北京市金杜律师事务所上海分所 关于 上海富瀚微电子股份有限公司 可转换公司债券回售的 法律意见书 2020 年 11 月 13 日，公司召开第三届董事会第十次会议，审议通过了《关 于公司符合向不特定对象发行可转换公司债券条件的议案》《关于公司向不特定 对象发行可转换公司债券方案的议案》《关于公司向不特定对象发行可转换公司 债券预案的议案》《关于公司向不特定对象发行可转换公司债券的论证分析报告 的议案》《关于公司向不特定对象发行可转换公司债券募集资金运用可行性分析 报告的议案》《关于提请公司股东大会授权董事会全权办理本次向不特定对象发 行可转换公司债券具体事宜的议案》等与向不特定对象发行可转债（以下简称 本次发行）相关的议案。 致：上海富瀚微电子股份有限公司 北京市金杜律师事务所上海分所（以下简称本所）接受上海富瀚微电子股 份有限公司（以下简称公司）委托，根据《中华人民共和国证券法》（以下简称 《证券法》）、《中华人民共和国公司法》（以下简称《公司法》）、《可转换公司债 券管理办法》（以下简称《管理办法》）、《深圳证券交易所上市公司自律监管指 引第 15 号——可转换公司债券》（以下简称《监管指引》）等中华人民 ...

| 证券代码：300613 | 证券简称：富瀚微 | 公告编号：2025-056 | | --- | --- | --- | | 债券代码：123122 | 债券简称：富瀚转债 | | 上海富瀚微电子股份有限公司 关于富瀚转债回售的公告 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、误导性陈述或重大遗漏。 特别提示： 1、回售价格：100.241 元/张（含息、税） 2、回售条件满足日：2025 年 9 月 16 日 3、回售申报期：2025 年 9 月 19 日至 2025 年 9 月 25 日 4、发行人资金到账日：2025 年 9 月 30 日 5、回售款划拨日：2025 年 10 月 9 日 6、投资者回售款到账日：2025 年 10 月 10 日 7、回售申报期内，"富瀚转债"暂停转股 8、"富瀚转债"持有人有权选择是否进行回售，本次回售不具有强制性 9、在投资者回售款到账日之前，如发生司法冻结或扣划等情形，债券持有 人的该笔回售申报业务失效。 10、风险提示：投资者选择回售等同于以 100.241 元/张（含息、税）卖出持 有的"富瀚转债"。截至目前，"富瀚转债"的收盘 ...

Company Overview - Shanghai Fuhang Microelectronics Co., Ltd. was established on April 16, 2004, and went public on February 20, 2017. The company specializes in the research and sales of digital signal processing chips and provides professional technical services [2]. - The main business revenue composition is 96.84% from product sales and 3.16% from service provision [2]. - The company operates in the electronic-semiconductor-digital chip design industry and is involved in sectors such as facial recognition, drones, security, smart cities, and streaming media [2]. Financial Performance - As of July 31, the number of shareholders is 38,100, a decrease of 2.05% from the previous period, with an average of 5,749 circulating shares per person, an increase of 2.10% [2]. - For the first half of 2025, the company reported a revenue of 688 million yuan, a year-on-year decrease of 14.04%, and a net profit attributable to shareholders of 23.02 million yuan, down 78.10% year-on-year [2]. Stock Performance - The stock price of Fuhang Micro has decreased by 11.72% year-to-date, with a recent increase of 5.66% over the last five trading days. Over the past 20 days, the stock has declined by 9.29%, while it has increased by 8.60% over the last 60 days [2]. - On September 16, the stock rose by 2.06%, closing at 51.54 yuan per share, with a trading volume of 210 million yuan and a turnover rate of 1.88%, resulting in a total market capitalization of 11.976 billion yuan [1]. Shareholder and Dividend Information - Since its A-share listing, Fuhang Micro has distributed a total of 178 million yuan in dividends, with 96.47 million yuan distributed over the past three years [3]. - As of June 30, 2025, Hong Kong Central Clearing Limited is the eighth largest circulating shareholder, holding 2.2915 million shares, an increase of 831,600 shares from the previous period [3].

