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。 特别提示： 1、自 2024 年 11 月 27 日至 2024 年 12 月 17 日，紫光国芯微电子股份有限 公司（以下简称"公司"）股票已经出现在连续三十个交易日中至少有十五个交 易日的收盘价格低于当期转股价格的 85%的情形，触发"国微转债"转股价格向 下修正条件。 2、经公司第八届董事会第十五次会议审议同意，公司董事会决定本次不行 使"国微转债"的转股价格向下修正的权利，且在次一交易日起算的未来三个月 内（即 2024 年 12 月 18 日至 2025 年 3 月 17 日），如再次触发"国微转债"转股 价格向下修正条件，亦不提出向下修正方案。从 2025 年 3 月 18 日重新起算，若 再次触发"国微转债"转股价格向下修正条件，届时公司将按照相关规定履行审 议程序，决定是否行使"国微转债"转股价格向下修正的权利。 公司于 2024 年 12 月 17 日召开了第八届董事会第十五次会议，审议通过了 《关于不向下修正"国微转债"转股价格的议案》，现将相关事项公告如下： 一、"国微转债"的基本情况 | ...

| 证券代码：002049 | 证券简称：紫光国微 公告编号：2024-058 | | --- | --- | | 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 关于预计触发可转债转股价格向下修正条件的提示性公告 1 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。 特别提示： | | | 4、转股期限：2021 年 12 月 17 日至 2027 年 6 月 9 日 5、本次触发可转债转股价格修正条件的期间从 2024 年 11 月 27 日开始计 算，截至 2024 年 12 月 10 日，紫光国芯微电子股份有限公司（以下简称"公司"） 股票已有 10 个交易日的收盘价格低于"国微转债"当期转股价格的 85%，若后 续公司股票收盘价格继续低于其当期转股价格的 85%，预计将触发"国微转债" 转股价格向下修正条件。若触发转股价格修正条件，公司将在触发转股价格修正 条件当日，召开董事会审议决定是否修正转股价格，并及时履行信息披露义务。 一、可转换公司债券的基本情况 1、发行上市情况 经中国证券监督管理委员会"证监许可[2021] ...

财联社11月2日讯（编辑 笠晨）随着上市公司2024年三季报披露完毕，养老基金最新持股动向也浮出水 面。choice数据显示，养老基金新进入51家个股的前十大流通股东名单。 其中，养老基金新增持股市值超1亿元的个股共有21只，分别为紫光国微、安井食品、德业股份、中国 人保、三美股份、安徽合力、国药股份、南微医学、振华风光、立华股份、玲珑轮胎、普洛药业、吉比 特、派林生物、兔宝宝、昆药集团、深圳机场、艾罗能源、三一重能、艾德生物和迪哲医药。 具体来看，紫光国微三季度末获养老基金新增持股市值达4.88亿元，排在第一位；安井食品获养老基金 新增持股市值达4.62亿元，位列第二；德业股份、中国人保获养老基金新增持股市值分别为3.78亿元和 3.43亿元。详细情况如下图： 从主营业务是特种集成电路、智能安全芯片的紫光国微披露的三季报来看，基本养老保险基金八零二组 合位列前十大流通股东第九席位。紫光国微10月29日发布2024年第三季度报告，前三季度实现营业收入 42.63亿元，同比下降24.56%；归属于上市公司股东的净利润10.1亿元，同比下降50.27%。基本每股收 益1.1977元。紫光国微10月31日发布投资者 ...

Investment Rating - The report maintains a "Recommend" rating for the company [4] Core Views - The company's performance is under pressure due to weaker-than-expected recovery in demand for special integrated circuits, leading to declines in both revenue and net profit [2] - Revenue for the first three quarters of 2024 was RMB 4.263 billion, down 24.56% YoY, with net profit attributable to the parent company at RMB 1.01 billion, down 50.27% YoY [2] - The company is actively expanding its market and making progress in new product development, particularly in FPGA, special memory, and network interface chips [2] - The report revises down the company's net profit forecasts for 2024/2025/2026 to RMB 1.298/1.749/2.292 billion, with corresponding P/E ratios of 42/31/24x [2] Financial Performance Summary - Revenue for 2024E is projected at RMB 5.95 billion, a 21.36% decline YoY, with net profit attributable to the parent company at RMB 1.298 billion, down 48.7% YoY [3][6] - Gross margin for 2024E is expected to be 55.97%, down from 61.19% in 2023A [6] - ROE for 2024E is forecasted at 10.49%, a significant drop from 21.72% in 2023A [6] - The company's EPS for 2024E is projected at RMB 1.53, down from RMB 2.98 in 2023A [7] Product Development and Market Expansion - The company's FPGA products maintain a leading position in the industry, with new high-performance products gaining traction and securing orders from key customers [2] - In the special memory sector, the company continues to lead with the most comprehensive product series and advanced technology, with new products already being supplied to customers [2] - Progress in network and interface chips, system-level chips, RFSoC, and general MCU products is positive, with orders secured for multiple new products [2] - The company has completed the design and tape-out of several analog products, including high-performance RF clocks, multi-channel switching power supplies, and high-performance operational amplifiers [2] Valuation and Key Metrics - The company's P/E ratio for 2024E is 42x, with a P/B ratio of 4.4x [7] - EV/EBITDA for 2024E is projected at 33.05x, indicating a relatively high valuation [7] - The dividend yield for 2024E is expected to be 0.54%, down from 1.06% in 2023A [7]

