证券代码：002049 证券简称：紫光国微 公告编号：2025-059 债券代码：127038 债券简称：国微转债 紫光国芯微电子股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或者重大遗漏。 公司分别于2025年5月7日、2025年6月5日、2025年7月2日披露了回购股份的进 展公告，具体内容详见披露于《中国证券报》和巨潮资讯网 （http://www.cninfo.com.cn）上的《关于以集中竞价交易方式回购公司股份的进 展公告》（公告编号：2025-041、2025-044、2025-057）。 截至2025年7月11日，公司前述回购公司股份方案实施完毕，公司通过股份回购 专用证券账户以集中竞价交易方式累计回购股份3,089,916股，占公司目前总股本 的0.36%，最高成交价为65.99元/股，最低成交价为63.67元/股，成交总金额为 日至2025年7月11日。截至2025年7月11日，公司回购股份金额已超前述回购公司股 份方案中回购资金总额下限且未超过回购资金总额上限，回购股份价格未超过前述 回购公司股份方案的规定；回购股份的实施符合前述回购公 ...

Core Points - Hangzhou SDIC Microelectronic Inc. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [3][4] - The company was approved by the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange on July 29, 2022, with an initial public offering of 16.64 million shares [3][4] - The registered capital of the company is RMB 1,208.91094 million [4] Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to protect the legal rights of the company, shareholders, employees, and creditors [3] - The company is registered in the Zhejiang Provincial Market Supervision Administration with a unified social credit code [3] - The legal representative of the company is the director who is elected by a majority of the board [4] Chapter 2: Business Objectives and Scope - The company's business objective is to enhance management efficiency and maximize economic benefits for shareholders [5] - The business scope includes research, development, production, and sales of microelectronic integrated circuits and related consulting services [5] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a face value of RMB 1 [6] - The company has issued a total of 12,089.1094 million shares, all of which are ordinary shares [6][7] - The company can provide financial assistance for others to acquire its shares under certain conditions, with a limit of 10% of the total issued capital [7] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of company operations [11] - The company must hold an annual shareholders' meeting and can hold temporary meetings under specific circumstances [49][50] - Shareholders holding more than 10% of shares can request a temporary shareholders' meeting [55] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [59] - Shareholders can submit proposals 10 days before the meeting [60] - Notifications for meetings must include details such as time, location, and agenda [62] Chapter 6: Conducting Shareholders' Meetings - The company must ensure the orderly conduct of shareholders' meetings and verify the legitimacy of shareholder qualifications [66][71] - The chairman of the board presides over the meeting, and if unavailable, a director is elected to preside [73] - Meeting records must be maintained, documenting attendance, discussions, and resolutions [78]

Group 1 - The core viewpoint of the article emphasizes the establishment of a mother fund in Suqian City to promote high-quality regional economic development by optimizing industrial structure and leveraging capital for the real economy [1] - The mother fund has a total scale of 2 billion yuan, focusing on strategic emerging industries such as laser optoelectronics, new energy, new materials, digital economy, next-generation information technology, and microelectronics [1] - The announcement specifies a return investment target, requiring that the investment amount directed towards projects in Suqian City during the investment period of the sub-fund must be no less than the amount contributed by the mother fund to the sub-fund [1]

Core Viewpoint - The company has made adjustments to its asset acquisition plan, including performance compensation, share lock-up periods, and fundraising amounts, as approved in the recent supervisory meeting [1][2][3]. Group 1: Meeting Overview - The second supervisory meeting of the company was held on July 8, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and company regulations [1]. - The meeting was chaired by Mr. Li Jiayi, and all resolutions were passed with unanimous consent [2]. Group 2: Adjustments to Asset Acquisition Plan - The performance compensation for the target company has been adjusted, with net profit commitments set at no less than 22 million RMB for 2025, 25 million RMB for 2026, and 28 million RMB for 2027, totaling a minimum of 75 million RMB over three years [1][2]. - If the target company fails to meet these profit commitments, the transaction party will be liable for compensation, primarily in shares, with any shortfall covered in cash [1][2]. Group 3: Fundraising Adjustments - The total amount of fundraising has been adjusted to not exceed 99.4825 million RMB, which is capped at 100% of the transaction price for the asset acquisition [3][4]. - The fundraising will be used for cash payments related to the transaction and intermediary fees, with the total amount allocated as specified [3][4]. Group 4: Audit and Reporting - The company has updated the audit reference date to December 31, 2024, and has engaged an accounting firm to conduct the necessary audits and reviews for the transaction [5][6]. - The company has prepared a revised report on the asset acquisition and fundraising, which has been approved without the need for a shareholder meeting [6][7]. Group 5: Compliance and Regulatory Matters - The adjustments made to the transaction plan do not constitute a significant change as per regulatory guidelines, and the company has confirmed compliance with relevant asset restructuring regulations [8][9]. - The company has also addressed the impact of the transaction on immediate returns and proposed measures to mitigate any dilution of returns [10][11].

