紫光国微(002049) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions This section provides essential disclaimers, lists available reference documents, and defines key terms for clarity in the report Important Notice The Board, Supervisors, and senior management guarantee the report's accuracy, and the company plans no cash dividends or share transfers - The Board, Supervisors, and senior management guarantee the semi-annual report's truthfulness, accuracy, and completeness[4] - The company's head, chief accountant, and accounting department head declare the financial report is true, accurate, and complete[4] - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital[5] Catalogue of Reference Documents This section lists the original semi-annual report, financial statements, and publicly disclosed company documents available at the Board office - Reference documents include the original semi-annual report signed by the legal representative, financial statements stamped by the responsible person, and original drafts of documents disclosed on designated websites[10] Definitions This section defines common terms, including company abbreviations, key subsidiaries, and critical technologies like FPGA, SOC, and eSIM for clarity - Defines the company's abbreviation "Unigroup Guoxin Micro" and its main subsidiaries, such as Zhiguangxin, Unigroup Chunhua, and Unigroup Tongxin[11] - Explains key integrated circuit industry technical terms, including FPGA, SOC, ASIC, SoPC, MCU, and eSIM[11] - Clarifies the reporting period as January 1, 2025, to June 30, 2025[11] Part II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, and a summary of its key financial performance and position Company Profile Unigroup Guoxin Microelectronics Co., Ltd. (stock code: 002049) is listed on the Shenzhen Stock Exchange, with Chen Jie as its legal representative Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Unigroup Guoxin Micro | | Stock Code | 002049 | | Stock Exchange | Shenzhen Stock Exchange | | Company's Chinese Name | 紫光国芯微电子股份有限公司 | | Company's Legal Representative | Chen Jie | Contact Information The company provides contact details for Board Secretary Luo Yongjun and Securities Affairs Representative Ding Zhiyong for investor communication Company Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Luo Yongjun | 16th Floor, Block B, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 010-56757310 | 010-56757366 | luoyj@gosinoic.com | | Securities Affairs Representative | Ding Zhiyong | 16th Floor, Block B, Zhizhen Building, No. 7 Zhichun Road, Haidian District, Beijing | 010-56757310 | 010-56757366 | zhengquan@gosinoic.com | Other Information The company's registered address, office address, website, email, and information disclosure locations remained unchanged during the reporting period - Company contact information, information disclosure, and storage locations remained unchanged during the reporting period, as detailed in the 2024 annual report[15][16] Key Accounting Data and Financial Indicators The company's operating revenue increased by 6.07% to 3.047 billion Yuan, but net profit attributable to shareholders decreased by 6.18% to 691.93 million Yuan, primarily due to reduced non-recurring gains and losses Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Adjusted) (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | 6.07% | | Net Profit Attributable to Shareholders | 691,933,709.37 | 737,522,233.00 | -6.18% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Gains/Losses) | 653,024,594.95 | 625,532,585.86 | 4.39% | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | -24.49% | | Basic Earnings Per Share (Yuan/share) | 0.8206 | 0.8746 | -6.17% | | Diluted Earnings Per Share (Yuan/share) | 0.8206 | 0.8746 | -6.17% | | Weighted Average Return on Net Assets | 5.44% | 6.18% | -0.74pct | | Period-End Indicators | Current Period-End (Yuan) | Prior Year-End (Adjusted) (Yuan) | Period-End vs. Prior Year-End Change | | Total Assets | 17,695,570,610.55 | 17,319,762,346.06 | 2.17% | | Net Assets Attributable to Shareholders | 12,877,783,896.26 | 12,394,471,246.98 | 3.90% | - Net profit attributable to shareholders decreased by 6.18% year-on-year, mainly due to a decrease in non-recurring gains and losses from equity disposal investment income and government subsidies[18] - The company approved an accounting policy change on April 21, 2025, to account for government subsidies using the gross method instead of the net method, effective December 1, 2024, with no impact on net assets, operating revenue, or net profit for the current or comparative periods[19] Differences in Accounting Data Under Domestic and Foreign Accounting Standards The company reported no differences in net profit and net assets between international/foreign accounting standards and Chinese accounting standards during the reporting period - The company reported no differences in accounting data under domestic and foreign accounting standards during the reporting period[21][22] Non-Recurring Gains and Losses and Amounts The company's non-recurring gains and losses totaled 38.91 million Yuan during the reporting period, primarily from government subsidies, fair value changes of financial assets, and disposal of non-current assets Non-Recurring Gains and Losses and Amounts | Item | Amount (Yuan) | | :--- | :--- | | Gains/Losses from Disposal of Non-Current Assets | 299,529.28 | | Government Subsidies Included in Current Profit/Loss (Excluding Those with Sustainable Impact) | 29,244,891.71 | | Gains/Losses from Fair Value Changes and Disposal of Financial Assets and Liabilities Held by Non-Financial Enterprises | 12,222,278.98 | | Reversal of Impairment Provisions for Accounts Receivable Subject to Separate Impairment Testing | 294,414.99 | | Other Non-Operating Income and Expenses Apart from the Above | 382,132.00 | | Less: Income Tax Impact | 3,534,132.54 | | Total | 38,909,114.42 | - The company does not classify non-recurring gains and losses as recurring gains and losses[25] Part III Management Discussion and Analysis This section analyzes the company's main business operations, core competitiveness, financial performance, investment activities, and risk factors, along with its efforts in quality and investor returns Main Business Operations During the Reporting Period As a leading integrated circuit design enterprise in China, the company has achieved significant progress in its three major business segments: special integrated