二零二五年四月 关于圣邦微电子（北京）股份有限公司 2021 年限制性股票激励计划首次授予部分第四个归属期归属条件成就等事项的 法律意见书 北京市建国门北大街 8 号华润大厦 20 层 邮编：100005 电话：（86-10） 8519-1300 传真：（86-10） 8519-1350 junhebj@junhe.com 北京市君合律师事务所 关于 圣邦微电子（北京）股份有限公司 2021 年限制性股票激励计划首次授予部分第四个归属期归属条 件成就等事项的 法律意见书 致：圣邦微电子（北京）股份有限公司 北京市君合律师事务所（以下简称"本所"）为具有从事法律业务资格的律师事务 所。本所受圣邦微电子（北京）股份有限公司（以下简称"圣邦股份"或"公司"）委 托，担任公司 2021 年限制性股票激励计划（以下简称"2021 年激励计划"）、2022 年股票期权激励计划（以下简称"2022 年激励计划"）以及 2023 年股票期权激励计划 （以下简称"2023 年激励计划"，与 2021 年激励计划、2022 年激励计划以下合称"激 励计划"）的特聘法律顾问，依据《中华人民共和国公司法》（以下简称《公司法》）、 《 ...

关于圣邦微电子（北京）股份有限公司非经营性资金占用及其他 关联资金往来的专项说明 圣邦微电子（北京）股份有限公司 2024年度非经营性资金占用及 其他关联资金往来情况汇总表 1 关于圣邦微电子（北京）股份有限公司 非经营性资金占用及其他关联 资金往来的专项说明 致同会计师事务所（特殊普通合伙） 目 录 致同会计师事务所（特殊普通合伙） 中国北京 朝阳区建国门外大街 22 号 赛特广场 5 层 邮编 100004 电话 +86 10 8566 5588 传真 +86 10 8566 5120 www.grantthornton.cn 关于圣邦微电子（北京）股份有限公司 非经营性资金占用及其他关联资金往来的专项说明 致同专字（2025）第 110A011376 号 圣邦微电子（北京）股份有限公司全体股东： 我们接受圣邦微电子（北京）股份有限公司（以下简称"圣邦股份"） 委托，根据中国注册会计师执业准则审计了圣邦股份 2024 年 12 月 31日的合并 及公司资产负债表，2024 年度合并及公司利润表、合并及公司现金流量表、 合并及公司股东权益变动表和财务报表附注，并出具了致同审字（2025）第 110A0197 ...

圣邦微电子（北京）股份有限公司 章 程 | 第一章 | 总 | 则 | 2 | | --- | --- | --- | --- | | 第二章 | | 经营宗旨和范围 | 3 | | 第三章 | 股份 | | 3 | | 第一节 | | 股份发行 | 3 | | 第二节 | | 股份增减和回购 | 4 | | 第三节 | | 股份转让 | 5 | | 第四章 | | 股东和股东大会 | 7 | | 第一节 | | 股东 | 7 | | 第二节 | | 股东大会的一般规定 | 10 | | 第三节 | | 股东大会的召集 | 14 | | 第四节 | | 股东大会的提案与通知 | 15 | | 第五节 | | 股东大会的召开 | 17 | | 第六节 | | 股东大会的表决和决议 | 20 | | 第五章 | 董事会 | | 23 | | 第一节 | | 董事 | 24 | | 第二节 | | 独立董事 | 26 | | 第三节 | | 董事会 | 32 | | 第四节 | | 董事会秘书 | 37 | | 第六章 | | 总经理及其他高级管理人员 | 39 | | 第七章 | 监事会 | | 41 | | 第 ...

