Company Overview - Nanxin Technology (688484) plans to issue convertible bonds not exceeding 19.33 billion yuan, with a maximum of 19.33 million bonds at a face value of 100 yuan each, for a duration of six years [1] - The net proceeds will be allocated to the development and industrialization of power management chips for intelligent computing, automotive chips, and sensor and control chips for industrial applications, with respective allocations of 4.59 billion yuan, 8.43 billion yuan, and 6.31 billion yuan [1] - The company is a leading domestic designer of analog and embedded chips, focusing on power and battery management [1] Financial Performance - Nanxin Technology's revenue from 2022 to the first half of 2025 was 13.01 billion yuan, 17.8 billion yuan, 25.67 billion yuan, and 14.70 billion yuan respectively [1] - The net profit for the same period was 2.46 billion yuan, 2.61 billion yuan, 3.07 billion yuan, and 1.23 billion yuan, indicating an improvement in operational efficiency and profitability [1] Industry Context - The rapid development of the new energy vehicle industry highlights the urgent need for domestic automotive chip autonomy, with the overall localization rate of automotive chips in China being below 10% [2] - Major international automotive electronics companies dominate the global market due to their extensive technical accumulation and industry experience, while domestic manufacturers are still in a catch-up phase [2] Market Opportunities - The increasing penetration of new energy vehicles and the development of vehicle intelligence are expected to expand the automotive chip market [3] - The average number of sensors required for L3 autonomous driving is eight, while L5 requires 20, with traditional fuel vehicles needing 600-700 chips and electric vehicles requiring 1600 chips [3] - Nanxin Technology's automotive chip project, with an investment of over 8 billion yuan and a three-year construction period, aims to develop a complete ecosystem of automotive chips [3] R&D Capabilities - Nanxin Technology has a strong foundation in the automotive chip sector, with 756 R&D personnel, accounting for 68.35% of total employees, and over 150 dedicated to automotive applications [4] - The company possesses technologies such as Smart High Side Driver and ASIL-D power management chips, along with some automotive-grade IP to support project development [4] - Nanxin Technology employs a combined FOT and COT production model, demonstrating comprehensive self-research capabilities from process device development to SPICE models and PDK [4]

Group 1 - The company plans to issue up to 19.33 million convertible bonds, raising a total of up to RMB 1.933 billion [1] - The initial conversion price will not be lower than the average trading price of the company's A-shares over the previous twenty trading days and the last trading day before the announcement [1] - The net proceeds from the fundraising will be used for the development and industrialization of power management chips in the intelligent computing field, automotive chips, and sensor and control chips for industrial applications [1]

证券代码：688484 证券简称：南芯科技 公告编号：2025-058 上海南芯半导体科技股份有限公司 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。 一、董事会会议召开情况 上海南芯半导体科技股份有限公司（以下简称"公司"）第二届董事会第九 次会议（以下简称"本次会议"）于 2025 年 9 月 5 日在公司会议室以现场结合通 讯方式召开。本次会议通知于 2025 年 8 月 31 日以书面和电子邮件方式送达全体 董事。本次会议应出席董事 9 人，实际出席董事 9 人。本次会议由公司董事长阮 晨杰先生召集并主持，会议的召集及召开程序符合《中华人民共和国公司法》等 有关法律、法规、部门规章及《上海南芯半导体科技股份有限公司章程》（以下 简称"《公司章程》"）的有关规定，会议决议合法、有效。 二、董事会会议审议情况 本次会议到会董事经过审议，以记名投票表决方式进行表决，审议通过了如 下议案： （一）审议通过《关于公司符合向不特定对象发行可转换公司债券条件的 议案》 根据《中华人民共和国公司法》 《中华人民共和国证券法》 《上市 ...

Core Business - The company is a leading domestic designer of analog and embedded chips, focusing on research, design, and sales of power and battery management solutions, providing high-performance and cost-effective solutions for clients [1][2] - The product portfolio includes mobile device power management chips, smart energy management chips, automotive electronics chips, and microcontrollers (MCUs), catering to consumer electronics and industrial applications [2][3] Fundraising and Investment Plans - The company plans to raise up to 1,933.38 million yuan through the issuance of convertible bonds, with the net proceeds allocated to specific projects [3][4] - The total investment for the smart power management chip project is 459.24 million yuan, aimed at developing power management products for high-current applications [5][6] Smart Power Management Chip Project - The project will address technical challenges in high-current scenarios, developing multi-phase controllers and high-current power management integrated circuits (PMICs) for CPUs and GPUs [5][6] - The project aligns with market trends in AI and high-performance computing, aiming to enhance the company's competitive position and profitability [6][10] Automotive Chip Development Project - The automotive chip project has a total investment of 843.44 million yuan, focusing on developing various chips for vehicle body systems, cockpit systems, and intelligent driving systems [17][18] - The project aims to increase the localization rate of automotive chips, addressing supply chain security and enhancing the company's market position in the automotive sector [18][19] Industrial Sensor and Control Chip Project - The industrial application project has a total investment of 630.80 million yuan, focusing on developing optical sensors, inertial sensors, and high-precision digital controllers [26][28] - The project aims to improve the localization rate of sensor chips and enhance the company's technological capabilities in the sensor market [27][28]

