苏州纳芯微电子股份有限公司 2024年年度股东大会决议公告 本公司董事会及全体董事保证公告内容不存在任何虚假记载、误导性陈述或者重大遗 漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 证券代码：688052 证券简称：纳芯微 公告编号：2025-024 一、 会议召开和出席情况 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 104 | | --- | --- | | 普通股股东人数 | 104 | | 2、出席会议的股东所持有的表决权数量 | 65,551,264 | | 普通股股东所持有表决权数量 | 65,551,264 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 46.0299 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 46.0299 | （四） 表决方式是否符合《公司法》及公司章程的规定，大会主持情况等。 1、本次会议由公司董事会召集，董事长王升杨先生主持； 2、会议采用现场投票和网络 ...

为出具本法律意见书，本所律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 江苏世纪同仁律师事务所关于 苏州纳芯微电子股份有限公司 2024 年年度股东大会的法律意见书 苏州纳芯微电子股份有限公司： 根据《公司法》《证券法》和中国证监会《上市公司股东会规则》等法律、 法规和规范性文件以及《公司章程》的规定，本所受贵公司董事会的委托，指派 本所律师见证公司2024年年度股东大会，并就本次股东大会的召集、召开程序、 出席会议人员资格、召集人资格、表决程序和表决结果的合法有效性等事项出具 法律意见。 本所律师同意将本法律意见书随公司本次股东大会决议一并公告，并依法对 本法律意见书承担相应的责任。 本所律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责精神，出具法律意见如下： 一、关于本次股东大会的召集、召开程序 1.本次股东大会的召集 本次股东大会由董事会召集。2025年4月8日，公司召开了第三届董事会第十 六次会议，审议通过了《关于召开2024年年度股东大会的议案》，决议于2025年 5月15日以现场投票结合网络投票的表 ...

Investment Rating - The report maintains a "Buy" rating for the company [3] Core Insights - The company reported better-than-expected performance in Q1 2025, with revenue reaching 717 million yuan, a year-on-year increase of 97.8% [8] - The automotive electronics business is a key growth driver, with revenue from this segment exceeding 36% in 2024 [8] - The company has adjusted its revenue forecasts for 2025 and 2026 to 2.93 billion yuan and 4.09 billion yuan respectively, reflecting strong demand in the automotive chip market [8] Financial Data and Profit Forecast - Total revenue for 2024 was 1.96 billion yuan, with a year-on-year growth of 49.5% [8] - The company expects to achieve a net profit of 186 million yuan by 2027, with a significant turnaround from a net loss of 403 million yuan in 2024 [7][10] - The gross margin is projected to improve from 32.7% in 2024 to 35.7% by 2027 [7]

Core Viewpoint - The article highlights the advancements and strategic focus of Naxin Micro in the semiconductor industry, particularly in the signal chain products for automotive and energy sectors, emphasizing their approach to system-level solutions rather than just component specifications [2][4][11]. Group 1: Product Innovations and Market Positioning - Naxin Micro showcased its new magnetic sensor series and real-time control MCU NSSine™ series at the Munich Shanghai Electronics Show, demonstrating its comprehensive semiconductor solutions across various sectors including automotive electronics and renewable energy [1]. - The company has made significant breakthroughs in technology innovation, market expansion, and industry chain collaboration, particularly in the automotive chip market, which is increasingly penetrating intelligent and safety domains [2][4]. - Naxin Micro's strategy focuses on specific customer needs and application scenarios, aiming to excel in targeted markets rather than attempting to cover all areas indiscriminately [4][5]. Group 2: Competitive Advantages and Customer Engagement - The company emphasizes the importance of understanding customer systems and addressing their specific pain points, which allows them to optimize chip design and enhance reliability in real-world applications [5][6]. - Naxin Micro is shifting from a parameter-driven market to an application-driven market, focusing on high-performance signal chain products that meet the stability and adaptability requirements of automotive and energy sectors [6][11]. - The company has developed a dedicated sales and technical support team to assist clients in utilizing their products effectively, addressing concerns about using domestic chips [9][10]. Group 3: Industry Trends and Future Directions - Amidst global semiconductor supply chain disruptions, Naxin Micro's signal chain products are gaining traction as domestic alternatives, with many clients incorporating them into their official BOMs [9]. - The company is committed to serving the main market segments of renewable energy, industrial applications, and automotive, where high stability and performance are critical [10][11]. - Naxin Micro's approach reflects a broader industry shift from merely providing components to offering comprehensive solutions that enhance system performance and reliability [11].