circuits, smart security chips, and quartz crystal frequency devices, benefiting from an 18.9% growth in the global semiconductor market in H1 2025 - In H1 2025, the global semiconductor market reached 346 billion USD, growing by 18.9% year-on-year, primarily driven by logic chips (37% growth) and memory chips (20% growth)[27] - The company is one of China's leading integrated circuit design enterprises, with extensive brand influence and recognition in special integrated circuits and smart security chips[28] - The company's main business segments include special integrated circuits, smart security chips, and quartz crystal frequency devices, providing chips, system solutions, and terminal products for various industries such as mobile communication, finance, government, automotive, and IoT[29] (I) Industry Overview The integrated circuit industry, a cornerstone of new quality productive forces and the digital economy, saw the global semiconductor market grow by 18.9% to 346 billion USD in H1 2025, driven by strong demand for logic and memory chips - In H1 2025, the global semiconductor market reached 346 billion USD, growing by 18.9% year-on-year, primarily driven by logic chips (37% growth) and memory chips (20% growth)[27] - WSTS forecasts the 2025 global semiconductor market to reach 728 billion USD, a 15.4% year-on-year increase, with the Americas and Asia-Pacific leading the growth[27] - In H1 2025, China's integrated circuit imports increased by 8.9% in quantity and 8.3% in value, while exports grew by 20.6% in quantity and 20.3% in value[27] (II) Main Business Segments The company is a major comprehensive integrated circuit listed company in China, with its main business divided into three segments: special integrated circuits, smart security chips, and quartz crystal frequency devices - The company focuses on special integrated circuits and smart security chips as its two main businesses, while also developing in the quartz crystal frequency device sector[29] - The special integrated circuit business covers over 800 varieties, including AI+vision sensing, processors, programmable devices, memory, network and interface, analog devices, and ASIC/SoPC, also expanding into commercial aerospace applications[29] - The smart security chip business includes SIM card chips, financial IC card chips, electronic ID chips, POS machine security chips, and automotive electronic chips, offering innovative terminal products and solutions based on security chips[29] (III) Performance of Each Business Segment During the reporting period, the special integrated circuit business optimized R&D, launched its own packaging line, and expanded into aerospace applications; smart security chips maintained global SIM card leadership and achieved mass production in automotive electronics; quartz crystal frequency devices benefited from improved consumer electronics, focusing on miniaturization and high-frequency products - The special integrated circuit business optimized its R&D structure, improved efficiency, launched its self-built packaging line, maintained leadership in FPGA and system-on-chip, offered the most advanced and comprehensive special memory technology, and successfully expanded into aerospace applications[31][32] - The smart security chip business maintained its global leading position in the SIM card chip market, with eSIM products adopted by multiple top mobile phone manufacturers and mass-shipped, and automotive security chip solutions achieving mass production with several leading Tier1 suppliers and OEMs[32][33] - The quartz crystal frequency device business benefited from an improved consumer electronics market, continuously strengthening R&D for miniaturized, high-frequency, and high-precision products, successfully developing SMD2016 and SMD2520 oscillators, and meeting AEC-Q200/100 requirements for multiple automotive-grade products[33][34] Core Competitiveness Analysis The company's core competitiveness stems from its product and technology leadership, strong market and supply chain presence, and a highly skilled talent pool and management team - The company possesses deep R&D and industrialization capabilities in special integrated circuits, smart security chips, and quartz crystal frequency devices, securing 26 invention patents and 6 utility model patents during the reporting period[36] - Smart security chip products have obtained multiple authoritative domestic and international certifications, including UnionPay chip security, National Cryptography Level 2, international SOGIS CC EAL6+, and AEC-Q100 automotive-grade certification, demonstrating top-tier security levels[37] - The company boasts an excellent technical, R&D, and management team in the integrated circuit industry, with R&D personnel accounting for over 50%, and over 50% of them holding master's degrees or higher, continuously improving its multi-level, long-term, and high-efficiency comprehensive incentive system[38] (I) Product and Technology Advantages The company holds a leading position in special integrated circuits, offering comprehensive system solutions around core control chips like FPGA and SOC, while its smart security chips boast advanced core technologies and multiple certifications, and quartz crystal frequency components achieve autonomous production of high-end wafers using Q-MEMS lithography - The company holds a leading position in special integrated circuits, offering comprehensive system solutions with a rich array of peripheral products around core control chips such as FPGA, SOC, SoPC, and DSP[37] - Smart security chips master core technologies including secure algorithms, attack and defense, and high reliability, with products certified by UnionPay chip security, National Cryptography Level 2, international SOGIS CC EAL6+, and AEC-Q100 automotive-grade standards[37] - Quartz crystal frequency components achieve autonomous production of high-end wafers using Q-MEMS lithography technology, possessing mass production capabilities for miniature chip tuning fork resonators, high-fundamental frequency crystal resonators, and high-fundamental frequency crystal oscillators[37] (II) Market and Supply Chain Advantages Through years of market cultivation, the company has accumulated extensive customer resources, with products sold globally and leading market shares in special integrated circuits and smart security chips, while its self-built high-reliability chip packaging and testing lines enhance supply chain