证券代码：002436 证券简称： 兴森科技 公告编号：2025-05-026 深圳市兴森快捷电路科技股份有限公司 2024 年年度股东大会决议公告 特别提示： 2、本次股东大会不涉及变更前次股东大会决议的情形。 一、会议召开和出席情况 1、深圳市兴森快捷电路科技股份有限公司（以下简称"公司"或"兴森科 技"）2024年年度股东大会以现场会议和网络投票相结合的方式召开，其中现场 会议于2025年5月16日14:00在广州市黄埔区科学城光谱中路33号子公司广州兴 森快捷电路科技有限公司一楼会议室召开；通过深圳证券交易所交易系统进行网 络投票的时间为2025年5月16日的交易时间，即9:15—9:25，9:30—11:30和 13:00—15:00；通过深圳证券交易所互联网投票系统进行投票的时间为2025年5 月16日9:15至2025年5月16日15:00的任意时间。本次股东大会由公司董事会召集， 董事长邱醒亚先生主持。本次会议的召集和召开程序符合有关法律、行政法规、 部门规章、规范性文件和《公司章程》的规定。 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。 1 ...

2024年年度股东大会的法律意见书 观意字2025SZ000031号 致：深圳市兴森快捷电路科技股份有限公司 北京观韬（深圳）律师事务所（以下简称"本所"）接受深圳市兴森快捷电 路科技股份有限公司（以下简称"兴森科技"或"公司"）的委托，指派律师列 席兴森科技于2025年5月16日召开的2024年年度股东大会（以下简称"本次股东 大会"），并依据《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》")、中国证券监督管理委员会《上 市公司股东会规则》(以下简称"《股东会规则》")等中国现行法律、法规和规 范性文件以及《深圳市兴森快捷电路科技股份有限公司章程》(以下简称"《公 司章程》")、《深圳市兴森快捷电路科技股份有限公司股东大会议事规则》（以 下简称"《议事规则》"）的有关规定，就本次股东大会的召集和召开程序、出 席会议人员资格、表决程序、表决结果等事项进行见证，并出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的有关本次股东大会的文件， 听取了公司就有关事实的陈述和说明，列席了本次股东大会。公司承诺其所提供 的文件和所作的陈述和说明是完整、真实 ...

Company Performance - Company achieved operating revenue of 5.817 billion yuan in 2024, representing a year-on-year increase of 8.53% [2] - Net profit attributable to shareholders was -198 million yuan, a year-on-year decline of 193.88%, primarily due to high investments in FCBGA packaging substrate projects and losses from subsidiaries [2] Industry Overview - The global PCB industry is experiencing a structural recovery in 2024, with high-layer boards (18 layers and above) and HDI boards showing year-on-year growth of approximately 40% and 18.8%, respectively, driven by demand from AI, communications, and satellite sectors [2] - Overall demand in the packaging substrate industry is currently insufficient, but a recovery is expected in 2025, with BT substrates likely to outperform ABF substrates [2] Company Strategy - Company is in the small-batch production stage for FCBGA packaging substrates, with future mass production dependent on industry demand recovery, customer production progress, and supplier management strategies [2] - Company is focusing on market expansion and customer certification, aiming to achieve large-scale production by enhancing technical capabilities, optimizing processes, and improving yield and delivery performance [2] - Beijing Xinfai plans to upgrade production lines in mid-2024, focusing on expanding capacity for AI server accelerator cards and high-end optical module products [3] - Revenue from semiconductor test boards increased by over 30% year-on-year, with a continuous rise in the proportion of high-end products [3] - Future profit growth will focus on the steady development of PCB samples and test board businesses, as well as improving capacity utilization and cost optimization for CSP and FCBGA packaging substrates [3]