Company Overview - Shanghai Fuhang Microelectronics Co., Ltd. is located at 717 Yishan Road, Xuhui District, Shanghai, established on April 16, 2004, and listed on February 20, 2017. The company specializes in the research and sales of digital signal processing chips and provides professional technical services [1]. - The main business revenue composition includes 96.84% from product sales and 3.16% from service provision [1]. Financial Performance - For the first half of 2025, the company achieved operating revenue of 688 million yuan, a year-on-year decrease of 14.04%, and a net profit attributable to shareholders of 23.02 million yuan, down 78.10% year-on-year [2]. - Since its A-share listing, the company has distributed a total of 178 million yuan in dividends, with 96.47 million yuan distributed over the past three years [3]. Stock Performance - As of September 11, the stock price increased by 2.00% to 49.47 yuan per share, with a trading volume of 113 million yuan and a turnover rate of 1.06%, resulting in a total market capitalization of 11.495 billion yuan [1]. - Year-to-date, the stock price has decreased by 15.26%, with a 0.96% increase over the last five trading days, a 4.87% decrease over the last 20 days, and a 7.92% increase over the last 60 days [1]. Shareholder Information - As of July 31, the number of shareholders is 38,100, a decrease of 2.05% from the previous period, with an average of 5,749 circulating shares per person, an increase of 2.10% [2]. - As of June 30, 2025, Hong Kong Central Clearing Limited is the eighth largest circulating shareholder, holding 2.2915 million shares, an increase of 831,600 shares from the previous period [3]. Industry Context - Fuhang Micro is classified under the Shenwan industry category of electronics-semiconductors-digital chip design, with involvement in sectors such as drones, facial recognition, security, smart cities, and streaming media [1].

Group 1 - The company, 富瀚微, plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and capital strength [1] - The company has experienced a decline in revenue for two and a half consecutive years, with a revenue of 688 million yuan in the first half of 2025, down 14.04% year-on-year [2] - The net profit attributable to shareholders for the first half of 2025 was 23 million yuan, a decrease of 78.10% year-on-year [2] Group 2 - The company reported a net cash flow from operating activities of 358 million yuan in the first half of 2025, an increase of 81.51% year-on-year [2] - The controlling shareholder's action to reduce holdings includes a plan to sell up to 6,902,080 shares, representing 3% of the total share capital [2] - The shareholder, 杰智控股, sold 1,686,403 shares at an average price of 51.03 yuan per share and 600,000 shares at an average price of 43.52 yuan per share, totaling approximately 112.17 million yuan in cash [3][4] Group 3 - 上海朗瀚企业管理有限公司, a shareholder, reduced its holdings by 2.29 million shares between April and June 2025, with an average price of 48.23 yuan per share [4][5] - The company issued 581.19 million yuan in convertible bonds in 2021, with a net amount raised of approximately 569.69 million yuan after expenses [7]

Company Overview - Shanghai Fuhang Microelectronics Co., Ltd. was established on April 16, 2004, and went public on February 20, 2017. The company specializes in the research and sales of digital signal processing chips and provides professional technical services [2]. - The main business revenue composition is 96.84% from product sales and 3.16% from service provision [2]. Stock Performance - As of September 5, the stock price increased by 2.00% to 49.98 CNY per share, with a total market capitalization of 11.613 billion CNY [1]. - Year-to-date, the stock price has decreased by 14.39%, with a 7.43% drop over the last five trading days and a 1.81% decline over the last 20 days. However, there was a 9.36% increase over the last 60 days [2]. Financial Performance - For the first half of 2025, the company reported a revenue of 688 million CNY, representing a year-on-year decrease of 14.04%. The net profit attributable to shareholders was 23.0234 million CNY, down 78.10% year-on-year [2]. - Since its A-share listing, the company has distributed a total of 178 million CNY in dividends, with 96.4723 million CNY distributed over the last three years [3]. Shareholder Information - As of July 31, the number of shareholders was 38,100, a decrease of 2.05% from the previous period, with an average of 5,749 circulating shares per shareholder, an increase of 2.10% [2]. - As of June 30, 2025, Hong Kong Central Clearing Limited was the eighth largest circulating shareholder, holding 2.2915 million shares, an increase of 831,600 shares from the previous period [3]. Market Position - The company operates within the semiconductor industry, specifically in digital chip design, and is associated with concepts such as drones, security, facial recognition, and smart cities [2].