Financial Performance - The company's revenue for Q1 2025 was CNY 789,561,054.70, representing an increase of 8.30% compared to CNY 729,044,755.89 in the same period last year[5] - Net profit attributable to shareholders was CNY 59,766,696.38, up 9.90% from CNY 54,383,429.78 year-on-year[5] - The net profit after deducting non-recurring gains and losses decreased by 32.68% to CNY 33,964,223.73 from CNY 50,453,571.12 in the previous year[5] - The total comprehensive income for the period was CNY 58,280,356.34, compared to CNY 51,914,500.86 in the previous period, representing an increase of approximately 12.5%[22] - Basic earnings per share increased to CNY 0.1262 from CNY 0.1158, reflecting a growth of about 3.5%[22] Cash Flow - The net cash flow from operating activities surged by 1,366.84% to CNY 91,705,581.18, compared to a negative cash flow of CNY -7,238,926.56 in the same period last year[5] - Cash inflow from operating activities totaled CNY 987,270,023.35, up from CNY 817,840,250.54, indicating a growth of approximately 20.7%[23] - The net cash flow from financing activities was CNY 29,549,176.53, up from CNY 8,017,666.35, marking an increase of approximately 268%[24] - The ending cash and cash equivalents balance was CNY 895,602,726.53, down from CNY 1,336,560,682.92 in the previous period[24] - The company received CNY 594,607.64 from the recovery of investments, with total cash inflow from investment activities reaching CNY 905,095,970.55[24] Assets and Liabilities - Total assets at the end of the reporting period were CNY 5,883,841,160.69, an increase of 1.95% from CNY 5,771,119,556.50 at the end of the previous year[5] - The company's equity attributable to shareholders decreased by 0.94% to CNY 4,565,778,721.95 from CNY 4,609,226,482.20 at the end of the previous year[5] - Total liabilities increased to ¥1,323,737,727.39, up from ¥1,171,860,447.49 at the start of the period[19] - The company reported a significant increase in long-term liabilities, which rose to ¥484,674,042.06 from ¥302,988,797.09[19] Expenses - Total operating costs amounted to ¥737,852,432.08, up 17.2% from ¥629,886,094.34 in the prior period[20] - Research and development expenses increased to ¥245,722,901.60, up 18.1% from ¥207,923,475.56 year-over-year[21] - Employee compensation increased by 46.24% to ¥346,325,901.58 compared to ¥236,815,640.49 in the previous period[10] - Tax payments rose by 78.25% to ¥13,524,888.21, primarily due to increased value-added tax payments[10] - The company reported a decrease in income tax expenses by 40.27% to CNY 9,829,269.12, reflecting a reduction in taxable income[9] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 36,905[11] - The largest shareholder, Chongqing Hongshun Xiangtai Enterprise Management Co., Ltd., holds 19.07% of shares, totaling 90,345,865 shares[11] - The top 10 shareholders collectively hold significant stakes, with the largest three shareholders accounting for over 32% of total shares[11] Other Financial Metrics - The company reported a significant increase in goodwill by 192.34%, reaching CNY 230,052,285.57 due to mergers under different control[9] - The company experienced a 65.68% increase in short-term borrowings, totaling CNY 60,603,673.33, attributed to increased short-term loans from subsidiaries[9] - Other income surged by 288.15% to CNY 20,192,124.96, primarily due to increased VAT deductions[9] - Cash received from investment activities increased by 36.72% to ¥902,343,385.93, driven by higher redemptions of financial products[10] - Cash paid for the acquisition of fixed assets and other long-term assets increased by 73.06% to ¥70,375,452.36 from ¥40,665,071.02[10] - Cash received from bank borrowings was ¥21,396,126.55, indicating an increase in bank loans[10] - The cash flow from foreign exchange rate changes decreased by 83.42% to ¥402,343.43, indicating a significant impact from currency fluctuations[10]