security - The company has accumulated extensive customer resources, with products sold globally, holding leading market shares in the special integrated circuit and smart security chip segments[38] - The company primarily engages in chip R&D and design, outsourcing wafer manufacturing and packaging/testing, maintaining long-term stable cooperation with mainstream foundries in the industry[38] - By establishing its own high-reliability chip packaging and testing production lines, the company has further enhanced its supply chain assurance capabilities[38] (III) Talent and Team Advantages The company boasts an excellent and stable technical, R&D, and management team in the integrated circuit industry, with over 50% of its staff in R&D, and more than half of them holding master's degrees or higher, supported by a robust talent incentive system - The company possesses an excellent technical, R&D, and management team in the integrated circuit industry, having accumulated rich experience in integrated circuit design and industrialization[38] - As of the end of the reporting period, R&D personnel accounted for over 50% of the company's workforce, with over 50% of them holding master's degrees or higher[38] - The company maintains a scientific management system and talent incentive mechanism, continuously building and improving a multi-level, medium-to-long-term, and highly effective comprehensive incentive system[38] Main Business Analysis The company's main business revenue grew by 6.07% during the reporting period, driven by significant increases in special integrated circuits and quartz crystal frequency devices, despite a slight decline in smart security chip revenue; sales expenses rose sharply due to market expansion, and net cash flow from operating activities decreased by 24.49% Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (Yuan) | Prior Year Period (Yuan) | YoY Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | 6.07% | | Operating Cost | 1,354,351,408.20 | 1,210,291,559.23 | 11.90% | | Selling Expenses | 144,639,113.87 | 90,688,079.75 | 59.49% | | Administrative Expenses | 150,579,466.36 | 158,821,384.58 | -5.19% | | Financial Expenses | -13,143,447.72 | -32,133,035.44 | 59.10% | | Income Tax Expense | 34,369,050.09 | 44,938,982.74 | -23.52% | | R&D Investment | 687,057,443.86 | 677,501,810.52 | 1.41% | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | -24.49% | | Net Cash Flow from Investing Activities | -646,676,421.95 | -443,313,408.18 | -45.87% | | Net Cash Flow from Financing Activities | -258,304,903.84 | -815,641,651.42 | 68.33% | | Net Increase in Cash and Cash Equivalents | -429,409,560.94 | -622,236,041.46 | 30.99% | Operating Revenue Composition (by Product and Region) | Category | Item | Current Period Amount (Yuan) | % of Operating Revenue | Prior Year Period Amount (Yuan) | % of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | By Industry | Integrated Circuits | 2,863,708,541.77 | 93.98% | 2,725,445,087.85 | 94.87% | 5.07% | | | Electronic Components | 151,140,881.99 | 4.96% | 111,316,715.62 | 3.87% | 35.78% | | By Product | Smart Security Chips | 1,394,904,496.83 | 45.78% | 1,481,637,442.95 | 51.57% | -5.85% | | | Special Integrated Circuits | 1,468,804,044.94 | 48.20% | 1,243,807,644.90 | 43.30% | 18.09% | | | Quartz Crystal Frequency Devices | 151,140,881.99 | 4.96% | 111,316,715.62 | 3.87% | 35.78% | | By Region | Domestic | 2,718,654,007.99 | 89.22% | 2,456,792,891.64 | 85.52% | 10.66% | | | Overseas | 328,615,752.69 | 10.78% | 416,059,527.44 | 14.48% | -21.02% | - Selling expenses increased by 59.49% year-on-year, primarily due to the company's active market expansion, service optimization, and increased personnel and promotional expenses[40] Non-Main Business Analysis The company's non-main business activities impacted total profit, with government subsidies contributing positively, while credit impairment losses and investment losses from associates had negative effects Impact of Non-Main Business on Total Profit | Item | Amount (Yuan) | % of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -29,875,478.06 | -4.11% | Investment losses from associates accounted for using the equity method | Investment income accounted for using the equity method is sustainable | | Gains/Losses from Fair Value Changes | 4,399,482.20 | 0.61% | Fair value changes of bank wealth management products (financial assets held for trading) | Yes | | Asset Impairment | 8,577,710.08 | 1.18% | Reversal of inventory impairment losses | No | | Credit Impairment Losses | -44,199,718.77 | -6.09% | Expected credit losses on accounts receivable recognized in the current period | Expected credit losses calculated by credit risk characteristics are sustainable | | Other Income | 61,326,760.15 | 8.44% | Government subsidies related to daily operating activities | Partially sustainable | | Gains from Asset Disposal | 361,400.79 | 0.05% | Gains from disposal of fixed assets | No | Analysis of Assets and Liabilities At the end of the reporting period, the company's total assets increased by 2.17% year-on-year, and net assets attributable to shareholders increased by 3.90%, with a slight decrease in the asset-liability ratio indicating a stable financial structure Significant Changes in Asset Composition | Item | Current Period-End Amount (Yuan) | % of Total Assets | Prior Year-End Amount (Yuan) | % of Total Assets | % Change (pct) | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 2,028,061,634.27 | 11.46% | 2,461,114,778.52 | 14.21% | -2.75 | Net cash outflow due to purchase of bank wealth management products, large-denomination certificates of deposit, and cash dividends | | Accounts Receivable | 5,030,388,302.62 | 28.43% | 4,056,731,829.30 | 23.42% | 5.01 | Large volume of year-end settlement for special integrated circuit business and growth in integrated circuit business revenue | | Financial Assets Held for Trading | 1,193,275,465.96 | 6.74% | 785,209,035.61 | 4.53% | 2.21 | Increase due to purchase of principal-protected floating-rate bank wealth management products | | Notes Receivable | 519,377,079.13 | 2.94% | 1,356,054,577.76 | 7.83% | -4.89 | Large volume of notes settlement for special integrated circuit business at prior year-end, matured in current year | - At the end of the reporting period, the company's consolidated financial statement asset-liability ratio was 27.23%, a decrease of 1.21 percentage points from 28.44% at the beginning of the period[150] Assets and Liabilities