证券代码：002371 证券简称：北方华创 公告编号：2025-074 北方华创科技集团股份有限公司 第八届董事会第三十次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或者重大遗漏。 北方华创科技集团股份有限公司（以下简称"公司"）第八届董事会第三十 次会议通知于 2025 年 11 月 28 日以电子邮件方式发出。会议于 2025 年 12 月 31 日在公司会议室以现场和通讯相结合方式召开，应到董事 11 名，实到 11 名，会 议由董事长赵晋荣先生主持，公司高级管理人员列席了会议。会议的召集、召开 符合《公司法》和《公司章程》的规定。 本议案已经董事会薪酬与考核委员会审议通过。 具 体 内 容 详 见 与 本 公 告 同 日 在 公 司 指 定 信 息 披 露 媒 体 巨 潮 资 讯 网 （www.cninfo.com.cn）上刊载的《北方华创科技集团股份有限公司 2025 年员工 持股计划（草案）》及其摘要。公司董事会薪酬与考核委员会、律师及独立财务 顾问发表了意见，详见与本公告同日在公司指定信息披露媒体巨潮资讯网 （www.cninfo.com.c ...

一、关于 2025 年持股计划相关事项的核查意见 （一）关于 2025 年持股计划（草案）及其摘要事项 （二）关于核实 2025 年持股计划持有人名单事项 北方华创科技集团股份有限公司 董事会薪酬与考核委员会关于公司2025年员工持股计划及 2025年股票期权激励计划相关事项的核查意见 北方华创科技集团股份有限公司（以下简称"公司"） 董事会薪酬与考核 委员会依据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人 民共和国证券法》（以下简称"《证券法》"）《上市公司股权激励管理办法》 （以下简称"《管理办法》"）、《深圳证券交易所上市公司自律监管指南第 1 号——业务办理》等相关法律、法规及规范性文件和《北方华创科技集团股份有 限公司章程》（以下简称"《公司章程》"）的有关规定，对公司 2025 年股票 期权激励计划（以下简称"2025 年激励计划"）和 2025 年员工持股计划（以下 简称"2025 年持股计划"）相关事项进行核查，发表核查意见如下： 经审核，与会委员认为公司不存在《关于上市公司实施员工持股计划试点的 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 ...

Industry Overview - The Chinese integrated circuit industry has seen a significant number of financing events, with over 1,000 events in both 2021 and 2022, indicating a peak period for investment [1] - In 2023, the number of financing events decreased, but the total financing amount increased to 1.15 trillion yuan, while in 2024, the number of events slightly declined, and the total financing amount halved to approximately 562.39 billion yuan [1] - By 2025, the number of financing events is expected to recover slightly to 938, with a total financing amount of approximately 911.05 billion yuan [1] Financing Events Summary - Major financing events in the Chinese integrated circuit industry for 2025 include various rounds of investment across different companies, with amounts often undisclosed [2][5][7] - Notable investments include 100 million yuan in Yanan Weiyan Technology and 1.43 billion yuan in Hongxing Zhixin, showcasing the active investment landscape [5][7] Financing Rounds Analysis - The most common financing round in the integrated circuit industry over the past five years has been the B round, with early-stage rounds like angel, Pre-A, and A rounds significantly outpacing later rounds [8] - Strategic investments have also been prevalent, indicating a strong interest in building long-term industry ecosystems [8] Regional Financing Distribution - Financing activities are heavily concentrated in eastern coastal provinces such as Guangdong, Jiangsu, and Zhejiang, with Jiangsu showing particularly high financing scales [9] - In contrast, provinces like Shandong and Henan have seen a significant decrease in financing events, while regions like Jilin and Tibet have almost no financing activity [9] Sector-Specific Financing Insights - The integrated circuit industry can be segmented into memory, logic chips, microprocessors, and analog chips, with memory leading with 374 financing events, significantly higher than logic chips (113 events), microprocessors (75 events), and analog chips (18 events) [13] - This reflects the strong demand for domestic alternatives in the memory sector and varying levels of investor interest across different segments [13] Representative Companies' Investment Activities - Key companies in the integrated circuit sector, such as Xinyuan Co., have made substantial investments in various startups to enhance their technological capabilities and strengthen their competitive edge [15][16][17][18] - For instance, Xinyuan Co. has invested 500 million yuan in Xinyuan Technology (Shanghai) and 100 million yuan in Xinyuan Microelectronics (Nanjing) [16] Mergers and Acquisitions - The competitive landscape among Chinese integrated circuit companies is characterized by numerous mergers and acquisitions, primarily focusing on horizontal integration to expand market share and achieve technological synergies [19][20] - Recent notable acquisitions include Huadian Co. acquiring 15% of Shengwei Ce Electronics and Xinyuan Co. acquiring 100% of Xinyuan Technology [20] Summary of Investment and M&A Trends - The investment activities in the Chinese integrated circuit industry are showing signs of recovery, with a notable increase in merger and acquisition events, indicating a dynamic market environment [22]