Financial Performance - The company achieved a revenue of 581,732.42 million CNY in 2024, representing a year-on-year growth of 8.53% [2] - The net profit attributable to shareholders was -19,828.98 million CNY, a decline of 193.88% year-on-year [2] - The net profit after deducting non-recurring gains and losses was -19,576.85 million CNY, down 509.87% year-on-year [2] Industry Overview - The global PCB industry is experiencing a weak recovery, with an expected market value of 73.565 billion USD in 2024, a growth of 5.8% [3] - High-layer and HDI boards are the best-performing segments, with growth rates of approximately 40% and 18.8% respectively, driven by AI and communication sectors [3] - The packaging substrate industry is expected to grow by 0.8%, indicating a recovery in 2025 [3] Product Development - The company's FCBGA packaging substrate is currently in small-batch production, with large-scale production dependent on market demand and customer progress [4] - The company has production capabilities for products with 20 layers or fewer, while products with more than 20 layers are in the sampling stage [5] - The company is focusing on enhancing its production capabilities and quality to meet international standards [6] Market Position and Competition - The company is expanding its collaboration with leading overseas clients, although the current revenue contribution from these partnerships is low [6] - The domestic competition in the semiconductor testing board sector includes companies like ShenNan Circuit, Huadian Technology, and Mingyang Circuit [10] Future Growth Prospects - The PCB sample business and ATE semiconductor testing board business are performing well, while FCBGA and CSP packaging substrate businesses are currently at a loss but expected to improve [11] - The global PCB market is projected to reach 78.562 billion USD in 2025, with a compound annual growth rate (CAGR) of 5.2% from 2024 to 2029 [12] - High-layer high-speed boards and high-end HDI boards are expected to maintain strong growth, with projected market sizes of 5.020 billion USD and 17.037 billion USD by 2029, respectively [12]

Investment Rating - The report maintains a "Buy" rating for several key companies in the semiconductor and AI sectors, including 中芯国际 (SMIC), 海光信息 (Haiguang), and others, indicating strong growth potential in the domestic AI and computing landscape [5][6]. Core Insights - The domestic AI landscape is witnessing significant advancements with the emergence of models like 豆包 (Doubao) and DeepSeek, which are leading the charge in multi-modal and lightweight AI model development, respectively [1][2]. - The report highlights a shift towards domestic computing power solutions, with chip manufacturers rapidly adapting to the evolving AI ecosystem, particularly through advancements in semiconductor processes and AI training capabilities [2][3]. - There is a notable increase in capital expenditure among cloud computing firms, driven by the rising demand for AI computing infrastructure, which is expected to lead to a "volume and price rise" scenario in the cloud computing market [3][4]. Summary by Sections Section 1: Breakthroughs in Domestic AI Models - 豆包 has emerged as a leading multi-modal model, enhancing capabilities in speech, image, and code processing, with a significant release of its visual understanding model in December 2024 [1][11]. - DeepSeek focuses on lightweight model upgrades, achieving a remarkable cost-performance ratio with its DeepSeek-V3 model, which has 671 billion total parameters and costs only 557.6 million USD, positioning it among the world's top models [1][12]. - The rapid iteration of domestic models, including updates from 通义千问 and others, reflects a competitive landscape that is accelerating the development of AI applications [1][34]. Section 2: Advancements in Domestic Computing Power - 中芯国际 is advancing its semiconductor processes, with N+1 and N+2 technologies being developed to support the growing demand for AI chips, achieving significant performance improvements [2][56]. - The report notes that the domestic chip industry is evolving, with companies like 昇腾 (Ascend) and others making strides in AI training and inference capabilities, thereby reducing reliance on international competitors [2][59]. - The cloud computing sector is experiencing a capital expenditure boom, with companies like 华勤 and 浪潮 rapidly deploying servers that are compatible with domestic computing power solutions [3][4]. Section 3: Infrastructure and Supply Chain Developments - The report emphasizes the need for enhanced computing infrastructure to meet the surging demand for AI applications, with significant investments being made in server and power supply innovations [3][4]. - Innovations in power supply and cooling systems, particularly the shift from traditional air cooling to liquid cooling, are becoming essential to support the increasing power density in data centers [4]. - The report identifies key players in the supply chain, including companies in power supply, cooling, and server manufacturing, that are poised to benefit from the growth of the AI and computing sectors [5].

Core Insights - The company reported a total revenue of 5.817 billion yuan for 2024, representing a year-on-year growth of 8.53%, but the net profit attributable to shareholders was -198 million yuan, a significant decline of 193.88% [1] - The company's strategic focus on "advanced electronic circuits" and "digital manufacturing" continues, but high investments in the FCBGA packaging substrate project and losses from certain subsidiaries severely impacted overall performance [1] PCB Business - The PCB segment generated revenue of 4.299 billion yuan in 2024, an increase of 5.11% year-on-year, but the gross margin decreased by 1.76 percentage points to 26.96% [4] - The subsidiary Yixing Silicon Valley reported a loss of 132 million yuan due to poor customer and product structure, leading to underutilization of capacity [4] - Despite benefiting from the recovery of high-end mobile phone business, the overall profitability of the PCB segment remains below that of major industry competitors [4] Semiconductor Business - The semiconductor segment achieved revenue of 1.285 billion yuan in 2024, a year-on-year increase of 18.27%, but the gross margin was -33.16%, a decline of 28.60 percentage points [4] - The CSP packaging substrate business saw a revenue increase of 35.87%, driven by a recovery in the memory chip industry and an increase in market share from key customers [4] - High costs associated with the FCBGA project, totaling 734 million yuan, significantly dragged down the company's overall net profit [4][5] Digital Transformation - The company is actively pursuing digital transformation to enhance production efficiency and customer satisfaction, achieving some progress in the digital overhaul of PCB factories [6] - Despite a decrease in the period expense ratio by 1.72 percentage points, the overall gross margin still fell by 7.45 percentage points year-on-year [6] - Balancing long-term investments in digital transformation with short-term financial returns remains a challenge for the company [6] Overall Performance - The company faced significant operational pressure in 2024, with revenue growth overshadowed by a dramatic drop in net profit and losses from high-investment projects [6] - Future strategies must focus on optimizing the structure of the PCB business, achieving mass production breakthroughs in the semiconductor segment, and deepening digital transformation efforts to identify new growth points [6]