Measured at Fair Value | Item | Beginning Balance (Yuan) | Current Period Fair Value Change (Yuan) | Current Period Purchases (Yuan) | Current Period Sales (Yuan) | Ending Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading | 785,209,035.61 | 4,399,482.20 | 3,000,000,000.00 | 2,604,223,273.43 | 1,193,275,465.96 | | Notes Receivable Financing | 132,020,067.56 | - | - | - | 57,259,443.25 | | Other Non-Current Financial Assets | 139,339,200.00 | - | - | - | 139,339,200.00 | | Total | 1,056,568,303.17 | 4,399,482.20 | 3,000,000,000.00 | 2,604,223,273.43 | 1,389,874,109.21 | Investment Status Analysis The company's total investment increased by 18.85% year-on-year, with ongoing non-equity projects like the R&D and Production Building and Micro Quartz Crystal Resonator Production Base; the overall utilization rate of raised funds was 62.78%, with some projects re-directed due to market changes Report Period Investment Amount | Indicator | Amount (Yuan) | | :--- | :--- | | Current Period Investment Amount | 80,517,150.14 | | Prior Year Period Investment Amount | 67,744,034.80 | | Change Rate | 18.85% | - The "Shenzhen Guoxin R&D and Production Building Project" was originally planned for completion by July 2025 but has been extended to February 2029 due to unforeseen circumstances during construction not attributable to the company[56][64] Overall Utilization of Raised Funds | Fundraising Year | Net Raised Funds (10,000 Yuan) | Total Raised Funds Used in Current Period (10,000 Yuan) | Total Raised Funds Used Cumulatively (10,000 Yuan) | % of Raised Funds Used at Period-End | | :--- | :--- | :--- | :--- | :--- | | 2021 | 148,787.66 | 5,137.87 | 93,408.80 | 62.78% | - Original committed fundraising projects, "New High-End Security Series Chip R&D and Industrialization Project" and "Automotive Controller Chip R&D and Industrialization Project," have been re-directed to new fundraising projects and permanent replenishment of working capital due to market fluctuations and lower-than-expected demand[64][67] 1. Overall Situation During the reporting period, the company's total investment amounted to 80.52 million Yuan, an 18.85% increase compared to the same period last year Report Period Investment Amount | Indicator | Amount (Yuan) | | :--- | :--- | | Current Period Investment Amount | 80,517,150.14 | | Prior Year Period Investment Amount | 67,744,034.80 | | Change Rate | 18.85% | 2. Significant Equity Investments Acquired During the Reporting Period The company did not acquire any significant equity investments during the reporting period - The company had no significant equity investments during the reporting period[55] 3. Significant Non-Equity Investments Underway During the Reporting Period The company is undertaking significant non-equity investment projects, including the "R&D and Production Building Project" and the "Micro Quartz Crystal Resonator Production Base Project," with the former's implementation period extended to February 2029 due to unforeseen construction issues Significant Non-Equity Investment Projects | Project Name | Investment Method | Fixed Asset Investment | Current Period Investment (Yuan) | Cumulative Actual Investment at Period-End (Yuan) | Project Progress | Reasons for Not Meeting Planned Progress and Expected Returns | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | R&D and Production Building Project | Self-built | Yes | 10,267,212.88 | 60,737,449.59 | Design and construction phase | Originally planned for completion by July 2025, extended to February 2029 due to unforeseen issues during construction, such as relocation of illegal cables and water pipes, not attributable to the company | | Micro Quartz Crystal Resonator Production Base Project | Self-built | Yes | 39,209,946.88 | 39,209,946.88 | Project under construction, some production line equipment already on site | Not applicable | 4. Financial Asset Investments The company had no securities or derivative investments during the reporting period - The company had no securities investments during the reporting period[57] - The company had no derivative investments during the reporting period[58] 5. Use of Raised Funds The company's 2021 convertible bond issuance raised 1.488 billion Yuan, with 934.09 million Yuan (62.78%) utilized by June 30, 2025; some projects were re-directed due to market changes, and 613.49 million Yuan in unused funds remain, partly for cash management Overall Utilization of Raised Funds | Fundraising Year | Fundraising Method | Net Raised Funds (10,000 Yuan) | Total Raised Funds Used in Current Period (10,000 Yuan) | Total Raised Funds Used Cumulatively (10,000 Yuan) | % of Raised Funds Used at Period-End | Cumulative Amount of Raised Funds with Changed Use (10,000 Yuan) | % of Raised Funds with Changed Use | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 2021 | Public issuance of convertible corporate bonds to unspecified investors | 148,787.66 | 5,137.87 | 93,408.80 | 62.78% | 105,000 | 70.57% | - As of June 30, 2025, the company's total raised funds balance was 613.49 million Yuan, comprising 18.49 million Yuan in dedicated accounts and 595 million Yuan in unexpired structured bank deposits[61] - Original committed fundraising projects, "New High-End Security Series Chip R&D and Industrialization Project" and "Automotive Controller Chip R&D and Industrialization Project," have been re-directed to new fundraising projects and permanent replenishment of working capital due to market fluctuations and lower-than-expected demand[64][67] Significant Asset and Equity Disposals The company did not undertake any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[68] - The company did not dispose of significant equity during the reporting period[69] Analysis of Major Holding and Participating Companies The company's major subsidiaries, Shenzhen Guoxin Microelectronics and Unigroup Tongxin, significantly contributed to revenue and net profit, though Unigroup Tongxin's net profit declined due to intense market competition and reduced investment income from equity disposal in the prior year Financial Performance of Major Subsidiaries | Company Name | Company Type | Registered Capital (Yuan) | Total Assets (Yuan) | Net Assets (Yuan) | Operating Revenue (Yuan) | Operating Profit (Yuan) | Net Profit (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shenzhen Guoxin Microelectronics | Subsidiary | 150,000,000.00 | 12,251,940,540.56 | 10,044,554,530.95 | 1,468,761,567.04 | 