通富微电子股份有限公司独立董事 关于第七届董事会第二十七次会议相关事项的独立意见 2023年10月24日 根据《关于在上市公司建立独立董事制度的指导意见》《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》及《公司章程》等相关 规定要求，作为通富微电子股份有限公司（以下简称"公司"）第七届董事会 独立董事，对公司本次董事会相关事宜进行了认真的了解和查验，独立意见如 下： 一、《关于使用闲置募集资金进行现金管理的议案》的独立意见 公司第七届董事会第二十七次会议审议通过了《关于使用闲置募集资金进 行现金管理的议案》。 经核查，我们认为：在确保不影响公司募集资金投资计划正常进行和募集 资金安全的前提下，公司对闲置募集资金进行现金管理，有利于提高闲置资金 的使用效率，增加公司投资收益，不会影响公司募投项目的正常实施进度及正 常的生产经营活动，不存在损害公司及全体股东利益的情形。该事项决策和审 议程序合法、合规，符合《上市公司监管指引第2号——上市公司募集资金管理 和使用的监管要求》《深圳证券交易所股票上市规则》《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》等相关法律、法规及规范性 ...

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、 董事会会议召开情况 通富微电子股份有限公司（以下简称"公司"）第七届董事会第二十七次会 议，于 2023 年 10 月 14 日以书面通知、传真及邮件的方式发出会议通知，各位 董事已知悉与所议事项相关的必要信息，公司第七届董事会第二十七次会议于 2023 年 10 月 24 日以通讯表决方式召开。公司全体 8 名董事均行使了表决权， 会议实际有效表决票 8 票。会议召开符合有关法律、行政法规、部门规章、规范 性文件和公司章程的规定。 二、 董事会会议审议情况 1、审议通过了《公司 2023 年第三季度报告》 证券代码：002156 证券简称：通富微电 公告编号：2023-053 通富微电子股份有限公司 第七届董事会第二十七次会议决议公告 2、审议通过了《关于使用闲置募集资金进行现金管理的议案》 具体内容详见巨潮资讯网（http://www.cninfo.com.cn）披露的《关于使用 闲置募集资金进行现金管理的公告》。公司独立董事对本议案发表了独立意见。 保荐机构对此项议案发表了核查意见。 表决结果：8 票 ...

证券代码：002156 证券简称：通富微电 公告编号：2023-056 通富微电子股份有限公司 关于使用闲置募集资金进行现金管理的公告 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。 2023 年 10 月 24 日，通富微电子股份有限公司（以下简称"公司"或"通富微 电"）召开了第七届董事会第二十七次会议和第七届监事会第二十四次会议，审议 通过了《关于使用闲置募集资金进行现金管理的议案》，公司董事会同意在确保不 影响募集资金项目建设和募集资金使用的情况下，公司使用部分闲置募集资金进行 现金管理，增加公司现金资产的收益，拟将不超过 9 亿元闲置资金进行现金管理， 使用期限自本事项经董事会审议通过之日起不超过 12 个月，包括购买短期（投资期 限不超过一年）低风险保本型银行理财产品和转存结构性存款、定期存款、通知存 款、存单等，在决议有效期内 9 亿元资金额度可滚动使用。同时公司董事会授权经 理层在该额度范围内行使投资决策权，并签署相关合同文件等。具体内容公告如下： 一、 公司募集资金基本情况 公司经中国证券监督管理委员会出具的《关于核准通富微电子股份有限公司非 ...