Market Overview - The main board saw significant gains with notable stocks such as Hubei Broadcasting (+10.04%), Tongding Internet (+10.02%), and Shanghai Film (+10.01%) leading the charge [1] - The ChiNext board also performed well, highlighted by Everbright Tongchuang (+20.01%) and Creative Information (+19.93%) [1] - The Sci-Tech Innovation board was led by Dekeli (+15.41%) and Lingzhi Software (+14.46%) [1] - Active sub-industries included SW Communication Application Value-Added Services (+3.09%) and SW Horizontal General Software (+3.01%) [1] Domestic News - Tianyue Advanced is expanding its production capacity for silicon carbide single crystal with a project to produce 500 tons annually, aiming for equipment installation by May 2025 and trial production by June [1] - Saizhuo Electronics has officially launched a vehicle-grade semiconductor packaging project with a total investment of 500 million, enhancing its strategic positioning in the vehicle-grade integrated circuit sector [1] - TSMC has commenced construction of its third semiconductor factory in Phoenix, Arizona, with completion expected between 2028 and 2030, utilizing advanced 2nm and 1.6nm process technologies [1] - Jinghe Integrated reported an increase in revenue from 55nm products, driven by higher shipments of DDIC/CIS products, with automotive chip development progressing smoothly [1] Company Announcements - Shen Si Electronics announced receipt of government subsidies amounting to 1.821 million yuan, representing 11.17% of its latest audited net profit attributable to shareholders [3] - Jiangbolong disclosed a plan for a major shareholder to reduce holdings by up to 4.16 million shares, accounting for 1.00% of total share capital, between May and August 2025 [3] - Tongguan Copper Foil reported a share buyback of 3,800 shares, representing 0.00046% of total share capital, with a total transaction amount of 37,976 yuan [3] - Huada Jiutian is progressing with a major asset restructuring, with ongoing audits and due diligence [3] Overseas News - Current global tariff rates, if unchanged, are expected to increase Apple's costs by $900 million for the quarter ending June [4] - Samsung Electronics is in discussions with Nvidia, Broadcom, and Google to develop custom 6th generation high bandwidth memory (HBM4), with deliveries anticipated as early as next year [4] - Samsung has confirmed plans to introduce vertical channel transistor (VCT) technology after the 7th generation 10nm DRAM process, with products expected in 2 to 3 years [4] - In Q1 2025, the global AMOLED smartphone panel market in South Korea accounted for 49.2%, while domestic manufacturers held a 50.8% share, showing resilience despite a year-on-year decline [4]

Core Viewpoint - The printed circuit board (PCB) industry in China is experiencing rapid development driven by government policies aimed at enhancing high-performance, high-frequency, and high-speed PCB products, as well as encouraging innovation and the development of new materials [1][3]. Policy Overview - The PCB industry is recognized as a critical component of electronic products, often referred to as the "mother of electronic products." The industry has evolved through various national plans, including the "12th Five-Year Plan," "13th Five-Year Plan," and "14th Five-Year Plan," focusing on improving material self-sufficiency, forming industrial clusters, and advancing technology innovation [1][3]. - A series of policies have been issued at the national level to support the development of high-performance PCBs, with a focus on innovation and new material research. As of February 2025, several key policies have been summarized [3][4]. National Policy Summary - Policies include the "Development Implementation Plan for Fine Chemical Industry Innovation" (2024-2027), which aims to enhance the supply capacity of key products in various fields, including electronic chemicals and high-performance materials [4]. - The "Guidance on Accelerating the Transformation and Upgrading of Traditional Manufacturing" emphasizes the need for enterprises to focus on foundational components and materials [5]. - The "Quality Strong Nation Construction Outline" aims to improve manufacturing agility and quality through the integration of digital technologies [5]. Provincial Policy Summary - Local governments are actively issuing policies to promote the PCB industry. For instance, Beijing's "14th Five-Year Plan" focuses on supporting consumer electronics and advanced manufacturing processes [10]. - Guangdong's initiatives include fostering high-end PCB production and supporting semiconductor material development [10][11]. - Jiangxi's plans aim to enhance the local PCB industry, targeting a revenue of 80 billion yuan by 2026 [12]. Industry Development Goals - The industry aims to overcome technological bottlenecks in high-end products such as HDI boards and flexible PCBs, while also focusing on the development of advanced manufacturing techniques [8]. - There is a strong emphasis on achieving self-sufficiency in key materials and components, reducing reliance on imports [8]. - The overall goal is to enhance the competitiveness of the PCB industry through innovation and improved product quality, aligning with national and local development strategies [8][12].

