other Revisions - Adjustments have been made to the titles of senior management personnel, along with improvements to appointment restrictions and duties of loyalty and diligence [2] - A new departure management system and related responsibilities have been introduced [2] - The profit distribution policy, internal audit system, and notification methods have also been revised, with corresponding adjustments made to clause numbering and formatting [2]

Core Viewpoint - Unisoc (002049.SZ) has announced a stock option incentive plan for 2025, aiming to grant a total of 16.8 million stock options to its incentive targets, with an initial grant of 15.6 million options at an exercise price of 66.61 yuan per option [1] Summary by Sections - **Stock Option Details** - The company plans to grant 16.8 million stock options, with 15.6 million options being the initial grant [1] - The exercise price for the stock options is set at 66.61 yuan per option [1] - **Incentive Targets** - A total of 466 individuals are proposed to be granted the stock options [1] - **Plan Duration** - The incentive plan will be effective from the date of stock option authorization until all granted options are exercised or canceled, with a maximum duration of 60 months [1]

智通财经APP讯，紫光国微(002049.SZ)披露2025年股票期权激励计划(草案)，公司拟向激励对象授予股 票期权数量为1680万份(首次授予股票期权1560.14万份)，行权价格为66.61元/份。拟首次授予激励对象 人数466人。本激励计划有效期自股票期权授权之日起至激励对象获授的股票期权全部行权或注销完毕 之日止，最长不超过60个月。 ...

| 证券代码：002049 | 证券简称：紫光国微 | 公告编号：2025-089 | | --- | --- | --- | | 债券代码：127038 | 债券简称：国微转债 | | 紫光国芯微电子股份有限公司 关于聘任董事会秘书的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、聘任公司董事会秘书情况 紫光国芯微电子股份有限公司（以下简称"公司"）于 2025 年 9 月 25 日召 开第八届董事会第三十次会议，审议通过了《关于聘任董事会秘书的议案》。经 公司董事长陈杰先生提名，董事会提名委员会审核并建议，董事会同意聘任佟晓 丹女士为公司董事会秘书（简历详见附件），任期自本次董事会审议通过之日起 至公司第八届董事会任期届满之日止。 佟晓丹女士具备履行董事会秘书职责所需的工作经验和专业知识，持有证券 交易所颁发的董事会秘书任前培训证明，符合相关法律法规、《深圳证券交易所 股票上市规则》及《紫光国芯微电子股份有限公司章程》等相关规定。 公司董事会秘书佟晓丹女士联系方式如下： 电话：010-56757310 传真：010-56757366 邮箱：ton ...

| 证券代码：002049 | 证券简称：紫光国微 | 公告编号：2025-088 | | --- | --- | --- | | 债券代码：127038 | 债券简称：国微转债 | | 紫光国芯微电子股份有限公司 关于增选非独立董事的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 一、增选非独立董事情况 紫光国芯微电子股份有限公司（以下简称"公司"）于 2025 年 9 月 25 日召 开第八届董事会第三十次会议，审议通过了《关于修订<公司章程>的议案》《关 于增选非独立董事的议案》等议案。 《公司章程》修订后，公司将取消监事会，由董事会审计委员会行使《中华 人民共和国公司法》规定的监事会职权；同时调整董事会席位，董事会成员由原 七名董事增加至九名董事。鉴于公司拟调整董事会席位，增加两名非独立董事， 经公司控股股东西藏紫光春华科技有限公司提名，董事会提名委员会审核并建 议，同意增选马宁辉先生、邬睿女士为公司第八届董事会非独立董事（简历详见 附件），任期自公司股东会审议通过之日起至公司第八届董事会任期届满之日止。 上述议案尚需提交公司股东会审议。马宁辉先 ...