Group 1 - The company plans to issue convertible bonds to raise funds not exceeding 1,933.38 million yuan for enhancing core competitiveness and profitability [1][2] - The total investment for the smart power management chip project is 459.24 million yuan, with a construction period of three years [2][3] - The project aims to develop power management products for high current applications, addressing technical challenges in multi-phase architecture and high current scenarios [3][4] Group 2 - The project will help the company capture market opportunities, expand its business scope, and enhance profitability by developing power management products for various applications [3][4] - The project aligns with national policies and industry trends, contributing to reshaping the competitive landscape and driving technological breakthroughs [4][5] - The company aims to break the monopoly of foreign suppliers and improve its industry position by developing multi-phase power solutions [4][5] Group 3 - The domestic market for power management solutions is expected to accelerate as local companies enhance their capabilities in chip design and supply chain integration [5][6] - The project will focus on developing multi-phase power management products, which are essential for high-performance computing and AI applications [6][7] - The company has a strong technical foundation and talent pool, with 68.35% of its workforce in R&D, ensuring the feasibility of the project [12][13] Group 4 - The automotive chip project aims to develop various chips for vehicle systems, enhancing the company's market position in the automotive sector [13][14] - The project aligns with the growing demand for domestic automotive chips, addressing supply chain security and reducing reliance on foreign suppliers [14][15] - The company plans to leverage its existing customer relationships to expand its product offerings in the automotive chip market [19][20] Group 5 - The industrial application project focuses on developing sensors and control chips, aiming to fill the gap in high-end sensor technology in China [21][22] - The project will enhance the company's capabilities in sensor technology, addressing the increasing demand from various industries [22][23] - The company aims to develop proprietary sensor technologies to reduce dependence on foreign products and improve supply chain security [23][24]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, analyzing the impact on immediate returns and proposing measures to mitigate dilution effects on shareholders [1][2][3] Financial Impact Analysis - The company estimates a maximum issuance of 1,933.38 million yuan in convertible bonds, with the actual amount depending on regulatory approvals and market conditions [2] - The projected net profit for the parent company is estimated at 306.90 million yuan for 2025, with scenarios considering a 0%, 10%, and 20% growth compared to the previous year [2][4] - The total share capital is expected to increase from 425,457,743 shares to 466,097,682 shares if all bonds are converted [3][4] Measures to Mitigate Dilution - The company will implement various measures to ensure effective use of raised funds and to minimize the dilution of immediate returns for shareholders [6][8] - The company emphasizes the importance of maintaining a robust governance structure and enhancing operational management to protect shareholder interests [9][10] Necessity and Feasibility of the Issuance - The projects funded by the bond issuance are deemed necessary and feasible, aimed at optimizing product structure and expanding business scale [6][7] - The investment projects will focus on power management chips, automotive chips, and industrial application sensors, aligning with market demand and technological trends [7] Commitment from Stakeholders - The controlling shareholders and management have made commitments to uphold the measures designed to mitigate the dilution of immediate returns [10][11] - The board of directors and senior management have pledged to avoid actions that could harm the company's interests and to ensure the execution of the proposed measures [10][11]

Core Viewpoint - Southchip Semiconductor Technology (Shanghai) Co., Ltd. plans to issue convertible bonds to meet funding needs, expand operations, enhance competitiveness, and improve profitability [2][10]. Group 1: Necessity of Issuing Securities - The company aims to raise funds through the issuance of convertible bonds to support projects that will enhance its core competitiveness and sustainable development [2][3]. - The convertible bonds will be convertible into the company's A-share stock and will be listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board [2]. Group 2: Selection of Issuance Objects - The issuance will target a wide range of investors, including individuals, legal entities, and investment funds, who hold accounts with the China Securities Depository and Clearing Corporation [3][4]. - Existing shareholders will have priority in the allocation of the bonds, with the specific allocation ratio to be determined based on market conditions [3][5]. Group 3: Pricing Principles and Methods - The pricing of the convertible bonds will be determined based on market conditions and the company's specific situation, with the bond interest rate subject to adjustment if bank deposit rates change [5][8]. - The initial conversion price will not be lower than the average trading price of the company's A-shares over the previous twenty trading days [6][8]. Group 4: Feasibility of the Issuance - The company has a well-functioning organizational structure and meets the legal requirements for issuing convertible bonds, including having sufficient average distributable profits to cover interest payments [10][11]. - The funds raised will be used for projects in the smart computing power sector, including the development of power management chips and automotive chips, aligning with national industrial policies [11][19]. Group 5: Compliance with Regulations - The issuance complies with the relevant provisions of the Securities Law and the Registration Management Measures, ensuring that the funds will not be used for non-productive expenditures [12][19]. - The company has established a sound internal control system and has received unqualified audit opinions for its financial statements over the past three years [16][17].