Core Viewpoint - The company has approved the continued use of idle raised funds for cash management, which is expected to enhance the efficiency and returns of the funds without affecting ongoing projects or operations [1][2]. Group 1 - The sixth Supervisory Board meeting was held on July 7, 2025, with all three supervisors present, and the meeting was conducted in accordance with relevant laws and regulations [1]. - The proposal to continue using idle raised funds for cash management was approved with unanimous consent from the supervisors [1]. - The company will utilize up to 200 million RMB of idle raised funds for cash management, with a usage period not exceeding 12 months from the date of board approval [1]. Group 2 - The Supervisory Board believes that the decision to use idle funds complies with regulatory guidelines and will not harm the interests of the company or minority shareholders [2]. - The cash management initiative is expected to improve the efficiency and returns of the raised funds while ensuring that ongoing investment projects and normal operations are not affected [2].

Group 1 - The core viewpoint emphasizes the importance of deepening the mountain-sea cooperation and pairing assistance mechanisms to enhance high-quality development in mountainous and island areas, contributing to the common prosperity demonstration zone in the province [1][3] - The Hangzhou-Quzhou mountain-sea cooperation project aims to strengthen strategic planning alignment, accelerate integrated development, and enhance collaboration in various sectors such as industry, culture, education, and healthcare [2][3] - The "1+3" assistance mechanism is highlighted as a significant framework for promoting high-quality development in Kaifa County, focusing on building a collaborative support system and mobilizing resources effectively [3] Group 2 - The meetings and inspections conducted by city leaders from Hangzhou and Quzhou reflect a commitment to advancing the mountain-sea cooperation project and fostering high-quality development through collaborative efforts [4]

Investment Highlights - "Super Vitality Factory" received strategic investment from Yuetwen Group, acquiring a 10% stake in the company, which is known for its plush toy products and original IPs [3] - "Pengbei Station," an intelligent beverage retail brand, completed a financing round of 50 million yuan, aiming to become the leading brand in the smart beverage machine sector [5] - "Anya Enya," a sanitary napkin brand, secured several million dollars in seed funding and expects to double its revenue this year, with a projected revenue of over 10 million dollars next year [6] - "Zhijuxinlian" completed a Pre-A round financing of several million yuan, focusing on 3D spatial display technology applicable across various industries [7] - "Laimou Technology," a smart lawn mower manufacturer, achieved significant sales of 2.4 million dollars within 20 days of launching its product, with total sales expected to reach 10 million dollars by mid-2025 [8] - "Wandian Tongchuang" completed an angel round financing of 10 million yuan, focusing on digital e-commerce services [9][10] - "Yixi Decoration" completed an angel round+ financing of 10 million yuan, offering high-end decoration design services [11] - "Jingyue Hotel" completed several million yuan in financing, targeting the esports hotel market with a unique business model [12] - "Pinba Travel" completed a Pre-A round financing in the millions, focusing on AI-driven customized transportation services [13] Company Developments - "Tasting" experienced a significant equity change, with a new controlling shareholder potentially preparing for an IPO, having expanded to 9,600 stores [14][15] - "Wenxian DOCUMENTS," a Chinese fragrance brand, entered a partnership with Sephora, launching exclusive products to expand its market reach [16][19] - "Duo Wei," a new player in the sanitary napkin market, reported total sales exceeding 100 million yuan within a month of launch, indicating strong market validation [20] - "Three Duns Half" collaborated with Disney's "Zootopia" to launch a new coffee line, showcasing innovative product development [21] - "Mathematician Coffee" partnered with JOYCORN to introduce a new product line, emphasizing seasonal marketing strategies [22][23] - "Xingqi Ling" launched new healthy snack products on Dingdong Maicai, reflecting the trend towards clean ingredient sourcing [24][25] Market Insights - Douyin's beauty category generated over 20 billion yuan in GMV in June 2025, with skincare products accounting for 66.4% of the total [26] - Over 50% of gold investors are now from the post-90s generation, indicating a shift towards socialized investment trends among younger demographics [27]