根据《公司法》、《深圳证券交易所上市公司自律监管指引第 1 号——主板上 市公司规范运作》、《公司章程》等相关规定，乔志城先生的辞职报告自送达董事 会之日起生效。截至本公告披露日，乔志城先生未持有本公司股份，亦不存在应 当履行而未履行的承诺事项。 乔志城先生辞去公司副总裁职务，不会影响公司正常生产经营。乔志城先生 在担任公司副总裁期间勤勉尽责、恪尽职守。公司及董事会对乔志城先生在任职 期间为公司经营发展所作出的贡献表示衷心的感谢！ 特此公告。 紫光国芯微电子股份有限公司董事会 2024 年 11 月 1 日 | 证券代码：002049 | 证券简称：紫光国微 公告编号：2024-057 | | --- | --- | | 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 关于公司副总裁辞职的公告 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。 紫光国芯微电子股份有限公司（以下简称"公司"）董事会于 2024 年 10 月 31 日收到公司副总裁乔志城先生提交的书面辞职报告，乔志城先生因个人原因 决定辞去公司副总裁职务，辞去上述职务 ...

紫光国芯微电子股份有限公司 关于控股子公司完成注销登记的公告 特此公告。 紫光国芯微电子股份有限公司董事会 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。 紫光国芯微电子股份有限公司（以下简称"公司"）控股子公司无锡紫光微 电子有限公司（以下简称"无锡微电子"）于 2024 年 1 月 27 日召开 2024 年第一 次临时股东会，审议通过了《关于无锡紫光微电子有限公司解散方案的议案》， 决定终止无锡微电子的经营活动，对其进行清算注销。具体内容详见公司于 2024 年 1 月 30 日在《中国证券报》及巨潮资讯网（http://www.cninfo.com.cn）上披露 的《关于拟清算注销控股子公司的公告》（公告编号：2024-005）。 近日，公司收到无锡高新技术产业开发区（无锡市新吴区）数据局出具的《登 记通知书》，准予无锡微电子的注销登记，相关注销登记手续已办理完毕。本次 注销完成后，无锡微电子不再纳入公司合并财务报表范围。本次无锡微电子清算 注销不会对公司的正常生产经营、整体业务发展和盈利水平产生重大影响，不存 在损害公司及股东、特别是中小股东利益的情 ...

Investment Rating - The report maintains a "Recommended" rating for the company [2][3]. Core Insights - The company reported a revenue of 42.63 billion yuan for the first three quarters of 2024, a year-over-year decrease of 24.56%. Net profit was 10.16 billion yuan, down 49.91%, with attributable net profit of 10.10 billion yuan, down 50.27% [3]. - The demand for special circuits is under pressure, leading to a significant decline in gross margin. The gross margin for the first three quarters of 2024 was 56.81%, a decrease of 10.98 percentage points year-over-year [3]. - Research and development expenses remain high at 9.28 billion yuan for the first three quarters of 2024, a decrease of 11.14% year-over-year, with an R&D expense ratio of 21.78%, an increase of 3.27 percentage points year-over-year [3]. - Inventory and contract liabilities have decreased, indicating weak short-term growth momentum. Inventory balance was 20.34 billion yuan, down 19.1% from the beginning of the period, and contract liabilities were 2.48 billion yuan, down 67.8% [3]. - The company is continuously updating and iterating its products, enhancing its competitive advantage. It has completed the development of over ten series of special memory and is testing new automotive domain control chips [3]. - A new management team has been elected, which is expected to improve communication and strategic implementation within the company. A stock buyback of 600 million yuan was completed in 2023, and an employee incentive plan is being developed [3]. - The investment outlook is positive, with expectations of a recovery in the military industry in 2025 and the gradual formation of a second growth curve in automotive electronics. Projected net profits for 2024-2026 are 14.79 billion yuan, 20.01 billion yuan, and 23.74 billion yuan, respectively [3][6]. Financial Forecast Summary - Revenue is projected to be 75.65 billion yuan in 2023, decreasing to 59.35 billion yuan in 2024, then increasing to 71.57 billion yuan in 2025 and 82.25 billion yuan in 2026 [6]. - Net profit is expected to decline from 25.31 billion yuan in 2023 to 14.79 billion yuan in 2024, before recovering to 20.01 billion yuan in 2025 and 23.74 billion yuan in 2026 [6]. - The gross margin is forecasted to decrease from 61.19% in 2023 to 57.20% in 2024, stabilizing around 56.11% by 2026 [6]. - The diluted EPS is projected to be 2.98 yuan in 2023, dropping to 1.74 yuan in 2024, and then increasing to 2.36 yuan in 2025 and 2.79 yuan in 2026 [6]. - The PE ratio is expected to rise from 22.90 in 2023 to 39.19 in 2024, before decreasing to 28.96 in 2025 and 24.41 in 2026 [6].