5月14日，A股三大指数小幅回调，芯片概念高开回落后持续震荡。 相关ETF方面，截至发稿，科创芯片ETF（588200）逆市上涨0.20%，成交额超4.5亿元，暂居同标的 ETF产品首位。成分股方面，芯原股份涨超5%，纳芯微、源杰科技、华峰测控等多股跟涨。 值得关注的是，科创芯片ETF（588200）近期持续获资金净流入。据Wind金融终端，科创芯片ETF （588200）近5个交易日（5月7日—13日）累计大幅"吸金"超6.9亿元。 科创芯片ETF（588200）跟踪科创芯片指数，该指数从科创板上市公司中选取业务涉及半导体材料和设 备、芯片设计、芯片制造、芯片封装和测试相关的证券作为指数样本。此外，科创芯片ETF（588200） 还配备了场外联接基金（A类：017469；C类：017470）。 国金证券指出，我们处在一个大的变革期。DS为代表的高性价比低成本开源模型，证明了中国科技行 业的创新引领能力，也让国产芯片有了更多适配的机会。我们认为国产创新/自主可控板块有望受益。 东海证券指出，国内AI芯片企业2024全年及2025Q1业绩表现较为亮眼，海外科技股2025Q1业绩大多实 现同比上涨，头部云厂商AI ...

Group 1 - The core viewpoint is that the Hong Kong IPO market is experiencing a significant increase in the profitability of new stock listings, with all five new stocks listed since April 14 showing gains on their first trading day [1][2] - The first five new stocks listed since April 14 include Zhengli New Energy, Ying'en Biotechnology-B, Boleton, Junda Co., and Hu Shang Ayi, with first-day price increases of 1.45%, 116.70%, 38.33%, 20.09%, and 40.03% respectively [1] - The overall rate of new stocks breaking their issue price is gradually decreasing, with a break rate of 23.81% for 21 new stocks listed in 2025, compared to 34.29% for the entire year of 2024 [2] Group 2 - The Hong Kong IPO market remains active, with 154 companies currently in the IPO application queue, of which 151 are applying for the main board and 3 for the growth enterprise board [3] - Among the 154 companies, 88 are making their first application in 2025, representing over 57% of the total [3] - The IPO market is characterized by a dual drive of "technology + consumption," with emerging consumer sectors and advanced technology fields being the focus [3]

Group 1: IPO Market Overview - In April, the A-share IPO market saw 9 companies pass the initial review, marking the highest monthly number since December 2024 [1][2] - The number of terminated IPOs in April was only 5, the lowest since the "8.27 new policy" by the CSRC in 2023 [1][4] - A total of 45 companies submitted applications to list on the Hong Kong Stock Exchange in April, the highest monthly figure since 2025 [1][6] Group 2: Specific Companies and Their Performance - Among the 9 companies that passed the review, 瑞立科密 specializes in the research, production, and sales of core components for vehicle active safety systems [2] - 瑞立科密's sales figures from 2022 to 2024 were 272 million, 76.47 million, and 34.88 million yuan, with significant losses reported in net profits for the years 2021 to 2023 [2] - 京东工业, a subsidiary of JD Group, reported revenues of 14.135 billion, 17.336 billion, and 20.398 billion yuan from 2022 to 2024, with losses in the first two years [8] Group 3: Trends in the IPO Process - The pace of IPO registrations has accelerated, with companies like 技源集团 and 天富龙 submitting their registrations just 1 and 2 days after passing the review [3] - As of May 6, there were 161 companies still under review for IPOs, with a significant portion (84) from the North Exchange [3] - In April, 3 new IPO applications were accepted, all targeting the North Exchange [3] Group 4: Terminated IPOs - The 5 companies that terminated their IPO applications included 云峰新材 and 渡远户外, with 渡远户外 having a particularly troubled IPO journey [4][5] - 云峰新材 faced regulatory warnings for violations during its IPO application process [5] Group 5: Companies Seeking to List in Hong Kong - In April, 11 A-share companies announced plans to list in Hong Kong, continuing the trend of domestic companies seeking overseas listings [7] - Notable companies among the 45 that submitted applications to the Hong Kong Stock Exchange included 京东工业 and 曹操出行, both of which have reported significant revenues but also substantial losses [8]

Core Points - The Shanghai G60 Strategic Emerging Industries Index (G60 Index) rose by 1.23% to 935.77 points, with a trading volume of 15.724 billion yuan [1] - Over the past month, the G60 Index has increased by 7.95%, while it has decreased by 4.89% over the last three months and has seen a year-to-date increase of 0.49% [1] - The G60 Index includes up to 50 of the largest strategic emerging industry companies listed in the Shanghai Stock Exchange from the Yangtze River Delta G60 nine cities, reflecting the overall performance of these companies [1] Index Composition - The top ten weighted companies in the G60 Index are: Jianghuai Automobile (9.64%), Huayou Cobalt (7.32%), Hengsheng Electronics (6.32%), Hengtong Optic-Electric (4.84%), Zhongkong Technology (4.77%), Silan Microelectronics (4.53%), China Jushi (4.47%), Jingfang Technology (2.95%), Naxin Micro (2.73%), and Zejing Pharmaceutical (2.61%) [1] - The G60 Index is fully composed of companies listed on the Shanghai Stock Exchange, with a 100% market share [1] Industry Breakdown - The industry composition of the G60 Index includes: Industrial sector (36.53%), Information Technology (30.24%), Materials (14.25%), Communication Services (9.67%), and Healthcare (9.31%) [2] - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December [2] Fund Tracking - Public funds tracking the G60 Index include the Shenwan Hongyuan G60 Strategic Emerging Industries ETF [3]

