证券代码：688141 证券简称：杰华特 杰华特微电子股份有限公司 2025 年第四次临时股东大会会议材料 会议召开时间：2025 年 9 月 17 日 杰华特微电子股份有限公司 2025 年第四次临时股东大会会议材料 目 录 | 杰华特微电子股份有限公司 年第四次临时股东大会会议须知 2025 3 | | --- | | 杰华特微电子股份有限公司 2025 年第四次临时股东大会会议议程 6 | | 杰华特微电子股份有限公司 年第四次临时股东大会会议议案 2025 8 | | 议案一：关于取消监事会、修订《公司章程》及相关内部治理制度的议案 8 | | 议案二：关于制定《董事、高级管理人员薪酬管理制度》的议案 10 | | 议案三：关于联合投资人共同购买新港海岸（北京）科技有限公司部分股份 | | 暨关联交易的议案 11 | | 附件：新港海岸（北京）科技有限公司审计报告 13 | 2 杰华特微电子股份有限公司 2025 年第四次临时股东大会会议材料 杰华特微电子股份有限公司 2025 年第四次临时股东大会会议须知 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代表依法享有发言权、质询权、表决 ...

Group 1 - The semiconductor sector experienced a significant increase of 3.4% on September 5, with Tianyue Advanced leading the gains [1] - The Shanghai Composite Index closed at 3812.51, up 1.24%, while the Shenzhen Component Index closed at 12590.56, up 3.89% [1] - Notable performers in the semiconductor sector included Tianyue Advanced, which surged by 20% to a closing price of 77.28, and Baiwei Storage, which rose by 12.89% to 71.66 [1] Group 2 - The semiconductor sector saw a net inflow of 1.437 billion yuan from institutional investors, while retail investors contributed a net inflow of 810 million yuan [2] - The data indicates that retail investors were net buyers, contrasting with the outflow of 2.247 billion yuan from speculative funds [2] - Key stocks with significant net inflows included Zhaoyi Innovation with 598 million yuan and Tianyue Advanced with 215 million yuan [3]

Group 1 - Chengdu Huamei, Yuanjie Technology, and Dongxin Co., Ltd. saw stock increases of over 10% [1] - Jiehuate, Tianyue Advanced, Minxin Co., Ltd., and Huafeng Measurement Control experienced stock rises of over 5% [1]

Core Viewpoint - The semiconductor stocks in the A-share market have shown strong performance, with several companies experiencing significant price increases and notable year-to-date gains [1][2]. Group 1: Stock Performance - Chengdu Huami (688709) reached a 20% increase, with a total market capitalization of 37.8 billion and a year-to-date gain of 92.45% [2]. - Source Technology (688498) saw a rise of 16.48%, with a market cap of 35.2 billion and a year-to-date increase of 205.89% [2]. - Dongxin Co. (688110) increased by 13.54%, with a market value of 59.3 billion and a year-to-date gain of 438.07% [2]. - Zhichun Technology (603690) rose by 9.99%, with a market cap of 11.8 billion and a year-to-date increase of 22.55% [2]. - Changguang Huaxin (688048) experienced an 8.18% increase, with a market cap of 14.5 billion and a year-to-date gain of 111.62% [2]. - Other notable performers include Minxin Co. (688286) with a 6.46% increase, Tianyue Advanced (688234) with a 6% rise, and Tongfu Microelectronics (002156) with a 5.92% increase [1][2]. Group 2: Market Capitalization and Year-to-Date Gains - The total market capitalization of the top semiconductor stocks reflects strong investor interest, with Chengdu Huami leading at 37.8 billion and Source Technology at 35.2 billion [2]. - Year-to-date performance highlights significant growth, particularly for Dongxin Co. with a staggering 438.07% increase, indicating robust market dynamics in the semiconductor sector [2].