Company Overview - Shanghai Fuhang Microelectronics Co., Ltd. was established on April 16, 2004, and listed on February 20, 2017. The company specializes in the research and sales of digital signal processing chips and provides professional technical services [2]. - The main business revenue composition is 96.84% from product sales and 3.16% from service provision [2]. - The company operates in the electronic-semiconductor-digital chip design industry and is involved in sectors such as drones, security, smart cities, specialized and innovative enterprises, and facial recognition [2]. Financial Performance - For the first half of 2025, the company achieved operating revenue of 688 million yuan, a year-on-year decrease of 14.04%, and a net profit attributable to shareholders of 23.02 million yuan, down 78.10% year-on-year [2]. - Since its A-share listing, the company has distributed a total of 178 million yuan in dividends, with 96.47 million yuan distributed over the past three years [3]. Stock Performance - As of September 4, the company's stock price decreased by 2.02%, trading at 49.58 yuan per share, with a total market capitalization of 11.52 billion yuan [1]. - Year-to-date, the stock price has dropped by 15.08%, with a 12.01% decline over the last five trading days and a 5.51% decline over the last 20 days, although it has increased by 5.20% over the last 60 days [2]. - The company experienced a net outflow of 6.57 million yuan in principal funds, with significant selling pressure observed [1]. Shareholder Information - As of July 31, the number of shareholders was 38,100, a decrease of 2.05% from the previous period, with an average of 5,749 circulating shares per shareholder, an increase of 2.10% [2]. - As of June 30, 2025, Hong Kong Central Clearing Limited was the eighth largest circulating shareholder, holding 2.29 million shares, an increase of 831,600 shares from the previous period [3].

Group 1 - A-share companies are increasingly planning to list in Hong Kong, indicating a trend in the market [1] - A total of 29 A-share listed companies have disclosed plans for Hong Kong listings this month [1] - Notable companies involved in this trend include Huaxin Cement, Shengbang Co., Dongcheng Pharmaceutical, and others [1]

Group 1 - Company plans to list H-shares to enhance international presence and facilitate overseas market expansion [1] - H-share market offers higher financing convenience and broader exposure to international investors [1] - Specific details regarding the H-share issuance and listing are still under discussion with relevant intermediaries [1] Group 2 - Company operates in the integrated circuit industry, focusing on digital chip design and providing complete video-centric solutions [3] - In the first half of 2025, company reported revenue of 688 million yuan, a year-on-year decrease of 14.04%, and a net profit of 23.02 million yuan, down 78.1% [3] - R&D investment increased to approximately 170 million yuan, a year-on-year growth of 2.71% [3] Group 3 - Automotive business maintains the highest and stable gross margin, while professional video business gross margin decreased by about 1 percentage point [4] - Company anticipates a price increase cycle for storage chips and has prepared sufficient inventory to mitigate margin impacts [4] - Future development will focus on expanding in the audio-visual field and exploring projects through industry funds or direct investments [4]

Core Viewpoint - Company Fuhang Micro (300613.SZ) plans to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance its global strategy and capital strength [1] Group 1: Company Overview - Fuhang Micro is a leading chip design company focused on the visual field, providing high-performance video codec IPC and NVR SoC chips, image signal processor ISP chips, smart display chips, and automotive video transmission chips [1] - The company's products are widely used in professional video processing, smart IoT, and smart transportation, covering global industry-leading brand terminal products [1] Group 2: Financial Information - As of August 28, 2025, Fuhang Micro's total market capitalization is approximately 13.093 billion RMB [1]