Group 1 - The "Spring Market" is gradually unfolding, with both internal and external environments showing positive changes, including favorable macroeconomic conditions and supportive policies [2][3] - The report suggests that the focus for investment should be on growth sectors, particularly those related to the "14th Five-Year Plan," which is expected to attract significant capital [3][4] - Key investment directions for January include AI industry chains, emerging industries, and cyclical price increases in industrial metals and chemicals [6][7] Group 2 - The report highlights specific companies as top investment picks, including North China Innovation (机械), Maiwei Co., Ltd. (机械), Wanhua Chemical (能源化工), Chipbond Technology (电子), Ping An Insurance (非银), Zijin Mining (煤炭有色钢铁), Giant Network (传媒互联网), AVIC High-Tech (军工), Sanhua Intelligent Control (电新), and Kaiter (北交所) [7][11] - North China Innovation is expected to benefit from increased domestic equipment adoption and the expansion of storage and AI chip production [14][20] - Maiwei Co., Ltd. is positioned to capitalize on the U.S. solar expansion due to a significant gap in battery production capacity [23][30] - Wanhua Chemical is projected to strengthen its market position in MDI and TDI, with expected price increases due to supply constraints [33][35] - Chipbond Technology is set to benefit from the growing demand for PCB and semiconductor equipment driven by AI [41][42] - Ping An Insurance is anticipated to maintain strong growth in new business value (NBV) and dividend yield, supported by its insurance operations [45][46] - Zijin Mining is expected to see price increases in gold and copper, with a clear growth path in production [49][50] - Giant Network's game "Supernatural Action Group" is expected to show significant potential for long-term growth and profitability [56][57] - AVIC High-Tech is positioned to benefit from the increasing demand for aerospace composite materials as the C919 enters mass production [58][59] - Sanhua Intelligent Control is expected to see growth from its involvement in Tesla's supply chain and the increasing demand for cooling solutions in data centers and energy storage [65][66] - Kaiter is projected to benefit from the automotive electronics sector and its expansion into robotics and liquid cooling markets [72][78]

Group 1 - The semiconductor industry is entering a new upcycle driven by AI, with global semiconductor revenue expected to reach approximately $975.46 billion in 2026, a 26.3% increase from 2025 [12][16] - Memory chips, particularly DRAM and NAND, are projected to be the core drivers of this cycle, with memory chip sales expected to grow by 27.8% in 2025 and 39.4% in 2026 [14][18] - The demand structure for memory chips is shifting from consumer electronics to dual drivers of "smart cars and data centers," with the automotive storage market expected to grow at a compound annual growth rate (CAGR) of about 21% from 2024 to 2030 [21][24] Group 2 - China's semiconductor equipment spending is expected to lead globally, with a projected $94 billion in spending from 2026 to 2028, accounting for 25% of global spending [50][54] - The demand for etching and thin film deposition equipment is expected to rise significantly as the industry transitions to 3D NAND technology, which reduces reliance on photolithography [61][66] - Lam Research indicates that the serviceable market for equipment per wafer for 3D DRAM and NAND will increase to 1.7 times and 1.8 times, respectively, compared to previous technologies [66]

Core Viewpoint - Torrens Precision Manufacturing has submitted its application for an IPO on the ChiNext board, highlighting its position as a key supplier of semiconductor components to major clients like North Huachuang and Zhongwei Company, while facing scrutiny over its low R&D investment and ongoing related-party transactions [1][2][4]. Financial Performance - Torrens reported revenues of 283 million, 291 million, 610 million, and 373 million yuan for the years 2022 to 2025 (first half) respectively, with net profits of 33.94 million, 15.30 million, 106 million, and 60.85 million yuan during the same periods [2]. - The company's gross profit margins for the reporting periods were 29.84%, 22.39%, 29.45%, and 29.72% [4]. Product and Market Position - Torrens claims to be one of the preferred suppliers of metal components for domestic semiconductor equipment manufacturers, with over 50% of its revenue coming from semiconductor key process components [4]. - The average selling price of Torrens' semiconductor key process components increased from 9,057.93 yuan in 2022 to 13,200 yuan in the first half of 2025, with gross margins rising from 33.17% to 35.29% [5]. R&D Investment - Torrens' R&D expenditures were 5.55 million, 11.54 million, 23.42 million, and 15.11 million yuan for the years 2022 to 2025 (first half), representing 1.96%, 3.97%, 3.84%, and 4.05% of revenue, which is significantly lower than the industry average [6][7]. Client Dependency - Over 80% of Torrens' revenue comes from North Huachuang and Zhongwei Company, with sales to North Huachuang accounting for 46.18%, 44.06%, 52.11%, and 44.6% of total revenue during the reporting periods [8][9]. Inventory and Accounts Receivable - Torrens has seen an increase in inventory and accounts receivable, with inventory balances rising from 92.68 million to 197 million yuan over the reporting periods [10]. Financing and Valuation - Since 2022, Torrens has completed five rounds of financing, with a latest valuation of approximately 2.759 billion yuan following its most recent funding round [10]. - The company plans to issue up to 46.3684 million new shares in its IPO, aiming to raise 1.156 billion yuan for precision component manufacturing and R&D projects [11]. Related-Party Transactions - Torrens has ongoing related-party transactions, with significant procurement from companies controlled by its actual controller's family members, raising concerns about potential conflicts of interest [14][15].