Core Viewpoint - The company reported a decline in net profit for 2024, with a significant loss attributed to high expenses and specific project challenges, but showed signs of recovery in Q1 2025 with a return to profitability [1][2]. Financial Performance - In 2024, the company achieved revenue of 5.817 billion yuan, a year-on-year increase of 8.53%, but reported a net loss of 198 million yuan [1] - For Q4 2024, revenue was 1.466 billion yuan, a year-on-year increase of 6.88%, but the net loss widened to 167 million yuan [1] - In Q1 2025, revenue reached 1.58 billion yuan, a year-on-year increase of 13.77%, with a net profit of 9 million yuan, indicating a turnaround [2] Business Segments - PCB Business: In 2024, PCB revenue was 4.3 billion yuan, a year-on-year increase of 5.11%, with a gross margin of 26.96% [3] - Semiconductor Business: Revenue for the semiconductor segment was 1.285 billion yuan, a year-on-year increase of 18.27%, but with a negative gross margin of -33.16% due to high costs and low production volume [3] Challenges and Adjustments - The company faced significant losses in 2024 due to high expenses related to the FCBGA packaging substrate project, which incurred costs of approximately 734 million yuan, and losses from subsidiaries [2][3] - Adjustments are being made to the Yixing Silicon Valley subsidiary to improve production processes and reduce losses [3] Future Outlook - The company expects net profits of 211 million yuan, 460 million yuan, and 630 million yuan for 2025, 2026, and 2027 respectively, reflecting a cautious but optimistic outlook [4] - The company is focusing on expanding production capacity and improving yield rates in the FCBGA project, aiming to break the overseas monopoly in the future [3]

Core Viewpoint - The company reported a revenue increase for 2024 but a significant decline in net profit, indicating challenges in profitability despite revenue growth [1] Financial Performance - In 2024, the company achieved a revenue of 5.817 billion yuan, a year-on-year increase of 8.53%, but reported a net profit of -0.198 billion yuan, a year-on-year decline of 193.88% [1] - For Q1 2025, the company reported a revenue of 1.580 billion yuan, a year-on-year increase of 13.77%, with a net profit of 0.009 billion yuan, a year-on-year decline of 62.24% [1] Business Segments - The PCB sample business is stable, with an optimized customer and product structure; revenue from the HDI board and SLP business grew due to strategic customer recovery in high-end mobile phones, generating 860.7646 million yuan in revenue and 136.1930 million yuan in net profit [2] - The FCBGA packaging substrate business faced high costs and losses from subsidiaries, with total expenses of 734.0358 million yuan for the FCBGA project, and losses of 131.7017 million yuan from Yixing Silicon Valley and 70.7008 million yuan from Guangzhou Xingke due to underutilization [2] Strategic Focus - The company is committed to high-end packaging substrate business, with semiconductor business revenue reaching 1.2848648 billion yuan, a year-on-year growth of 18.27%; the CSP packaging substrate business is expanding into storage and RF markets, benefiting from the recovery in the storage chip industry [3] - The FCBGA project is prepared for mass production, with ongoing customer certification and sample order deliveries, leading to improved yield rates [3] Investment Outlook - Revenue projections for 2025 to 2027 are 7.307 billion yuan, 9.206 billion yuan, and 11.784 billion yuan, with net profits of 0.154 billion yuan, 0.415 billion yuan, and 0.857 billion yuan respectively; the company is positioned as a key player in the domestic FCBGA substrate market amid a backdrop of domestic substitution [4] - The company is expected to reach a target price of 13.75 yuan based on a 56 times price-to-earnings ratio for 2026, maintaining a "Buy-A" investment rating [4]