通富微电子股份有限公司投资者关系活动记录表 编号：2023-005 投资者关系活动 类别 √特定对象调研 □分析师会议 □媒体采访 □业绩说明会 □新闻发布会 □路演活动 □现场参观 □其他 （请文字说明其他活动内容） 参与单位名称及 人员姓名 国泰君安：陈豪杰；融通基金：陈甲铖；宁银理财：黄贤 昭；信达证券：韩字杰；银华基金：石磊；安信证券：郭 旺；财通基金：林承瑜；中加基金：吕航；上海大筝资管： 徐海涛 时间 2023 年 9 月 18 日 地点 公司会议室 上市公司接待人 员姓名 董事会秘书 蒋澍 投资者关系活动 主要内容介绍 一、公司概况 通富微电主要从事集成电路封装测试业务，公司大股 东为南通华达微电子集团股份有限公司，实际控制人为石 明达先生，股权结构稳定。 公司抓住行业发展机遇，坚持发展主业的指导方针， 注重质量，加快发展，继续做大做强。公司先后在江苏南 通崇川、南通苏通科技产业园、安徽合肥、福建厦门建厂 布局；通过收购 AMD 苏州及 AMD 槟城各 85%股权，在江苏 苏州、马来西亚槟城拥有生产基地；2021 年，公司新增第 七个封测基地——通富通科，位于南通市北高新区；2023 年上半年， ...

Financial Performance - The company's operating revenue for the first half of 2023 was approximately ¥9.91 billion, representing a 3.56% increase compared to ¥9.57 billion in the same period last year[22]. - The net loss attributable to shareholders was approximately ¥187.69 million, a significant decline from a profit of ¥365.42 million in the previous year[22]. - The net cash flow from operating activities decreased by 49.75%, amounting to approximately ¥1.48 billion compared to ¥2.95 billion in the same period last year[22]. - The basic earnings per share were reported at -¥0.1244, down from ¥0.2762 in the previous year[22]. - Total assets at the end of the reporting period were approximately ¥34.08 billion, a decrease of 4.34% from ¥35.63 billion at the end of the previous year[22]. - The net assets attributable to shareholders decreased by 2.06%, totaling approximately ¥13.55 billion compared to ¥13.83 billion at the end of the previous year[22]. - The weighted average return on net assets was -1.37%, a decline of 4.81% from 3.44% in the previous year[22]. - The company reported a net profit for the first half of 2023 was a loss of ¥203,969,639.14, a significant decline from a profit of ¥368,541,438.08 in the same period last year[53]. - The total operating revenue for the first half of 2023 was CNY 9,907,892,175.21, representing a year-on-year increase of 3.56% despite challenges in the global semiconductor market[52]. - Operating costs increased to ¥8,875,898,581.72, reflecting a rise of 10.43% compared to the previous year[52]. Market and Industry Context - The global semiconductor sales in Q1 2023 were $119.5 billion, down 8.7% quarter-on-quarter and 21.3% year-on-year, while Q2 2023 saw a slight recovery with sales of $124.5 billion, a 4.7% increase from Q1[31]. - The global integrated circuit market is projected to reach $715.3 billion by 2025, with a compound annual growth rate of over 10% from 2022 to 2025[31]. - The company ranked fourth among the top ten global packaging and testing companies in 2022, with a revenue of 20.519 billion yuan, marking a year-on-year growth of 29.77%[34]. - The company is focusing on high-performance computing, new energy, automotive electronics, and storage sectors to drive revenue growth[35]. - The company has highlighted risks related to industry and market fluctuations, new technology and product development, and raw material supply and price changes[3]. Strategic Initiatives - The company plans to expand its production capacity and invest in new technologies, particularly in advanced packaging techniques like Chiplet and 2.5D/3D packaging[33]. - The company is actively expanding its production capacity across multiple locations, including Suzhou and Penang, to better serve customers and leverage local resources[48]. - The company is focusing on smart transformation and digitalization to enhance production efficiency and optimize resource allocation[50]. - The company aims for sustainable development through continuous investment in smart transformation and digitalization initiatives[50]. - The company is investing in the development of high-performance computing, new energy, automotive electronics, and display driver sectors, positioning itself for long-term growth[47]. Research and Development - The company has applied for a total of 1,463 patents as of mid-2023, with approximately 70% being invention patents, showcasing its commitment to innovation[40]. - In the first half of 2023, the company achieved significant breakthroughs in memory, display driver, and power semiconductor sectors, with production lines for memory and display drivers entering mass production, enhancing market share[37]. Environmental and Social Responsibility - The company strictly adheres to various environmental protection