国浩律师（上海）事务所 关于杭州立昂微电子股份有限公司 2024 年第四次临时股东大会的法律意见书 致：杭州立昂微电子股份有限公司 杭州立昂微电子股份有限公司（以下简称"公司"）2024 年第四次临时股东大 会（以下简称"本次股东大会"）于 2024 年 9 月 13 日召开，国浩律师（上海）事 务所（以下简称"本所"）接受公司的委托，指派余蕾律师、张佳莹律师（以下简 称"本所律师"）对本次股东大会进行见证，并依据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 中国证券监督管理委员会发布的《上市公司股东大会规则》及其他现行有效的法律、 法规及规范性文件规定及《杭州立昂微电子股份有限公司章程》（以下简称"《公 司章程》"）出具本法律意见书。 本所律师按照中华人民共和国（以下简称"中国"，仅为本法律意见书之目的， 不包括香港特别行政区、澳门特别行政区和台湾地区）现行法律、法规的规定，列 席了本次股东大会,审查了公司提供的有关本次股东大会各项议程及相关文件，对本 次股东大会的召集、召开程序是否合法及是否符合《公司章程》规定、出席会议人 员资格和股东大会表决 ...

公司报告 | 半年报点评 24Q2 营收利润环比大幅增长，看好下半年传统旺季业绩增长 事件：公司发布 2024 年半年度报告。2024H1 实现营业收入 14.59 亿元，同比增长 8.69%；实 现归母净利润-0.67 亿元，同比下降 138.50%；实现扣非后归母净利润-0.42 亿元，同比下降 183.14%；经营活动产生的现金流量净额为 5.32 亿元，同比增长 43.97%。分季度来看，公司 2024 年第二季度营业收入 77,979.69 万元，相比第一季度的 67,906.44 万元，环比增长 14.83%；2024 年第二季度归属于上市公司股东的净利润为-370.51 万元，相比第一季度的 -6,315.14 万元，亏损大幅收窄，公司经营业绩大幅改善；2024 年第二季度归属于上市公司 股东扣除非经常性损益的净利润为 777.01 万元，相比第一季度的-4,936.15 万元，第二季度 实现扭亏为盈。 点评：24H1 营收上升，Q2 环比大幅改善，多方面因素影响利润短期受压。 1）24H1 营收上 升主要系：半导体行业景气度的见底回暖及公司加强市场拓展、调整产品结构。2）24H1 净 利润下降 ...

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company's profitability improved significantly in Q2 2024, with a 94.13% QoQ increase in net profit attributable to the parent company [1] - The company's revenue in H1 2024 reached 1.459 billion yuan, a YoY increase of 8.69% [1] - The company's gross margin in Q2 2024 was 14.55%, a QoQ increase of 4.67 percentage points [2] Financial Performance - The company's revenue in 2024E is expected to be 2.996 billion yuan, a YoY increase of 11.4% [1] - The company's net profit attributable to the parent company in 2024E is expected to be 197 million yuan, a YoY increase of 200.3% [1] - The company's ROE in 2024E is expected to be 2.1%, up from -0.3% in 2023A [1] Business Segments - The semiconductor silicon wafer business revenue in H1 2024 was 1.022 billion yuan, a YoY increase of 12.96% [2] - The semiconductor power device business revenue in H1 2024 was 448 million yuan, a YoY decrease of 16.62% [2] - The compound semiconductor RF chip business revenue in H1 2024 was 128 million yuan, a YoY increase of 233.89% [2] Capacity Expansion - The company is actively expanding its production capacity, with the Quzhou base expected to complete the installation of 250,000 8-inch wafers per month by September 2024 [3] - The Jiaxing base is expected to reach a capacity of 150,000 12-inch wafers per month by the end of 2024 [3] - The Haining base is expected to complete the construction of a 60,000 6-inch RF chip production line by Q4 2024 [3] Market Outlook - The company's products are widely used in 5G communications, smartphones, computers, automotive, photovoltaic, consumer electronics, low-orbit satellites, smart grids, medical electronics, AI, and IoT [3] - The company is expected to benefit from the recovery in semiconductor market demand and further improve its profitability [3]

