登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688130 证券简称：晶华微 公告编号：2025-037 杭州晶华微电子股份有限公司 第二届董事会第十八次会议决议公告 本公司董事会及全体董事保证本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。 一、董事会会议召开情况 杭州晶华微电子股份有限公司（以下简称"公司"）第二届董事会第十八次会议于2025年7月29日在公司 会议室以现场结合通讯表决方式召开，本次会议的通知于2025年7月25日通知至全体董事。本次会议由 董事长吕汉泉先生主持，会议应出席董事7名，实际出席董事7名。本次会议的召集、召开及表决程序符 合《中华人民共和国公司法》和《公司章程》等相关规定，形成的决议合法、有效。 二、董事会会议审议情况 与会董事对本次会议议案进行了审议，并表决通过了以下事项： （一）审议通过《关于选举执行公司事务的董事的议案》 根据《公司法》和《公司章程》等规定，董事会同意选举吕汉泉先生为执行公司事务的董事，并担任公 司法定代表人，任期自本次董事会审议通过之日起至第二届董事会任期届满之日止。 表决结果：同 ...

本公司董事会及全体董事保证本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。 杭州晶华微电子股份有限公司（以下简称"公司"或"晶华微"）于 2025 证券代码：688130 证券简称：晶华微 公告编号：2025-039 杭州晶华微电子股份有限公司 关于增设募集资金专用账户的公告 序号 银行名称 募集资金专用账户 三、本次新增募集资金专用账户情况 年 7 月 29 日召开第二届董事会第十八次会议，审议通过了《关于增设募集资金 专用账户的议案》，具体情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会出具的《关于同意杭州晶华微电子股份有限公 司首次公开发行股票注册的批复》（证监许可〔2022〕1203 号），公司首次向社 会公开发行人民币普通股 1,664 万股，每股发行价格为人民币 62.98 元，募集资 金总额为 1,047,987,200.00 元；减除发行费用 127,450,183.35 元后，募集资金净 额为 920,537,016.65 元。上述募集资金已全部到位，经天健会计师事务所（特殊 普通合伙）审验并于 2022 年 7 月 2 ...

Summary of Key Points Core Viewpoint - The company intends to use part of the raised funds to provide loans to its wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to implement its fundraising projects, which aligns with its overall strategic planning and long-term interests [1][8]. Fundraising Basic Situation - The company raised a total of RMB 1,047,987,200.00 by issuing 16.64 million shares at RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2]. Management and Use of Raised Funds - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2][9]. Fundraising Project Adjustments - The company has made adjustments to its fundraising projects, including extending the implementation period for certain projects to July 2027 and terminating others, such as the "High Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" [3][5]. Loan Provision Details - The company plans to provide a loan of up to RMB 35 million to its subsidiary, Jinghua Zhixin, to ensure the smooth implementation of the "Research and Development Center Construction Project" [5][6]. Loan Management and Usage - The loan will be managed in a dedicated account and can only be used for the specified fundraising projects, with the interest rate based on the latest one-year Loan Prime Rate (LPR) [6][9]. Approval Process - The board of directors approved the loan provision on July 29, 2025, and this decision falls within the board's authority, thus not requiring shareholder approval [7][9]. Sponsor's Verification Opinion - The sponsor has verified that the loan provision complies with relevant regulations and does not harm the interests of the company or its shareholders, ensuring that the fundraising plan remains intact [9][10].

Group 1 - The company is holding its first extraordinary general meeting of shareholders in 2025 to discuss various proposals, including the extension, termination, and addition of implementation content for fundraising projects [1][7] - The meeting will take place on July 29, 2025, at 14:00 in the company's conference room, with both on-site and online voting options available [6][14] - Shareholders and their representatives are required to register 30 minutes before the meeting and must present identification to participate in the voting process [2][3] Group 2 - The company plans to adjust its fundraising project timelines due to market conditions, including a slowdown in the semiconductor market and changes in customer demand [11][12] - The company has decided to terminate the "High-Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" due to unfavorable market conditions and the need to allocate resources more effectively [20][21] - The remaining funds from the terminated project will be kept in a special account and used for new projects that align with the company's strategic goals [22][30] Group 3 - The company intends to increase the implementation content of the "R&D Center Construction Project" to enhance its capabilities in mixed-signal SoC chip products and applications [23][26] - The company is focusing on developing smart home control chips as part of its strategic deployment in response to market trends and government policies promoting smart home technologies [28][29] - The adjustments made to the project are expected to optimize resource allocation and ensure the smooth implementation of fundraising projects without negatively impacting the company's operations [29][30] Group 4 - The company is proposing changes to its registered capital and profit distribution policy, as well as the cancellation of the supervisory board, to align with its operational needs and legal requirements [30][31] - The registered capital will be adjusted following the completion of the 2023 restricted stock incentive plan, increasing the total share capital significantly [31]