671,060,304.64 | 628,248,469.05 | | Unigroup Tongxin | Subsidiary | 1,000,000,000.00 | 3,005,833,060.09 | 1,205,445,691.29 | 1,373,520,487.10 | 144,877,802.58 | 146,192,430.97 | - Unigroup Tongxin's net profit decreased year-on-year, primarily due to intense market competition leading to lower product prices and gross margins, as well as reduced investment income from equity disposal in the prior year[70] - The company did not acquire or dispose of any subsidiaries during the reporting period[70] Information on Structured Entities Controlled by the Company The company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[71] Risks Faced by the Company and Countermeasures While the company currently faces no significant operational risks, uncertainties in demand for special integrated circuits, declining product prices, and long R&D cycles for new products may adversely affect performance; the company plans to mitigate these through innovation, market expansion, and differentiated offerings - The company faces risks including uncertain effective demand in the special integrated circuit sector, declining prices for some products, high R&D investment and long introduction cycles for new products, and market competition[71] - Intense competition in the smart security chip industry, downward pressure on product prices, and high R&D investment with long introduction cycles for automotive electronic chips may negatively impact operating performance growth[71] - The company will address risks by closely monitoring market demand, leveraging R&D talent and market advantages, continuously increasing technological innovation and product R&D, expanding product application areas, and providing differentiated products and solutions[71] Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan The company has established a "Unigroup Guoxin Microelectronics Co., Ltd. Market Value Management System" to standardize market value management, enhance investment value, and protect investor rights, but has not disclosed a specific valuation enhancement plan - The company has established the "Unigroup Guoxin Microelectronics Co., Ltd. Market Value Management System" to standardize market value management, enhance investment value, and improve investor returns[72] - The company has not disclosed a valuation enhancement plan[72] Implementation of "Quality and Return Dual Enhancement" Action Plan The company actively implemented its "Quality and Return Dual Enhancement" action plan, making progress in strengthening core business, driving innovation, improving information disclosure, enhancing governance, and prioritizing investor returns - The company has announced its "Quality and Return Dual Enhancement" action plan, aiming to improve listed company quality and investment value, and protect shareholder interests[73] - The company continues to consolidate its advantages in the three main business areas of special integrated circuits, smart security chips, and quartz crystal frequency devices, expanding into new application scenarios and maintaining market leadership[73] - The company has achieved significant results in technological innovation, with aerospace products in mass application, eSIM products mass-shipped, automotive-grade products meeting AEC-Q200/100 requirements, and its self-built high-reliability chip packaging line in operation[74] - The company actively protects investor interests and enhances company value through actions such as a 177 million Yuan cash dividend for 2024 and the repurchase of 3,089,916 shares totaling 199 million Yuan[75] Part IV Corporate Governance, Environment, and Society This section details changes in the company's directors, supervisors, and senior management, its profit distribution policy, employee incentive plans, environmental information disclosure, and social responsibility initiatives Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in the company's directors, supervisors, and senior management, with Huang Wenyu and Xie Wengang resigning, and Li Tianchi and Lai Youwei being appointed Changes in Directors, Supervisors, and Senior Management | Name | Position | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Huang Wenyu | Independent Director | Resignation | February 28, 2025 | Personal reasons | | Xie Wengang | President | Dismissal | February 14, 2025 | Personal reasons | | Xie Wengang | Director | Resignation | February 14, 2025 | Personal reasons | | Li Tianchi | President | Appointment | February 17, 2025 | Appointed by the Board of Directors | | Li Tianchi | Director | Election | February 28, 2025 | Elected by the Shareholders' Meeting | | Lai Youwei | Independent Director | Election | February 28, 2025 | Elected by the Shareholders' Meeting | Profit Distribution and Capital Reserve Conversion to Share Capital in the Current Reporting Period The company plans not to distribute cash dividends, bonus shares, or convert capital reserves to share capital for the semi-annual period - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period[79] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures in place during the reporting period - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures or their implementation during the reporting period[80] Environmental Information Disclosure The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[81] Social Responsibility The company actively fulfills its social responsibilities, committed to sustainable development through good governance, technological innovation, employee welfare, and public welfare initiatives, while also promoting green and low-carbon development - The company consistently fulfills its social responsibilities, committed to achieving sustainable corporate development and advocating harmony with society and the environment[81] - The company operates strictly in accordance with laws and regulations, establishing a sustainable development (ESG) management system and governance structure, integrating sustainable development concepts into corporate governance[81][82] - The company emphasizes technological innovation, continuously investing in R&D, and possesses deep R&D and industrialization capabilities in special integrated circuits, smart security chips, and quartz crystal frequency devices[82] - The company ensures reasonable compensation and career development for employees, actively engages in public welfare initiatives such as industry-education integration and poverty alleviation, and implements energy-saving