Core Viewpoint - The company, Naxin Micro, focuses on the pan-energy, automotive electronics, and consumer electronics markets, with a comprehensive product layout in sensors, signal chains, power management, and MCUs. The acquisition of Maigen enhances its magnetic sensor business, positioning the company for growth in automotive and emerging fields like humanoid robotics. The 2024 revenue is projected to reach 1.96 billion yuan, a year-on-year increase of 49.53% [2][4][13]. Financial Performance - In 2024, the company reported a revenue of 1.96 billion yuan, up 49.53% year-on-year, with a gross margin of 32.7%, down 5.89 percentage points. The net loss attributable to shareholders was 403 million yuan, with a non-recurring net loss of 457 million yuan [2][19][26]. - For Q1 2025, revenue reached 717 million yuan, a year-on-year increase of 97.8% and a quarter-on-quarter increase of 20.7%. The gross margin improved to 34.37%, with a net loss of 51.34 million yuan, indicating a narrowing loss compared to the previous year [2][19][26]. Product Matrix and Market Position - The product matrix is becoming more comprehensive and balanced, with over 3,300 product models, including more than 1,000 from Maigen. In 2024, revenue contributions from signal chains, sensors, power management, and custom services were 49.14%, 35.87%, 13.98%, and 1.01%, respectively [3][15][29]. - The automotive electronics segment is expected to grow significantly, with a revenue share of 36.88% in 2024, driven by a 5.93 percentage point increase in market share. The company has shipped 362 million units, with cumulative shipments exceeding 668 million units [4][16][29]. Strategic Acquisitions and Future Outlook - The acquisition of Maigen enhances the company's magnetic sensor capabilities, adding over 1,000 product SKUs and expanding its product offerings in magnetic sensors, including current sensors and angle encoders. This acquisition is expected to improve the company's market share and competitive position in the magnetic sensor field [39][40][41]. - The company plans to list on the Hong Kong Stock Exchange to enhance global competitiveness and continue expanding its market presence [8]. Research and Development - The company maintains a strong focus on R&D, with a budget of 540 million yuan in 2024, reflecting a 3.52% year-on-year increase. Excluding stock payment expenses, R&D spending grew by 44.57% [24][26]. - The workforce in R&D has increased by 32.08% year-on-year, reaching 560 employees by the end of 2024, indicating a commitment to innovation and product development [24].

Investment Rating - The report maintains an "Accumulate" investment rating for the company [1]. Core Views - The company focuses on the pan-energy, automotive electronics, and consumer electronics markets, with a rich product layout in sensors, signal chains, power management, and MCUs. The acquisition of Maiguan enhances its magnetic sensor business, promising broad product applications in growth areas like automotive and humanoid robots [1]. - The company is expected to achieve significant revenue growth in 2024, with a projected revenue of 1.96 billion yuan, a year-on-year increase of 49.53%. The gross margin is expected to be 32.7%, with a net loss of 403 million yuan [1][5]. - The automotive electronics sector is anticipated to grow significantly, with the company deepening cooperation with major clients and increasing its market share in automotive chip sectors [1][5]. Summary by Sections Financial Performance - In Q1 2025, the company reported revenue of 717 million yuan, a year-on-year increase of 97.8% and a quarter-on-quarter increase of 20.7%. The gross margin for this quarter was 34.37%, showing a recovery compared to previous periods [1][5]. - The company’s total revenue for 2024 is projected to be 1.96 billion yuan, with a year-on-year growth of 49.53%. The net loss for the same year is expected to be 403 million yuan [5][1]. Product and Market Development - The company has over 3,300 product models, with the acquisition of Maiguan adding more than 1,000 models to its portfolio. The revenue distribution for 2024 is expected to be 49.14% from signal chains, 35.87% from sensors, and 13.98% from power management [1][5]. - The automotive electronics segment is projected to account for 36.88% of revenue in 2024, with a total shipment of 362 million units, reflecting a year-on-year increase of 5.93 percentage points [1][5]. Strategic Initiatives - The acquisition of Maiguan is expected to enhance the company’s capabilities in magnetic sensors, providing a broader product range and improving market competitiveness [1][5]. - The company plans to list on the Hong Kong Stock Exchange to raise additional funds and expand its global market presence [9][1]. Future Outlook - The company forecasts revenues of 2.86 billion yuan in 2025, 3.54 billion yuan in 2026, and 4.23 billion yuan in 2027, with corresponding net profits of -147 million yuan, 13 million yuan, and 206 million yuan respectively [5][1]. - The expected earnings per share (EPS) for 2026 and 2027 are projected to be 0.09 yuan and 1.45 yuan respectively [1][5].