Innovation and R&D - The company emphasizes the importance of continuous innovation to maintain competitiveness in the analog integrated circuit design industry, which is crucial for achieving high profit levels [5]. - The R&D team consists of experienced professionals and young talents, focusing on the latest developments in international analog chip technology and customer needs, with plans to increase R&D investment [6]. - New product development is critical for revenue growth, but it faces risks such as long development cycles and potential misjudgment of market needs [7]. - The company has established a feasibility assessment system to mitigate new product development risks, ensuring thorough market research and analysis before project initiation [9]. - The company emphasizes R&D investment, which has been increasing annually, leading to the development of core technologies that meet international standards [49]. - R&D personnel accounted for 74.09% of the total workforce, with 162 new patent applications filed during the reporting period [53][63]. - The company launched over 700 new products with independent intellectual property rights, covering various application fields [63]. - The company is developing high-precision ADC and DAC series products to meet new market demands, with multiple series already in mass production [83]. - New high-performance operational amplifiers and comparators are being developed, with several series already in production and patents filed [83]. - The company is expanding its product line with new low-power LDO series chips, enhancing performance and market competitiveness [83]. Financial Performance - The company's operating revenue for 2024 reached ¥3,346,983,120.66, representing a 27.96% increase compared to ¥2,615,716,404.14 in 2023 [33]. - Net profit attributable to shareholders for 2024 was ¥500,247,943.10, a significant increase of 78.17% from ¥280,768,286.79 in 2023 [33]. - The net profit after deducting non-recurring gains and losses for 2024 was ¥451,159,069.34, up 113.04% from ¥211,774,004.01 in 2023 [33]. - The net cash flow from operating activities for 2024 was ¥549,337,594.89, showing a remarkable increase of 221.87% compared to ¥170,670,822.08 in 2023 [33]. - The total assets at the end of 2024 amounted to ¥5,771,119,556.50, a 22.61% increase from ¥4,706,853,231.69 at the end of 2023 [33]. - The company's basic earnings per share for 2024 was ¥1.0619, reflecting a 76.66% increase from ¥0.6011 in 2023 [33]. - The weighted average return on equity for 2024 was 11.90%, an increase of 4.27% from 7.63% in 2023 [33]. - The company reported a total of ¥49,088,873.76 in non-recurring gains for 2024, compared to ¥68,994,282.78 in 2023 [39]. Market and Industry Trends - The semiconductor industry is projected to recover in 2024, with global semiconductor sales expected to reach $627.6 billion, a 19.1% increase from 2023 [44]. - The domestic analog integrated circuit industry is rapidly developing, leading to intensified market competition, which may affect the company's market share and profitability [13]. - The semiconductor industry is influenced by macroeconomic conditions and industry cycles, prompting the company to increase R&D investment and adjust product structures accordingly [19]. - The semiconductor market in China is expected to continue growing due to increasing domestic demand and advancements in domestic production capabilities [46]. - In 2024, China's GDP growth reached 5%, with the total economic output exceeding 130 trillion yuan, and a notable acceleration in Q4 growth to 5.4% [45]. - China's integrated circuit imports amounted to $385.6 billion, reflecting a year-on-year increase of 9.5%, while the number of imported integrated circuits rose by 14.5% to 549.2 billion units [45]. - The export value of integrated circuits from China reached $159.5 billion (approximately 1,135.16 billion yuan), marking a 17.4% year-on-year growth and surpassing the previous highest export item, mobile phones [45]. Supply Chain and Partnerships - The company has a long-term stable partnership with TSMC for wafer supply, and fluctuations in wafer and packaging prices could significantly impact financial performance [11]. - The company maintains a strong partnership with TSMC, which holds over 50% market share in the wafer foundry sector [54]. - The company has strengthened its brand influence and expanded its customer base across various sectors, including industrial control and automotive electronics [61]. - The company focuses on a "mainly distribution, supplemented by direct sales" model, which has proven effective in reaching a broad customer base [55]. Employee and Management Structure - The company has a strong management team with diverse backgrounds, including finance, law, and engineering [139]. - The company has implemented various stock option incentive plans since 2017, with a new stock option incentive plan for 2023 to be reserved for 2024 [154]. - The company emphasizes employee development through various training programs, including onboarding, technical training, and management capability enhancement [155]. - The total number of employees at the end of the reporting period is 1,598, with 836 in the parent company and 762 in major subsidiaries [152]. - The professional composition includes 1,208 technical personnel, 220 sales personnel, and 80 production personnel [152]. Governance and Compliance - The company has established a complete independent business system and autonomous operational capability, with no reliance on the controlling shareholder or related enterprises [126]. - The board of directors consists of 5 members, including 2 independent directors, ensuring compliance with legal and regulatory requirements [119]. - The company has a performance evaluation and incentive mechanism for directors and senior management, ensuring transparency in appointments [121]. - The company maintains independent financial management, with dedicated accounting personnel and independent bank accounts, ensuring no shared accounts with the controlling shareholder [130]. - The company has a monitoring mechanism in place, with a supervisory board of 3 members, including a representative from employees, to oversee major transactions and compliance [120]. Profit Distribution and Shareholder Relations - The company approved a profit distribution plan, distributing a cash dividend of 2 RMB (including tax) for every 10 shares based on a total of 473,745,179 shares, and a capital reserve increase of 3 shares for every 10 shares [20]. - The company aims to distribute at least 30% of the average distributable profit over the last three years every three years [156]. - The profit distribution policy must be approved by at least two-thirds of the voting rights at the shareholders' meeting [159]. - The company plans to distribute a cash dividend of 2.00 RMB per 10 shares, totaling 94,749,035.80 RMB, which represents 100% of the distributable profit [165]. - The total distributable profit available for shareholders is 2,462,173,617.96 RMB, after accounting for the net profit of 500,247,943.10 RMB and retained earnings [165]. Strategic Initiatives and Future Plans - The company's future strategy focuses on innovation-driven development, aiming to enhance economic efficiency and create social value through independent R&D and the introduction of high-performance analog integrated circuits [106]. - The 2025 operational plan includes strengthening R&D capabilities, expanding product lines, and enhancing marketing systems to improve brand recognition and market coverage [107]. - The company plans to develop various new products, including automotive-grade chips and high-performance operational amplifiers, while exploring new high-end technology fields [109]. - The company aims to strengthen its marketing efforts by targeting key markets and customers in sectors such as automotive electronics, IoT, and AI [110]. Risk Management - The company faces foreign exchange risks due to its operations being split between domestic sales in RMB and international sales in foreign currencies, primarily USD [15]. - Rising labor costs in China could pressure profit margins, prompting the company to enhance its compensation and incentive systems [14]. - The company has implemented a strict internal control system to mitigate operational risks and enhance the effectiveness of its internal audit processes [182]. - The internal control audit report confirms that the company maintained effective financial reporting internal controls as of December 31, 2024, with a standard unqualified opinion issued [187].