and environmental protection concepts to achieve green and low-carbon development[82][83] Part V Significant Matters This section covers the fulfillment of commitments, related party transactions, legal proceedings, penalties, and other significant events impacting the company Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company The company reported no unfulfilled or overdue commitments by its actual controller, shareholders, related parties, acquirers, or the company itself during the reporting period - The company reported no unfulfilled or overdue commitments by related parties during the reporting period[85] Non-Operating Funds Occupied by Controlling Shareholder and Other Related Parties The company reported no non-operating funds occupied by its controlling shareholder or other related parties during the reporting period - The company reported no non-operating funds occupied by its controlling shareholder or other related parties during the reporting period[86] Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[87] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was not audited - The company's semi-annual report was not audited[88] Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for the Current Period The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[89] Board of Directors' Explanation of "Non-Standard Audit Report" for the Prior Year The company had no non-standard audit report during the reporting period - The company had no non-standard audit report during the reporting period[89] Bankruptcy and Reorganization Matters The company had no bankruptcy or reorganization matters during the reporting period - The company had no bankruptcy or reorganization matters during the reporting period[89] Litigation Matters The company had no significant litigation or arbitration matters during the current reporting period - The company had no significant litigation or arbitration matters during the current reporting period[90] Penalties and Rectification The company received a warning letter from the Hebei Securities Regulatory Bureau for irregular shareholder meeting operations and information disclosure, with all issues now rectified - The company received an administrative supervisory measure in the form of a warning letter from the Hebei Securities Regulatory Bureau of the China Securities Regulatory Commission due to irregular shareholder meeting operations (some directors and supervisors did not attend as required, some independent directors did not submit performance reports) and irregular information disclosure (incorrect entity name disclosure in the 2022 annual report, failure to follow approval procedures and disclosure obligations for using raised funds to replace self-owned funds, and inaccurate aging disclosure in the 2023 annual report)[91] - All issues mentioned in the warning letter have been rectified, and a rectification report has been submitted to the Hebei Securities Regulatory Bureau as required[91] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the company and its controlling shareholder, Tibet Unigroup Chunhua Technology Co., Ltd., maintained good integrity, with no records of being dishonest judgment debtors; as of the disclosure date, the company has no actual controller - During the reporting period, the company and its controlling shareholder, Tibet Unigroup Chunhua Technology Co., Ltd., maintained good integrity, were not dishonest judgment debtors, and had no unfulfilled court judgments or large overdue debts[92] - As of the disclosure date of this report, the company has no actual controller[92] Significant Related Party Transactions The company engaged in various routine related party transactions, including procurement, sales, and service provision, all within annual approved limits; other significant related party transactions involved capital increases and waiver of pre-emptive rights in subsidiaries and associates Related Party Transactions Related to Daily Operations | Related Party Transaction Type | Amount of Related Party Transaction (10,000 Yuan) | % of Similar Transaction Amount | Approved Transaction Limit (10,000 Yuan) | Exceeded Approved Limit | | :--- | :--- | :--- | :--- | :--- | | Purchase of Goods from Related Parties | 32,493.41 | 22.52% | 111,500.00 | No | | Sale of Products to Related Parties | 2,263.67 | 0.74% | 7,000.00 | No | | Provision of Services to Related Parties | 1,432.03 | 0.47% | 5,000.00 | No | | Acceptance of Services from Related Parties | 2,472.62 | 1.71% | 5,000.00 | No | | Lease of Assets from Related Parties | 294.97 | 0.20% | 600.00 | No | | Lease of Assets to Related Parties | 199.75 | 0.07% | 400.00 | No | | Total | 39,322.24 | - | 130,000.00 | - | - Shenzhen Guoxin Microelectronics' wholly-owned subsidiary, Unigroup Jidian, plans a premium capital increase of 210 million Yuan, with Shenzhen Guoxin Microelectronics waiving part of its pre-emptive right, reducing its shareholding from 100% to 92.60%, constituting a related party transaction[101] - The company's associate, Shenzhen Unigroup Tongchuang Electronics Co., Ltd., plans a premium capital increase of 60.5 million Yuan, with the company's wholly-owned subsidiary, Tibet Maoye Chuangxin, waiving part of its pre-emptive right, reducing its shareholding from 28.2384% to 28.1383%, constituting a related party transaction[100][101][131] Significant Contracts and Their Performance The company had no significant entrustment or contracting matters, with leasing operations primarily from Chengdu Guoxin Micro Technology Co., Ltd.; guarantees for subsidiaries included Unigroup Tongxin (repaid) and Guoxin Jingyuan (Yueyang) with a balance of 25.69 million Yuan; entrusted wealth management totaled 1.525 billion Yuan, with 1.19 billion Yuan outstanding - The company had no significant entrustment or contracting matters during the reporting period[103][104] - The company's wholly-owned subsidiary, Chengdu Guoxin Micro Technology Co., Ltd., primarily engages in the leasing and operation of Unigroup Chip Cloud Center, with no significant leasing matters during the reporting period[105] Company Guarantees for Subsidiaries | Name of Guaranteed Entity | Guarantee Limit (10,000 Yuan) | Actual Guarantee Amount (10,000 Yuan) | Guarantee Type | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Unigroup Tongxin | 20,000.00 | 0.00 | Joint and several liability guarantee | Three years after debt maturity date | No (Debt repaid) | | Guoxin Jingyuan (Yueyang) Electronics