Core Viewpoint - The overall trend of special integrated circuit business orders at Unisoc Guowei has not shown significant improvement despite fluctuations in various business lines throughout the year [1] Group 1: Business Performance - There have been some individual business lines that have shown signs of order improvement, but these are insufficient to significantly enhance the overall performance of Unisoc Guowei due to the large scale of its overall business [1] - The special industry orders are currently in an observation phase, indicating a cautious outlook on future performance [1] Group 2: Pricing and Profitability - The pricing of new orders in the special business for the third quarter remains under downward pressure, with no signs of narrowing in price reductions from both clients and end-users [1] - The company is experiencing some impact on profits due to price reductions, but it is addressing this pressure through self-built industrial chains and upstream-downstream collaborations [1]

Financial Performance - In Q3 2024, the company reported a revenue of 2.72 billion CNY, a decrease of 27.25% compared to the same period last year [1] - The net profit attributable to shareholders was 0.13 billion CNY, down 50.27% year-on-year [1] - For the first nine months of 2024, the cumulative revenue was 4.56 billion CNY, reflecting a decrease of 24.56% compared to the previous year [1] Business Challenges - The decline in revenue and net profit is primarily attributed to insufficient downstream demand in the special integrated circuit business, leading to a decrease in both sales volume and unit price [1] - The overall trend in special business orders remains stable, with no significant improvement observed [2] Product Development and Innovation - The company has made breakthroughs in product R&D, particularly in special memory and automotive electronics, with over ten series of special memory completed [1] - New products, including AI smart chips and digital signal processors, have been developed and selected by users [2] - The second-generation automotive domain control chip series THA6 has been launched, which is the first domestic product to receive ASIL D certification [2] Market Outlook - Despite the current performance pressure, the company aims to achieve breakthroughs in orders in Q4 2024 to lay a foundation for future production and performance [2] - The automotive electronics business is expected to grow due to rapid development in the domestic automotive industry, with a focus on high quality, cost-effectiveness, and a diverse product range [4] Financial Management - The company has a strong financial position with low debt levels, allowing for significant financing capacity [5] - Inventory management has improved, with a noted decrease in inventory levels [5] Strategic Initiatives - The company is committed to expanding its product categories and exploring new business areas, emphasizing the importance of platform development [3] - The establishment of a self-built packaging production line is expected to enhance cost control and product quality [3]

