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]

| 证券代码：002049 | 证券简称：紫光国微 公告编号：2024-054 | | --- | --- | | 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 关于购买银行理财产品及募集资金专户存款余额以协定存款、定期 存款、通知存款等方式存放的进展公告 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"）于 2024 年 5 月 9 日召 开第八届董事会第九次会议，审议通过了《关于使用闲置募集资金进行现金管理 的议案》和《关于使用自有资金购买银行理财产品的议案》，同意公司使用不超 过人民币 5 亿元（含本数）的暂时闲置募集资金进行现金管理，现金管理期限自 本次董事会审议通过之日起不超过 12 个月，在上述额度和期限内，资金可循环 滚动使用；同意公司及合并报表范围内子公司使用额度不超过人民币 14 亿元（含 本数）的自有资金购买短期保本型银行理财产品，资金使用期限自本次董事会审 议通过之日起不超过 12 个月，在上述额度和期限内，资金可循环滚动使用。2024 年 9 月 29 日，公 ...

Group 1: Company Performance and Strategy - The company is currently revising its equity incentive plan and aims to launch it soon [2] - There has been no significant change in special orders for the third quarter compared to previous quarters [2] - The company is focusing on enhancing its core business in special integrated circuits and smart chips while exploring new areas like automotive electronics and AI chips [3][4] Group 2: Mergers and Acquisitions - The company has no current plans to acquire Unisoc assets, but it is actively pursuing mergers and acquisitions [3][4] - The company is monitoring the potential for restructuring and resource integration with the new Unisoc Group [4] Group 3: Financial Management - The company is implementing measures to manage accounts receivable, including monitoring payment periods and increasing collection efforts [4] - The overall accounts receivable situation is considered reasonable and controllable [4] Group 4: Product Development and Market Position - The company has completed the R&D of AI SoC products and is promoting them to users [5] - As a supplier of chips for the C919 aircraft, the company has developed high-reliability communication network chips that meet flight safety standards [5] - The company is committed to building a reliable and controllable supply chain for its products [5] Group 5: Future Outlook - The company is optimistic about the recovery of the special industry and is strengthening its internal capabilities in anticipation of market improvements [4] - The third-quarter profit margin report is currently being prepared and will be announced soon [5]

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"）第八届董事会第十三次 会议通知于 2024 年 10 月 12 日以电子邮件的方式发出，会议于 2024 年 10 月 14 日上午在北京市海淀区知春路 7 号致真大厦 B 座 16 层公司会议室以现场表决与 通讯表决相结合的方式召开，经半数以上董事推举，会议由董事马道杰先生主持。 应参加会议的董事 7 人，实际参加会议的董事 7 人，公司监事、高级管理人员列 席了会议。会议符合《中华人民共和国公司法》和《公司章程》的规定。 经与会董事审议，会议形成如下决议： | 证券代码：002049 | 证券简称：紫光国微 公告编号：2024-053 | | --- | --- | | 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 第八届董事会第十三次会议决议公告 1、会议以 7 票同意、0 票反对、0 票弃权的表决结果审议通过《关于选举公 司第八届董事会董事长、副董事长的议案》。 鉴于马道杰先生已辞去公司第八届董事会董事长职务，谢文刚先生已辞去 ...

| 证券代码：002049 | 证券简称：紫光国微 公告编号：2024-052 | | --- | --- | | 债券代码：127038 | 债券简称：国微转债 | 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董事会 紫光国芯微电子股份有限公司 关于公司董事长、副董事长辞职 及选举董事长、副董事长的公告 紫光国芯微电子股份有限公司（以下简称"公司"）董事会于近日分别收到 公司董事长马道杰先生、副董事长谢文刚先生提交的书面辞职报告，因工作调整 原因，马道杰先生申请辞去公司第八届董事会董事长、提名委员会委员职务，辞 去上述职务后，马道杰先生继续担任公司第八届董事会董事职务；因工作调整原 因，谢文刚先生申请辞去公司第八届董事会副董事长职务，辞去上述职务后，谢 文刚先生继续担任公司第八届董事会董事、总裁职务。根据相关规定，马道杰先 生、谢文刚先生的辞职报告自送达公司董事会之日起生效。 马道杰先生在担任公司董事长期间、谢文刚先生在担任公司副董事长期间恪 尽职守、勤勉尽责，为公司战略发展、规范运作、稳健经营做出了重要贡献，公 司及董事会对马 ...