Group 1 - The Shanghai Stock Exchange Sci-Tech Innovation Board Chip Index (000685) rose by 0.38% as of September 3, 2025, with notable increases in constituent stocks such as Chengdu Huami (688709) up 20.00%, Yuanjie Technology (688498) up 15.97%, and Dongxin Co., Ltd. (688110) up 10.64% [1] - The semiconductor sector continues to benefit from domestic substitution, with a strong performance observed in the early trading session. Tianfeng Securities indicates that global semiconductor growth is expected to maintain an optimistic trend in 2025, driven by AI and ongoing policy support for supply chain restructuring [1] - The Sci-Tech Chip ETF Index (588920) closely tracks the Sci-Tech Innovation Board Chip Index, which selects stocks related to semiconductor materials, equipment, design, manufacturing, packaging, and testing to reflect the overall performance of representative semiconductor companies listed on the Sci-Tech Board [1] Group 2 - As of August 29, 2025, the top ten weighted stocks in the Sci-Tech Innovation Board Chip Index (000685) include Cambricon (688256), Haiguang Information (688041), and SMIC (688981), with these ten stocks accounting for a total of 62.02% of the index [2]

Group 1 - The semiconductor stocks in the A-share market have shown strong performance, with several companies hitting their daily price limits or experiencing significant gains [1] - Notable performers include Chengdu Huami, which reached a 20% increase, and Yuanjie Technology, which rose over 16% [1][2] - Other companies such as Dongxin Co., Zhichun Technology, and Jietek also experienced substantial gains, contributing to a positive trend in the semiconductor sector [1][2] Group 2 - Chengdu Huami has a total market capitalization of 37.8 billion, with a year-to-date increase of 92.45% [2] - Yuanjie Technology's market cap stands at 35.2 billion, with an impressive year-to-date increase of 205.89% [2] - Dongxin Co. has a market value of 59.3 billion and a remarkable year-to-date increase of 438.07% [2]

Core Insights - Tesla's "Master Plan" emphasizes the strategic importance of the Optimus robot business, projecting that approximately 80% of Tesla's future value will derive from this segment [3] - Tesla plans to launch the third prototype of the Optimus robot by the end of this year and aims for mass production starting in 2026, targeting an annual output of 1 million units within five years [3] Industry Developments - The domestic robotics industry is experiencing smooth technological iterations and commercialization, supported by policies, technological breakthroughs, and demand release, which is expected to sustain market attention and catalysts [4] - The "New Quality Productivity" concept is highlighted as a key direction in the robotics sector, representing a core application of artificial intelligence technology [4] Market Performance - The STAR 100 Index ETF (588030) has seen a 14.39 billion increase in scale over the past year, ranking third among comparable funds [5] - As of September 2, 2025, the STAR 100 Index ETF has achieved a net value increase of 97.16% over the past year, placing it in the top 8.62% of equity funds [5] Fund Characteristics - The STAR 100 Index ETF has a management fee of 0.15% and a custody fee of 0.05%, which are among the lowest in comparable funds [6] - The tracking error of the STAR 100 Index ETF is 0.019% year-to-date, indicating high tracking precision compared to similar funds [7] Key Holdings - The STAR 100 Index includes leading companies in the robotics supply chain, such as: - Greentech Harmonic Drive, a leader in harmonic reducers crucial for humanoid robot joints [4] - Orbbec, a leading 3D vision technology company providing AI vision solutions for robots [4]

Core Viewpoint - Jiewater (688141.SH) is adopting an aggressive acquisition strategy to attract potential investors during a critical period for the Hong Kong stock market, with a recent investment of 418 million yuan to acquire a 66.25% stake in New Port Coast (Beijing) Technology Co., Ltd at a high premium of 657% despite the target being in a loss-making state [1][4][5]. Group 1: Acquisition Details - Jiewater, along with its partners, is purchasing 66.2484% of New Port Coast from 16 shareholders for a total of 418 million yuan, with Jiewater contributing 126 million yuan for 20% of the shares [3]. - The acquisition does not grant Jiewater control over New Port Coast, which will remain without an actual controller post-transaction, thus not included in Jiewater's consolidated financial statements [3][4]. - The valuation of New Port Coast shows a significant increase, with a book value of 83.7038 million yuan and a market valuation of 634 million yuan, resulting in a premium of 657.43% [4]. Group 2: Financial Performance and Risks - New Port Coast is currently struggling with losses, reporting a revenue of 61.2269 million yuan and a net loss of 93.8777 million yuan for the fiscal year 2024, with no signs of improvement in early 2025 [5][6]. - Jiewater's financial health is under pressure, with its debt ratio increasing from 42.81% at the end of 2024 to 56.19% by June 30, 2025, due to the recent acquisitions and reliance on bank loans [8][9]. - The company has experienced a net loss of 295 million yuan in the first half of 2025, despite a revenue increase of 58.20% year-on-year, indicating ongoing challenges in profitability [7][9].