Co., Ltd. | 20,000.00 | 2,568.70 | Joint and several liability guarantee | Three years after debt maturity date | No | Entrusted Wealth Management | Specific Type | Source of Entrusted Funds | Amount of Entrusted Wealth Management (10,000 Yuan) | Unexpired Balance (10,000 Yuan) | | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 91,500.00 | 59,500.00 | | Bank Wealth Management Products | Raised Funds | 61,000.00 | 59,500.00 | | Total | - | 152,500.00 | 119,000.00 | Explanation of Other Significant Matters During the reporting period, the company utilized idle raised funds and its own funds for cash management, totaling 660 million Yuan and 1.6 billion Yuan respectively, paid the fourth-year interest on "Guoxin Convertible Bonds," and implemented its 2024 equity distribution plan - The company used up to 660 million Yuan of temporarily idle raised funds for cash management and up to 1.6 billion Yuan of its own funds to purchase short-term principal-protected bank wealth management products, both with a 12-month term[114] - On June 10, 2025, the company paid the fourth-year interest on its convertible corporate bonds "Guoxin Convertible Bonds" at a coupon rate of 1.50%, distributing 15.00 Yuan per 10 bonds[115] - The company implemented its 2024 equity distribution plan, distributing a cash dividend of 2.10 Yuan (tax inclusive) per 10 shares to all shareholders based on 843,227,466 shares, totaling 177 million Yuan in cash dividends[116] Significant Matters of Subsidiaries The company had no significant subsidiary matters during the reporting period - The company had no significant subsidiary matters during the reporting period[117] Part VI Share Changes and Shareholder Information This section details changes in the company's share capital, securities issuance, shareholder structure, and the integrity status of its controlling shareholder and actual controller Share Changes During the reporting period, the company's total shares slightly increased due to the conversion of 713 "Guoxin Convertible Bonds," while former director Xie Wengang's shares were locked, and the company repurchased 3,089,916 shares for future incentive plans Share Change Information | Share Type | Quantity Before Change (Shares) | Increase/Decrease in This Change (Shares) | Quantity After Change (Shares) | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 149,850.00 | 49,950.00 | 199,800.00 | | II. Unrestricted Shares | 849,473,005.00 | -49,237.00 | 849,423,768.00 | | III. Total Shares | 849,622,855.00 | 713.00 | 849,623,568.00 | - Share changes primarily resulted from the resignation of former director and president Xie Wengang, leading to the locking of his shares, and the conversion of 713 shares from "Guoxin Convertible Bonds"[119][120] - The company completed its share repurchase plan, having cumulatively repurchased 3,089,916 shares totaling 199.99 million Yuan by July 11, 2025, for equity incentive or employee stock ownership plans[125] Securities Issuance and Listing The company had no securities issuance or listing activities during the reporting period - The company had no securities issuance or listing activities during the reporting period[128] Company Shareholder Numbers and Shareholding As of the end of the reporting period, the company had 200,630 common shareholders, with controlling shareholder Tibet Unigroup Chunhua Technology Co., Ltd. holding 26.00%; institutional investors dominated the top ten shareholders, and the company's repurchase account held 7,171,460 shares - The total number of common shareholders at the end of the reporting period was 200,630[129] Shareholding of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (Shares) | Number of Unrestricted Shares Held (Shares) | | :--- | :--- | :--- | :--- | :--- | | Tibet Unigroup Chunhua Technology Co., Ltd. | Domestic Non-State-Owned Legal Person | 26.00% | 220,901,326.00 | 220,901,326.00 | | Unigroup Group Co., Ltd. Bankruptcy Enterprise Property Disposal Special Account | Domestic Non-State-Owned Legal Person | 3.26% | 27,720,964.00 | 27,720,964.00 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 1.98% | 16,794,334.00 | 16,794,334.00 | | Industrial and Commercial Bank of China Co., Ltd. - Huatai-PineBridge CSI 300 ETF | Other | 1.43% | 12,132,771.00 | 12,132,771.00 | | China Construction Bank Co., Ltd. - ChinaAMC CSI National Semiconductor Chip ETF | Other | 1.34% | 11,420,547.00 | 11,420,547.00 | | China Construction Bank Co., Ltd. - E Fund CSI 300 ETF Initiated Fund | Other | 1.02% | 8,639,009.00 | 8,639,009.00 | | China Construction Bank Co., Ltd. - E Fund National Defense Military Industry Mixed Fund | Other | 0.97% | 8,258,279.00 | 8,258,279.00 | | Gongqingcheng Qingjingwei Investment Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 0.86% | 7,323,303.00 | 7,323,303.00 | | Guotai Junan Securities Co., Ltd. - Guolian An CSI All-Index Semiconductor Products and Equipment ETF | Other | 0.85% | 7,211,360.00 | 7,211,360.00 | | Industrial and Commercial Bank of China Co., Ltd. - ChinaAMC CSI 300 ETF | Other | 0.75% | 6,332,502.00 | 6,332,502.00 | - As of the end of the reporting period, the company's dedicated securities account for repurchases held 7,171,460 shares, representing 0.84% of the total share capital[129] Changes in Shareholdings of Directors, Supervisors, and Senior Management The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, as detailed in the 2024 annual report[132] Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller remained unchanged during the reporting period - The company's controlling shareholder remained unchanged during the reporting period[133] - The company's actual controller remained unchanged during the reporting period[133] Preferred Shares The company had no preferred shares during the reporting period - The company had no preferred shares during the reporting period[134] Part VII Bond-Related Information This section provides details on the company's outstanding bonds, including convertible corporate bonds, and an analysis of its solvency Corporate Bonds The company had no corporate bonds during the reporting period - The company had no corporate bonds during the reporting period[136] Company Bonds The company had no company bonds during the reporting period - The company had no company bonds during the reporting period[137] Non-Financial Enterprise Debt Financing Instruments The company had no non-financial enterprise debt financing instruments during the reporting period - The company