laws and standards, including the Environmental Protection Law of the People's Republic of China and the Air Pollution Prevention and Control Law[109]. - The company has implemented a comprehensive environmental management system to ensure compliance with all relevant standards[112]. - The company reported wastewater discharge of 67 mg/L for chemical oxygen demand, which is below the permitted limit of 300 mg/L[111]. - The company donated 4 million RMB to support educational materials for kindergartens in Chongchuan District in the first half of 2023, continuing its commitment to social responsibility[127]. Employee and Management - The company has initiated employee stock ownership plans and stock option incentives to motivate and retain key talent, fostering a culture of shared interests and long-term sustainability[42]. - The first phase of the employee stock ownership plan has completed a 40% unlock, totaling 1,698,922 shares[106]. - The company reported a change in management with the resignation of two senior executives and the appointment of one new executive[100]. Financial Management and Investments - The company reported a total of ¥3,482,979,450.71 in restricted assets, primarily due to bank loan guarantees[65]. - The total investment amount for the reporting period reached ¥652,181,391.78, representing a 45.63% increase compared to ¥447,829,300.00 in the same period last year[66]. - The company has established dedicated accounts for managing raised funds, ensuring compliance with regulatory requirements[79]. - The company has not engaged in any asset or equity acquisition or sale transactions during the reporting period[138]. Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 139,029[169]. - The largest shareholder, Nantong Huada Microelectronics Group Co., Ltd., holds 19.94% of shares, totaling 301,941,893 shares, with 91,010,000 shares pledged[169]. - The company has a strategy to expand its market presence and enhance shareholder value through strategic investments and partnerships[169].

Revenue and Profitability - The company's revenue for Q1 2023 was ¥4,641,782,943.17, representing a 3.11% increase compared to ¥4,501,738,566.38 in the same period last year[3] - Net profit attributable to shareholders was ¥4,551,383.81, a significant decrease of 97.24% from ¥164,696,460.27 in the previous year[3] - The basic earnings per share decreased by 97.60% to ¥0.003 from ¥0.125 in the same period last year[3] - The total comprehensive income attributable to shareholders decreased significantly to -¥43,878,093.21 from ¥142,597,894.86 in the previous year[8] - The company reported a net loss of ¥77.34 million for Q1 2023, contrasting with a net profit of ¥141.11 million in Q1 2022[16] - The total comprehensive income for Q1 2023 was a loss of ¥40.70 million, compared to a gain of ¥141.99 million in Q1 2022[17] Cash Flow and Operating Activities - The net cash flow from operating activities was ¥1,037,698,369.06, a turnaround from a negative cash flow of ¥164,785,573.05 in the same period last year[3] - Cash flow from operating activities increased to ¥6.23 billion, compared to ¥3.85 billion in the previous year, reflecting a growth of 62.00%[18] - Total cash inflow from operating activities reached ¥6,364,347,172.89, compared to ¥4,091,003,126.36 in the same period last year, indicating a year-over-year increase of approximately 55.5%[19] - Cash outflow for operating activities was ¥5,326,648,803.83, up from ¥4,255,788,699.41 in Q1 2022, reflecting a rise of about 25%[19] - The net cash flow from operating activities for Q1 2023 was approximately ¥1.04 billion, a significant improvement from a negative cash flow of ¥164.79 million in Q1 2022[9] Assets and Liabilities - Total assets at the end of the reporting period were ¥35,985,684,409.16, reflecting a 1.00% increase from ¥35,629,428,284.40 at the end of the previous year[3] - The company's inventory increased by 44.21% to ¥5,013,720,596.73, attributed to a shift towards high-end applications and rising raw material prices[6] - Accounts receivable decreased to CNY 3,167,732,195.19 from CNY 4,625,760,894.23, a reduction of about 31.5%[14] - Current liabilities totaled CNY 13,483,995,589.36, down from CNY 13,748,101,336.98, a decrease of about 1.9%[14] - Long-term borrowings rose to CNY 