Market Overview - The main board led the gains with notable increases from companies such as Kosen Technology (+9.99%), Giant Network (+5.38%), and Data Port (+4.56%) [1] - The ChiNext board saw significant rises with Kunlun Wanwei (+4.32%) and Su Da Weige (+3.48%) leading the way [1] - The Sci-Tech Innovation board was led by Chengdu Huamei (+7.54%) and Tianyue Advanced (+6.21%) [1] - The SW Robotics sector showed activity with a 2.41% increase [1] Domestic News - A collaboration between West Lake University and Mude Micro-Nano has successfully developed ultra-light and ultra-thin diffraction waveguides using silicon carbide, achieving a weight of only 3.795 grams and a thickness of 0.75 mm [1] - Semiconductor Investment Alliance announced a partnership with Xiamen Jianda Xinjie Investment and Xiamen Huijie Jiaying to acquire shares in New Port Coast, aiming to enhance cooperation in product development and market expansion [1] - Hengmei Optoelectronics completed the acquisition of Samsung SDI's polarizer business, positioning itself as the largest polarizer manufacturer globally and strengthening China's position in the global display supply chain [1] - The Ministry of Industry and Information Technology released guidelines to support the development of low-orbit satellite internet, targeting over 10 million satellite communication users by 2030 [1] Company Announcements - Inspur Software announced a share buyback of 469,500 shares, representing 0.14% of its total share capital, to be completed by August 31, 2025 [2] - Weimao Electronics signed a strategic cooperation agreement with Shutu Ling Robotics to develop core components for intelligent robots [2] - Zhichun Technology reported a share buyback of 3,202,480 shares, accounting for 0.83% of its total share capital, as of the end of August 2025 [2] - Zhaoxun Media completed a buyback of 847,800 shares, representing 0.2088% of its total share capital, by August 31, 2025 [2] Overseas News - According to Gartner, AI PCs are expected to account for 31% of the global PC market by the end of 2025, with projected shipments reaching 77.8 million units [2] - The global advanced chip packaging market is forecasted to grow significantly, reaching $50.38 billion by 2025 and $79.85 billion by 2032, with fan-out wafer-level packaging dominating the market [2] - The U.S. Trade Representative extended the exemption from a 25% tariff on graphics cards and related PC hardware imported from China until November 29, 2025 [2] - The DDR5 memory market has seen a slight price increase due to tight supply, while DDR4 prices remain stable, with the price gap between DDR4 and DDR5 narrowing to within 20% for some capacities [2]

Core Viewpoint - A-share semiconductor companies are actively engaging in acquisitions to enhance their strategic positioning, product offerings, and technological capabilities, with disclosed transaction values reaching up to 1.12 billion yuan [1] Group 1: Acquisition Announcements - Jiewa Technology plans to jointly acquire 66.25% of Xinguang Haian for 418 million yuan, aiming to enhance its product portfolio in the analog chip sector [2] - Huahai Chengke intends to acquire 70% of Hengsu Huawai for 1.12 billion yuan, which will solidify its leading position in the epoxy encapsulation materials market [3] - Su Dawei Ge is set to acquire up to 51% of Changzhou Weipu for no more than 510 million yuan, enhancing its capabilities in direct-write lithography [4] - Huahong Company aims to acquire 97% of Huali Micro for an undisclosed amount, expanding its 12-inch wafer foundry capacity [5] - SMIC plans to acquire 49% of SMIC North for an undisclosed amount, reinforcing its control in advanced process manufacturing [7] Group 2: Strategic Goals - Xincheng Technology is looking to acquire 53.31% of Furui Kun for 214 million yuan to strengthen its position in AI SoC chip design [8] - Tailin Micro intends to acquire 100% of Panqi Micro, aiming for effective integration of business and technology [9] - Chipone Technology is planning to acquire all or a controlling stake in Chipwise, enhancing its product offerings in CPU IP [10] - Kanda New Materials aims to acquire at least 51% of Beiyi Semiconductor, focusing on integrated capabilities in semiconductor design and manufacturing [11] - Biyimi plans to acquire 100% of Xinggan Semiconductor for 295 million yuan, which will enrich its product lineup in current detection and motion sensing [12]