Core Viewpoint - Jinhua Microelectronics plans to extend the implementation deadlines for three key projects until July 2027 and terminate one project due to market conditions and strategic adjustments, aiming to enhance operational efficiency and core competitiveness [1][2][3] Project Adjustments - The company has extended the deadlines for the "Smart Health Medical ASSP Chip Upgrade and Industrialization Project," "Industrial Control Instrument Chip Upgrade and Industrialization Project," and "R&D Center Construction Project" to July 2027, reflecting a commitment to long-term value in these areas [1][3] - The terminated project, "High-Precision PGA/ADC and Other Analog Signal Chain Chip Upgrade and Industrialization Project," had an investment of 31.4981 million yuan, with the decision made to avoid resource misallocation due to severe market competition [3] Market Environment - The semiconductor industry is undergoing a significant transformation, with a structural decline in demand and increased competition, leading to a prolonged destocking phase [2] - The global analog chip market is projected to decline by 8.7% in 2023, with a further slight decrease of 2.7% expected in 2024, before recovering by 6.7% in 2025 [2] Strategic Focus - The company is shifting its focus towards core business areas, particularly in medical health and industrial control, while also expanding into smart home appliance control chips [5][6] - The integration of its subsidiary, Shenzhen Jinhua Zhixin Microelectronics, into the development of smart home appliance control chips is seen as a strategic move to leverage existing technological expertise [6][8] Financial Performance - In 2024, the company reported a revenue of 135 million yuan, a year-on-year increase of 6.34%, despite challenges in the competitive landscape [9] - The industrial control and instrument chip business showed strong performance, with sales volume increasing by 41.36% and revenue by 26.11%, becoming a key driver of the company's growth [9] Market Opportunities - The company is well-positioned to benefit from policy support and market growth in the smart home sector, with the global smart home market expected to grow significantly [7][8] - The strategic adjustments and project optimizations are anticipated to create new development opportunities for the company in the long term [9]

Fundraising Overview - The company raised a total of RMB 1,047,987,200.00 from the issuance of 16.64 million shares at a price of RMB 62.98 per share, with a net amount of RMB 920,537,016.65 after deducting issuance costs [1][2] - All raised funds have been deposited into a special account approved by the board of directors, and a tripartite supervision agreement has been signed with the sponsor and the supervising bank [2] Project Status - As of May 31, 2025, the company has invested RMB 19,993.20 million in the "Smart Health Medical ASSP Chip Upgrade and Industrialization Project," which represents 26.66% of the planned investment of RMB 75,000.00 million [2] - The company has been using its own funds and acceptance bills to pay for project-related expenses, with plans to replace these with raised funds in subsequent quarters [2] Project Delays - The company plans to adjust the expected completion dates for its fundraising projects due to the semiconductor market's cyclical adjustments and structural demand declines, as well as the rapid technological iterations in the industry [4][22] - The company has decided to delay the purchase of office space due to the overall downturn in the real estate market since 2022, opting to conduct project research and development in existing facilities [5] Project Necessity and Feasibility - The "Smart Health Medical ASSP Chip Upgrade and Industrialization Project" is deemed necessary due to the increasing importance of national health and the government's strategic push for health initiatives [6] - The project aligns with national policies promoting the health industry and is supported by local government initiatives, creating favorable conditions for implementation [6][12] Termination of Project - The "High-Precision PGA/ADC Signal Chain Chip Upgrade and Industrialization Project" is proposed to be terminated due to the unfavorable market conditions and the high competition in the semiconductor industry [13][14] - The remaining funds of RMB 15,284.06 million from the terminated project will be kept in the special account and used for new projects with strong profitability and growth potential [16] Adjustments to Project Implementation - The company plans to increase the scope of the "R&D Center Construction Project" to include the development of smart home control chips, reflecting a strategic shift towards the smart home market [19][20] - The implementation will now involve a wholly-owned subsidiary, Shenzhen Jinghua Zhixin Microelectronics Co., Ltd., to optimize resource allocation and ensure project success [17][19] Regulatory Compliance - The adjustments to the fundraising projects have been approved by the board and supervisory committee and will be submitted for shareholder approval, ensuring compliance with relevant regulations [21][24] - The company emphasizes that these changes will not adversely affect its normal operations or shareholder interests, aligning with its long-term strategic goals [22][23]