Market Overview - The Shanghai Composite Index fell by 0.07% on April 25, with 21 out of the 28 sectors rising, led by utilities and communications, which increased by 1.36% and 1.15% respectively [1] - The electronic sector rose by 0.43% [1] - The real estate and coal sectors experienced the largest declines, falling by 0.60% and 0.59% respectively [1] Capital Flow Analysis - The net inflow of capital in the two markets was 4.975 billion yuan, with 14 sectors seeing net inflows [1] - The computer sector had the highest net inflow, totaling 3.368 billion yuan, while the utilities sector followed with a net inflow of 1.581 billion yuan [1] - A total of 17 sectors experienced net outflows, with the non-ferrous metals sector leading with a net outflow of 942 million yuan, followed closely by the basic chemicals sector with 930 million yuan [1] Electronic Sector Performance - The electronic sector saw a net inflow of 1.568 billion yuan, with 272 out of 461 stocks rising, including 5 hitting the daily limit [2] - The top three stocks with the highest net inflow were Huadian Co. (4.37 billion yuan), Luxshare Precision (2.83 billion yuan), and Dongshan Precision (1.73 billion yuan) [2] - Six stocks in the electronic sector experienced net outflows exceeding 100 million yuan, with the largest outflows from SMIC (246 million yuan), Xilong Science (190 million yuan), and Shengbang Co. (122 million yuan) [2][3] Electronic Sector Capital Inflow and Outflow Rankings - The top inflow stocks included: - Huadian Co. (5.72% increase, 436.55 million yuan inflow) - Luxshare Precision (2.76% increase, 283.40 million yuan inflow) - Dongshan Precision (3.48% increase, 173.16 million yuan inflow) [2] - The top outflow stocks included: - SMIC (-0.76% decrease, -246.14 million yuan outflow) - Xilong Science (-2.04% decrease, -190.37 million yuan outflow) - Shengbang Co. (-8.27% decrease, -121.81 million yuan outflow) [3]

A股半导体板块走低，思瑞浦跌超13%，纳芯微跌超11%，圣邦股份得超9%。 ...