6,943,528,575.52 from CNY 6,025,652,316.63, an increase of approximately 15.2%[14] Financial Expenses and Investments - The financial expenses increased by 44.70% to ¥122,928,284.20 due to higher interest expenses from increased bank loans and rising USD loan rates[8] - Cash inflow from investment activities totaled approximately ¥171.43 million, a 99.65% increase compared to ¥85.87 million in the same period last year[9] - The net cash flow from investing activities was -¥2,196,064,852.26, worsening from -¥1,894,863,747.03 in the previous year, indicating an increase in investment expenditures[19] - The company’s cash flow from investment activities included ¥145,593,484.33 from other investment-related cash receipts, which is an increase from ¥85,861,301.88 in Q1 2022, representing a growth of about 69.5%[19] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 187,558, with the largest shareholder holding 20.32% of the shares[11] - The company's equity attributable to shareholders decreased slightly to CNY 13,785,411,868.71 from CNY 13,833,578,689.66, a decline of approximately 0.3%[14] Other Financial Metrics - The company's EBITDA for Q1 2023 was ¥901 million, representing a year-over-year increase of 9.88% from ¥820 million in Q1 2022[10] - Research and development expenses rose to ¥292.63 million, up 6.67% from ¥273.86 million in the same period last year[16] - The company reported a decrease in employee compensation payable to CNY 112,110,816.64 from CNY 226,385,204.59, a reduction of about 50.5%[14] - The cash received from sales of goods and services increased by 61.78% to ¥6,225,329,833.70, driven by higher customer payments[8]

证券代码：002156 证券简称：通富微电 通富微电子股份有限公司投资者关系活动记录表 编号：2023-003 | 投资者关系活动 | □特定对象调研 □分析师会议 | | --- | --- | | 类别 | □媒体采访 业绩说明会 | | | □新闻发布会 □路演活动 | | | □现场参观 | | | □其他 （请文字说明其他活动内容） | | 参与单位名称及 | 参与公司 2022 年度业绩网上说明会的投资者 | | 人员姓名 | | | 时间 | 2023 年 4 月 12 日 15:00-17:00 | | 地点 | 全景网"投资者关系互动平台"（http://rs.p5w.net） | | 上市公司接待人 | 公司董事长石明达先生、董事副总经理夏鑫先生、独立董 | | 员姓名 | 事袁学礼先生、副总经理兼董事会秘书蒋澍先生、财务总 | | | 监朱红超先生、保荐代表人程韬先生。 | | | 与投资者进行互动交流和沟通，就投资者关注的主要问题 | | | 进行了答复： | | | 问题一：请问领导，公司近期是否有增持回购注销股份计 | | | 划？ | | | 答：尊敬的投资者，您好！如后续有增 ...

Financial Performance - The company's operating revenue for 2022 was ¥21.43 billion, an increase of 35.52% compared to ¥15.81 billion in 2021[15]. - The net profit attributable to shareholders for 2022 was ¥356.60 million, a decrease of 55.21% from ¥796.21 million in 2021[15]. - The basic earnings per share for 2022 was ¥0.37, down 48.61% from ¥0.72 in 2021[15]. - Total assets at the end of 2022 reached ¥35.63 billion, a 31.47% increase from ¥27.10 billion at the end of 2021[15]. - The net assets attributable to shareholders at the end of 2022 were ¥13.83 billion, up 32.48% from ¥10.44 billion at the end of 2021[15]. - In Q4 2022, the operating revenue was ¥6.11 billion, with a net profit attributable to shareholders of ¥25.25 million[18]. - The company reported a cash flow from operating activities of ¥3.20 billion for 2022, an increase of 11.40% compared to ¥2.87 billion in 2021[15]. - The company's net profit attributable to shareholders was 502 million CNY, a decrease of 47.53% year-on-year, primarily due to exchange rate fluctuations resulting in a loss of 211 million CNY[27]. - The company reported a gross margin of 13.58% for the integrated circuit packaging and testing segment, which decreased by 3.39% from the previous year[44]. Dividend and Shareholder Information - The company plans to distribute a cash dividend of 0.97 RMB per 10 shares to all shareholders, based on a total of 1,511,563,863 shares, with no stock bonus[3]. - The company has not reported any changes in its major shareholders, indicating stability in its ownership structure[12]. - The total shares held by the board members at the end of the period is 221,521 shares, with no changes in holdings during the reporting period[117]. - The company provided cash dividends totaling ¥146,621,694.71, which represents 100% of the distributable profit of ¥2,657,413,006.09[146][145]. Market and Industry Outlook - The global semiconductor market size in 2022 was $573.5 billion, growing by 3.2% year-on-year, significantly slowing from 26.2% in 2021[23]. - China remained the largest single semiconductor market in 2022, with total sales of $180.3 billion, a