Core Viewpoint - The Tonghuashun New Quality 50 concept index experienced a rise of 1.18%, ranking 10th among concept sectors, with notable performances from stocks like Sanhua Intelligent Control and Cold Chain Technology [1][2]. Group 1: Market Performance - The New Quality 50 concept saw 16 stocks increase in value, with Sanhua Intelligent Control hitting the daily limit up, while stocks like Cold Chain Technology and Zhi De Mai also showed significant gains of 9.19% and 4.46% respectively [1]. - Conversely, stocks such as Haohan Depth, Guoguang Electric, and Aopu Optoelectronics faced declines, with drops of 3.58%, 3.20%, and 3.17% respectively [1]. Group 2: Capital Flow - The New Quality 50 concept attracted a net inflow of 4.653 billion yuan, with 16 stocks receiving net inflows, and 7 stocks exceeding 1 billion yuan in net inflow [2]. - Sanhua Intelligent Control led the net inflow with 3.243 billion yuan, followed by Cold Chain Technology and Beifang Huachuang with net inflows of 1.1 billion yuan and 409 million yuan respectively [2][3]. Group 3: Stock Performance Metrics - The top stocks by net inflow ratio included Sanhua Intelligent Control at 22.95%, Zhi De Mai at 10.57%, and Beifang Huachuang at 8.71% [3]. - Other notable stocks included Cold Chain Technology with a net inflow ratio of 8.55% and Zhongji Xuchuang at 1.21% [3][4].

Group 1 - The China AI 50 concept index rose by 1.37%, ranking 7th among concept sectors, with 19 stocks increasing in value, including Green Harmony Wave, Lexin Technology, and Cambricon, which rose by 9.19%, 5.41%, and 4.22% respectively [1][2] - The concept sector saw a net inflow of 2.195 billion yuan, with 15 stocks receiving net inflows, and 6 stocks exceeding 100 million yuan in net inflows, led by Cambricon with 1.1 billion yuan [2][3] - The top three stocks by net inflow ratio were Haitan Ruisheng, Northern Huachuang, and Cambricon, with net inflow ratios of 10.82%, 8.71%, and 8.55% respectively [3][4] Group 2 - The stocks with the highest daily increase included Cambricon (4.22%), Haiguang Information (2.64%), and Northern Huachuang (1.37%) [3][4] - Stocks that experienced the largest declines included Youke De (-2.71%), Softcom Power (-0.87%), and Weichai Heavy Industry (-0.58%) [5] - The overall performance of the China AI 50 concept indicates a positive trend in the sector, with significant capital inflows and a majority of stocks showing gains [1][2][3]

Core Viewpoint - The company, Northern Huachuang, indicated that the quarterly fluctuations in contract liabilities are primarily related to the order structure and customer payment schedules, with variations in advance payment ratios depending on different customers and products [1] Group 1: Order Dynamics - The company expects continued growth in new orders for 2025, particularly in the integrated circuit process equipment sector [1] - The market share in the integrated circuit process equipment field is further increasing [1] Group 2: Payment and Revenue Recognition - The timing of advance payments is influenced by the progress of downstream customer projects, leading to variability in when payments are received [1]

Core Viewpoint - The demand for storage market is increasing, and the HBM technology is accelerating its penetration, leading to a continuous rise in the demand for related process equipment [1] Group 1: Company Overview - The company, Northern Huachuang (002371.SZ), provides core process equipment for storage chip manufacturing, including etching, thin film deposition, cleaning, thermal treatment, ion implantation, and photoresist coating and development, covering mainstream storage categories such as DRAM and NAND [1] - In the HBM field, the company offers multiple core equipment and process solutions, including TSV etching, debonding, wet cleaning, ALD, PVD, electroplating, and annealing [1] - The company's related products have been delivered in bulk to mainstream storage and HBM customers, with several products becoming the baseline machines for customers' production lines [1]