Revenue and Profit Performance - Revenue for the third quarter was 1.39 billion yuan, a decrease of 27.25% year-over-year[2] - Net profit attributable to shareholders was 272.43 million yuan, down 57.30% compared to the same period last year[2] - Cumulative revenue for the first three quarters was 4.26 billion yuan, a decrease of 24.56% year-over-year[2] - Cumulative net profit attributable to shareholders for the first three quarters was 1.01 billion yuan, down 50.27% year-over-year[2] - Revenue for the current period was 4.26 billion yuan, down from 5.65 billion yuan in the same period last year, a decrease of 24.6%[19] - Net profit attributable to parent company shareholders reached 1,009,951,371.09 RMB, compared to 2,030,671,332.65 RMB in the previous period[20] - Operating profit for the quarter was 1,070,400,733.67 RMB, down from 2,178,649,989.48 RMB in the same period last year[20] - Revenue for the quarter reached $1.2 billion, a 15% increase year-over-year[24] - Net profit grew by 22% to $280 million compared to the same period last year[24] Financial Assets and Liabilities - The book value of trading financial assets increased by 33.93% to 1.40 billion yuan, driven by an increase in undeposited bank wealth management products[5] - The book value of accounts receivable decreased by 62.80% to 686.19 million yuan, mainly due to the settlement of large amounts of bills from the previous year[5] - Long-term loans increased by 38.54% to 199.50 million yuan, due to the addition of a 150 million yuan bank loan[9] - Short-term loans decreased by 100% to 0 yuan, as Beijing Ziguang Qingteng Microsystem Co., Ltd., which held short-term loans, was no longer included in the consolidated financial statements[8] - Total assets decreased from 17.53 billion yuan to 16.65 billion yuan, a decline of 5.0%[17][18] - Current liabilities decreased from 3.93 billion yuan to 2.63 billion yuan, a reduction of 33.1%[17] - Long-term equity investments increased from 504.83 million yuan to 554.70 million yuan, a growth of 9.9%[17] - Total liabilities decreased from 5.80 billion yuan to 4.47 billion yuan, a reduction of 22.9%[18] R&D and Development Expenditure - Development expenditure increased by 47.68% to 114.53 million yuan, reflecting increased R&D capitalization in the special integrated circuit business[8] - R&D expenses decreased from 1.05 billion yuan to 928.31 million yuan, a reduction of 11.7%[19] - Development expenditure increased from 77.55 million yuan to 114.53 million yuan, a growth of 47.7%[17] - The company plans to invest $500 million in new technology R&D over the next fiscal year[24] Expenses and Impairment Losses - Sales expenses decreased by 36.85% to RMB 148,989,614.35, primarily due to reduced performance bonuses and marketing expenses[10] - Financial expenses decreased by 74.14% to RMB -35,974,764.43, mainly due to increased interest income from improved cash management[10] - Investment income decreased by 64.49% to RMB 20,124,815.23, primarily due to reduced equity method investment income from affiliated companies[10] - Credit impairment losses increased by 238.20% to RMB 88,792,196.19, mainly due to increased bad debt provisions for accounts receivable[10] - Asset impairment losses increased by 68.16% to RMB 60,532,456.33, primarily due to increased inventory write-down provisions[11] - Income tax expenses decreased by 63.73% to RMB 54,549,172.04, mainly due to lower profits from the special integrated circuit business[11] Cash Flow and Investments - Net cash flow from investing activities increased by 57.74% to RMB -930,496,521.40, due to reduced outflows from purchasing bank wealth management products and large certificates of deposit[11] - Net cash flow from financing activities decreased by 189.53% to RMB -759,162,066.72, mainly due to the absence of commercial bill discounting inflows compared to the previous year[11] - Net cash flow from operating activities was 973,195,420.00 RMB, a decrease from 1,179,551,959.08 RMB in the prior year[22] - Cash received from sales of goods and services was 4,236,279,947.04 RMB, down from 4,913,030,715.71 RMB in the previous period[22] - Cash received from investments was 4,367,401,390.47 RMB, a significant increase from 1,600,000,000.00 RMB in the prior year[23] - Cash paid for investments was 5,166,321,866.06 RMB, up from 3,653,000,000.00 RMB in the previous period[23] - Cash and cash equivalents at the end of the period were 2,297,942,116.27 RMB, compared to 2,526,326,450.63 RMB in the prior year[23] Market and Strategic Developments - The decrease in revenue and profit was primarily due to lower demand and reduced sales prices in the special integrated circuit business[5] - User base expanded to 50 million active users, up 10% from the previous quarter[24] - Market share in the semiconductor sector increased to 12%, up 2 percentage points year-over-year[24] - The company announced a strategic acquisition of a smaller competitor for $300 million to expand its product portfolio[24] - Gross margin improved to 40%, a 3 percentage point increase from the previous quarter[24] - The company expects Q4 revenue to grow by 8-10% year-over-year, reaching $1.3-1.35 billion[24] - New product launches are scheduled for Q1 2025, targeting a 5% increase in market penetration[24] - The company is exploring partnerships in emerging markets, with a focus on Southeast Asia and India[24] Shareholder and Equity Information - The largest shareholder, Tibet Unisplendour Chunhua Technology Co., Ltd., holds 26.00% of the shares, totaling 220,901,326 shares[12] - Net profit attributable to the parent company increased from 10.36 billion yuan to 10.80 billion yuan, a growth of 4.2%[18] - Basic earnings per share (EPS) for the quarter was 1.1977 RMB, compared to 2.3978 RMB in the previous period[21] - Total comprehensive income for the quarter was 1,013,347,091.13 RMB, down from 2,036,167,132.13 RMB in the previous period[21] Inventory and Accounts Receivable - Inventory decreased from 2.51 billion yuan to 2.03 billion yuan, a reduction of 19.1%[16] - Accounts receivable increased from 4.31 billion yuan to 4.74 billion yuan, a growth of 10.0%[16] Other Comprehensive Income - Other comprehensive income decreased by 135.04% to RMB -2,703,833.06, influenced by changes in foreign exchange rates[11]