decrease of 6.3% from 2021[23]. - The company anticipates a gradual recovery in the semiconductor industry in 2023, driven by emerging applications such as AI and 5G[22]. - The advanced packaging market is projected to grow from 30.4 billion USD in 2020 to 47.5 billion USD by 2026, with a compound annual growth rate (CAGR) of approximately 7.7%[92]. - The global Chiplet market is expected to reach 57 billion USD by 2035, with a CAGR of 30.16% from 2018 to 2035[92]. Research and Development - The company applied for 165 patents in 2022, with over 60% related to advanced packaging technology, and saw a nearly 40% increase in patent authorizations year-on-year[27]. - The company reported a total R&D investment of ¥1,323,149,838.21 in 2022, an increase of 24.54% compared to ¥1,062,458,724.50 in 2021[57]. - R&D investment accounted for 6.17% of total revenue in 2022, a decrease of 0.55% from 6.72% in 2021[57]. - The company is developing advanced Fan-Out packaging technology for mobile smart terminal products, aiming to enhance domestic equipment and material capabilities[53]. - The company is also working on 5G application packaging and testing technology to improve traceability and efficiency in production processes[53]. Operational Efficiency and Capacity Expansion - The company has established a comprehensive IT service management system and received ISO20000 certification in 2022, enhancing its operational efficiency[34]. - The company’s advanced packaging capacity significantly increased, contributing to a more pronounced scale advantage[33]. - The company plans to enhance its production capacity in the inverter market to meet increasing demand[95]. - The company aims to increase its production capacity by 40% to meet rising demand[106]. Governance and Management - The company has a strong governance structure with all board members present for the report's approval, ensuring accountability[2]. - The company maintains complete independence from its controlling shareholder in terms of business, personnel, assets, and finance, ensuring no conflicts of interest[112][113]. - The company has established a remuneration management system for directors, supervisors, and senior management based on overall business performance and industry salary levels[128]. - The management team emphasized a commitment to sustainability, aiming for a 30% reduction in carbon emissions by 2025[125]. Environmental Compliance and Sustainability - The company strictly adheres to multiple environmental protection laws and standards, including the "Environmental Protection Law of the People's Republic of China" and various industry-specific discharge standards[159]. - The total discharge of COD was 365.19 tons, which is below the approved limit of 650.49 tons, indicating compliance with environmental standards[160]. - The company has implemented a comprehensive environmental management system to monitor and control emissions effectively[159]. - The company has a 100% lead-free packaging rate, complying with EU ROHS certification standards, and has been recognized as a national green factory and a green supply chain demonstration enterprise[169]. Risks and Challenges - The company emphasizes the risks associated with industry and market fluctuations, new technology and product development delays, raw material supply and price changes, exchange rate risks, and international trade risks[3]. - The semiconductor industry is characterized by cyclical technological development and market fluctuations, which may impact the company's performance[97]. - The company faces risks related to the inability to industrialize new technologies, processes, and products on time due to the capital investment and equipment acquisition challenges[98]. Strategic Investments and Partnerships - The company completed a private placement in November 2022, raising a total of 2.693 billion yuan, marking it as the only A-share listed company in the semiconductor testing industry to receive joint investment from major funds[40]. - The company has established a close partnership with AMD, positioning itself as a key packaging service provider for high-performance computing chips[93]. - The company is actively developing new products in advanced packaging technologies, including Chiplet, WLP, and 2.5D/3D stacking[92].