Group 1 - The acceptance of Shenzhen Dapu Microelectronics Co., Ltd.'s IPO application by the Shenzhen Stock Exchange marks the official launch of the third set of standards for the ChiNext board, supporting high-quality, unprofitable innovative companies to go public [1] - The "1+6" series of policies announced by the China Securities Regulatory Commission at the Lujiazui Forum, particularly the resumption of listings for unprofitable technology and innovation companies, is a significant development opportunity for the capital market [1][2] - The establishment of the third listing standard is a proactive measure by the regulatory authorities to support the development of emerging industries and assist in the strategy of technological innovation [1][2] Group 2 - The new listing standard reflects a deep understanding of the growth patterns of technology companies, which typically have long R&D cycles and high capital investment [2] - The regulatory framework aims to create a virtuous cycle of "R&D investment - technological breakthroughs - market returns" for technology innovation enterprises, aligning with the strategy of innovation-driven development [2] - The acceptance of Dapu Microelectronics' application demonstrates a balance between inclusiveness and prudence in regulatory guidance, focusing on key sectors like artificial intelligence and commercial aerospace [2] Group 3 - The case of Dapu Microelectronics is expected to enhance the support and service capabilities of the capital market for technology innovation companies, attracting more tech-oriented firms and enriching the market's gene pool [3] - This initiative will encourage capital market intermediaries to improve their professional service standards to meet the new requirements for evaluating the value and risks of complex unprofitable companies [3] - Investors are anticipated to place greater emphasis on long-term value investment, enhancing their risk awareness and research capabilities, which will contribute to a more mature and vibrant capital market [3]

Key Points - The company has issued a total of 3,833,893 convertible bonds, with a total amount of 383,389,300 yuan, which remains unconverted as of June 30, 2025 [1][2][3] - The convertible bonds, named "思瑞定转," have a face value of 100.00 yuan each and an annual coupon rate of 0.01% [2] - The conversion period for the bonds is from April 25, 2025, to October 24, 2028, with an initial conversion price set at 158 yuan per share [2][3] - No adjustments to the conversion price have occurred to date [3] - The company's share capital structure remains unchanged, with no shares converted from the convertible bonds as of June 30, 2025 [3]

Core Points - The company has issued convertible bonds named "力合转债" with a total amount of 380 million yuan, which began trading on July 20, 2023 [2][4] - The conversion period for the bonds is from January 4, 2024, to June 27, 2029, with an initial conversion price set at 43.78 yuan per share [2][4] - As of June 30, 2025, only 906 shares have been converted from the bonds, representing 0.00090% of the total shares before conversion [5] Convertible Bond Issuance Overview - The company received approval from the China Securities Regulatory Commission to issue 3.8 million convertible bonds, each with a face value of 100 yuan, totaling 38 million yuan [1][2] - The bonds are set to mature six years from the issuance date, specifically from June 28, 2023, to June 27, 2029 [1][2] Conversion Status - As of June 30, 2025, the total amount of unconverted bonds stands at 379,967,000 yuan, which accounts for 99.99132% of the total issuance [5] - During the quarter from April 1, 2025, to June 30, 2025, only 1,000 yuan worth of bonds were converted, resulting in 34 shares, which is 0.00003% of the total shares before conversion [4][5] Share Capital Changes - The total share capital before the conversion was 121,177,346 shares, which increased to 145,328,310 shares after accounting for the conversion and other reasons [5] - The company implemented a cash dividend of 3 yuan per 10 shares and a capital reserve increase of 2 shares for every 10 shares held, contributing to the increase in total share capital [5]