模拟芯片概念股集体大跌 思瑞浦跌超10% 智通财经4月25日电，思瑞浦、纳芯微跌超10%，圣邦股份、杰华特、晶丰明源、雅创电子跌超5%，南 芯科技、帝奥微等跟跌。 ...

Group 1: Macro and Industry Insights - The impact of Trump's tariff policy on China's manufacturing industry is significant, with a shift from labor-intensive industries to equipment manufacturing, primarily targeting ASEAN markets [1] - As the export tax rates between China and ASEAN diverge, opportunities for Chinese companies to expand overseas will increase, particularly in industries heavily reliant on exports to the US, such as mobile phones and automotive parts [1] Group 2: Banking Sector - The total scale of wealth management in China's banking sector decreased by 0.8 trillion yuan at the end of Q1 2025 compared to the beginning of the year, with fluctuations in scale due to market volatility [2] - The asset allocation structure remains stable, with an increase in the proportion of interbank lending and repurchase agreements, while bond and deposit asset proportions have decreased [2] Group 3: High-end Manufacturing - In March, exports continued the growth trend from January, with notable increases in the export of lawn mowers and sewing machines, with year-on-year growth rates of 30% and 47% respectively [3] - The growth in exports is attributed to preemptive consumer behavior in the US due to tariff disruptions [3] Group 4: Real Estate Market - In Q1, the transaction volume of residential land in key cities increased, with the average transaction price in the core 30 cities rising by 24% year-on-year [4] - The overall premium rate for residential land transactions in these cities increased by 11.3 percentage points year-on-year, indicating a recovery in the real estate market [4] Group 5: Precious Metals - The recent rise in gold prices is attributed to the weakening of the US dollar, enhancing gold's monetary attributes, with increased investment demand observed [6] - The report maintains a positive outlook on gold stocks, particularly those with strong earnings potential [6] Group 6: Chemical and Petrochemical Industry - The report highlights continued optimism for domestic substitution trends and sectors benefiting from economic recovery, recommending investments in major oil companies and chemical firms [7] - Specific companies mentioned include China Petroleum, China Petrochemical, and various agricultural chemical firms [7] Group 7: Company Performance - CNOOC Services reported a significant increase in net profit of 39.6% year-on-year for Q1 2025, with total revenue reaching 10.8 billion yuan [8] - The company is expected to see continued profit growth in the coming years, with net profit projections of 3.8 billion, 4.2 billion, and 4.6 billion yuan for 2025-2027 [8] Group 8: Environmental Sector - Oriental Electronics reported steady growth in major business revenues, with Q4 2024 net profit exceeding 200 million yuan [10] - The company is focusing on expanding its virtual power plant business, which is expected to contribute to future growth [10] Group 9: Telecommunications - China Mobile achieved a slight increase in revenue for Q1 2025, with total revenue of 263.8 billion yuan, reflecting a year-on-year growth of 0.02% [21] - The company has adjusted its net profit forecasts for 2025 and 2026, indicating a positive outlook for future performance [21]

2025 年 4 月 24 日 公司研究 股权激励彰显信心，模拟龙头再出发 ——圣邦股份（300661.SZ）跟踪报告之七 要点 24 年公司业绩实现显著复苏，尤其 Q4 表现亮眼：公司发布了 2024 年业绩预告， 预计 2024 年实现归母净利润 4.49 亿-5.33 亿元，同比增长 60%-90%；实现扣 非后归母净利润 3.88 亿-4.72 亿元，同比增长 83.32%-123.1%，较上年同期增 长的主要原因是 2024 年公司积极拓展业务、产品结构改善、应用领域扩展及产 品销量增加，相应的营业收入同比增长所致。24 年 Q4 单季度来看，若按中值 计算，24 年 Q4 单季度实现归母净利润 2.06 亿，同比增长 48.2%，环比增长 94.3%。 公司发布 2025 年股票期权激励计划，进一步健全公司长效激励机制：2025 年 4 月 19 日，公司发布 2025 年股票期权激励计划(草案），拟授予股票期权 1,250 万份，拟首次授予部分涉及的激励对象共计 1,466 人，首次授予的行权价格为每 份 96.00 元。在综合考虑了宏观经济环境、历史业绩、行业发展状况、市场竞争 情况以及公司未 ...