had no non-financial enterprise debt financing instruments during the reporting period[138] Convertible Corporate Bonds The company issued 1.5 billion Yuan in "Guoxin Convertible Bonds" in 2021, with a conversion period from December 17, 2021, to June 9, 2027; the latest conversion price is 97.30 Yuan/share, and the company maintains strong solvency with an "AA+k" credit rating - The company publicly issued 1.5 billion Yuan in convertible corporate bonds "Guoxin Convertible Bonds" on June 10, 2021, with a conversion period from December 17, 2021, to June 9, 2027[139] - As of the end of the reporting period, "Guoxin Convertible Bonds" had 10,173 holders, with a high concentration among the top ten holders[140][141] - The conversion price of "Guoxin Convertible Bonds" has been adjusted multiple times, with the latest price being 97.30 Yuan/share, effective from June 26, 2025[147] - As of the end of the reporting period, the company's consolidated financial statement asset-liability ratio was 27.23%, interest coverage ratio was 24.11, and loan repayment rate and interest payment rate were both 100%, indicating strong solvency[148] - China Chengxin International maintained the company's corporate credit rating at "AA+k" with a "stable" outlook, and the "Guoxin Convertible Bonds" credit rating at "AA+k"[148] Consolidated Statement Scope Loss Exceeding 10% of Net Assets at Prior Year-End The company's consolidated statement scope loss did not exceed 10% of net assets at the prior year-end during the reporting period - The company's consolidated statement scope loss did not exceed 10% of net assets at the prior year-end during the reporting period[149] Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period As of the end of the reporting period, the company's liquidity and quick ratios improved, the asset-liability ratio decreased, and net profit excluding non-recurring items grew by 4.39%, while the cash interest coverage ratio declined due to increased convertible bond interest payments Key Accounting Data and Financial Indicators for the Past Two Years | Item | Current Period-End/Current Period | Prior Year-End/Prior Year Period | Change (Current Period-End vs. Prior Year-End / Current Period vs. Prior Year Period) | | :--- | :--- | :--- | :--- | | Current Ratio | 4.83 | 4.50 | 7.33% | | Asset-Liability Ratio | 27.23% | 28.44% | -1.21pct | | Quick Ratio | 3.90 | 3.69 | 5.69% | | Net Profit Excluding Non-Recurring Gains/Losses (10,000 Yuan) | 65,302.46 | 62,553.26 | 4.39% | | EBITDA to Total Debt Ratio | 40.71% | 51.07% | -10.36pct | | Interest Coverage Ratio | 24.11 | 25.11 | -3.98% | | Cash Interest Coverage Ratio | 21.94 | 53.08 | -58.67% | | EBITDA Interest Coverage Ratio | 27.68 | 28.82 | -3.96% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | - The cash interest coverage ratio decreased by 58.67% year-on-year, primarily due to a significant increase in the coupon interest paid on convertible corporate bonds during the current period[150] Part VIII Financial Report This section presents the company's unaudited financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, along with detailed notes on accounting policies, taxes, and financial instrument risks Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[152] Financial Statements This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity, offering a comprehensive view of its financial position, operating results, and cash flows for H1 2025 Consolidated Balance Sheet (Summary) | Item | June 30, 2025 (Yuan) | January 1, 2025 (Yuan) | | :--- | :--- | :--- | | Total Current Assets | 11,954,455,139.71 | 11,660,476,505.15 | | Total Non-Current Assets | 5,741,115,470.84 | 5,659,285,840.91 | | Total Assets | 17,695,570,610.55 | 17,319,762,346.06 | | Total Current Liabilities | 2,476,709,294.65 | 2,588,465,311.30 | | Total Non-Current Liabilities | 2,341,077,419.64 | 2,336,825,787.78 | | Total Liabilities | 4,817,786,714.29 | 4,925,291,099.08 | | Total Owners' Equity Attributable to Parent Company | 12,877,783,896.26 | 12,394,471,246.98 | | Total Liabilities and Owners' Equity | 17,695,570,610.55 | 17,319,762,346.06 | Consolidated Income Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Total Operating Revenue | 3,047,269,760.68 | 2,872,852,419.08 | | Total Operating Costs | 2,321,877,418.10 | 2,120,893,277.42 | | Operating Profit | 725,982,498.97 | 787,901,808.36 | | Total Profit | 726,302,759.46 | 788,560,768.84 | | Income Tax Expense | 34,369,050.09 | 44,938,982.74 | | Net Profit | 691,933,709.37 | 743,621,786.10 | | Net Profit Attributable to Parent Company Shareholders | 691,933,709.37 | 737,522,233.00 | | Basic Earnings Per Share | 0.8206 | 0.8746 | Consolidated Cash Flow Statement (Summary) | Item | H1 2025 (Yuan) | H1 2024 (Yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 477,774,681.02 | 632,745,434.98 | | Net Cash Flow from Investing Activities | -646,676,421.95 | -443,313,408.18 | | Net Cash Flow from Financing Activities | -258,304,903.84 | -815,641,651.42 | | Net Increase in Cash and Cash Equivalents | -429,409,560.94 | -622,236,041.46 | | Cash and Cash Equivalents at Period-End | 1,935,523,248.30 | 2,394,066,811.42 | Company Basic Information Unigroup Guoxin Microelectronics Co., Ltd., established on August 17, 2001, and listed on the Shenzhen Stock Exchange on June 6, 2005, specializes in integrated circuit chip design, services, and sales, providing high-reliability and high-security chip products and solutions across various sectors - Unigroup Guoxin Microelectronics Co., Ltd. was established on August 17, 2001, and listed on the Shenzhen Stock Exchange on June 6, 2005[171] - As of June 30, 2025, the company's total share capital was 849,623,568 shares[171] - The Group primarily engages in integrated circuit chip design, services, and sales, providing high-reliability and high-security chip products and solutions for various fields including mobile communication, finance, government, automotive, industrial, and IoT[172] Basis for Preparation of Financial Statements The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and relevant regulations, presented on a going concern basis - The Group's financial statements are prepared in accordance with the "Enterprise Accounting Standards" and the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities Publicly No. 15—General Provisions for Financial Reports (Revised 2023)"[174] - These financial statements are presented on a going concern basis, with no significant