| | | 杭州立昂微电子股份有限公司 关于持续督导保荐机构主体变更的公告 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、准确性和完整性承担个别及连带责任。 公司持续督导保荐机构由东方投行变更为东方证券。本次持续督导保荐机构主体变更事项 不属于公司更换持续督导机构事项。 特此公告。 杭州立昂微电子股份有限公司董事会 2024年 9 月 6 日 1 杭州立昂微电子股份有限公司（以下简称 "公司"）近日接到公司持续督导机构东方证 券承销保荐有限公司（以下简称"东方投行"）的通知，根据中国证券监督管理委员会于2023 年2月28日出具的《关于核准东方证券股份有限公司吸收合并东方证券承销保荐有限公司暨变 更业务范围的批复》（证监许可〔2023〕425号），东方证券股份有限公司（以下简称"东方 证券"）获准吸收合并投行业务全资子公司东方投行，吸收合并之后东方投行解散。 东方证券已于近日自证监会取得换发后的《经营证券期货业务许可证》，业务范围含"证 券承销与保荐"。东方证券与东方投行严格根据有关法律法规、证监会批复及相关要求推进实 施吸收合并工作，自2024年9月2 ...

Investment Rating - The investment rating for the company is maintained at "Neutral" [2][11] Core Insights - The company has shown revenue growth in its semiconductor wafer and power device segments, but pricing pressures remain significant. The compound semiconductor RF chip business is experiencing rapid growth [3][4] - In H1 2024, the company achieved a revenue of 1.459 billion yuan, a year-on-year increase of 8.69%, but the net profit attributable to shareholders was a loss of 66.86 million yuan, down 138.50% year-on-year [3][4] - The company expects revenue growth for 2024E-2026E to be 14.85%, 18.32%, and 18.01% respectively, with net profits projected to increase significantly in the same period [6][11] Summary by Sections Financial Performance - In H1 2024, the company reported a revenue of 1.459 billion yuan, with a quarterly revenue of 780 million yuan in Q2, reflecting a year-on-year increase of 9.83% and a quarter-on-quarter increase of 14.83% [3] - The gross margin for Q2 2024 was 14.55%, up 4.67 percentage points from the previous quarter [3] Business Segments - Semiconductor wafer business revenue for H1 2024 was 1.022 billion yuan, a year-on-year increase of 12.96%, with a sales volume of 6-inch wafers reaching 6.6885 million pieces, up 46.22% year-on-year [4][6] - The power device segment saw a revenue of 448.19 million yuan in H1 2024, with a slight increase in sales volume but a decline in prices [4][6] - The compound semiconductor RF chip business achieved a revenue of 128.37 million yuan, a year-on-year increase of 233.89% [4][6] Revenue and Profit Forecast - The company forecasts revenues of 3.089 billion yuan, 3.655 billion yuan, and 4.313 billion yuan for 2024E, 2025E, and 2026E respectively, with net profits expected to be 142 million yuan, 326 million yuan, and 452 million yuan [5][11] - The estimated reasonable market value range for the company is between 16.063 billion yuan and 18.631 billion yuan, corresponding to a per-share value range of 23.93 yuan to 27.75 yuan [11][12]

杭州立昂微电子股份有限公司 2024 年第四次临时股东大会 证券代码：605358 证券简称：立昂微 债券代码：111010 债券简称：立昂转债 杭州立昂微电子股份有限公司 2024 年第四次临时股东大会 会议资料 2024 年 9 月 13 日 0 | 杭州立昂微电子股份有限公司 2024 年第四次临时股东大会会议须知 | 2 | | --- | --- | | 杭州立昂微电子股份有限公司 2024 年第四次临时股东大会会议议程 | 4 | | 一、关于公司新增 2024 年度为控股子公司提供担保的议案 | 5 | | 二、关于制定公司《会计师事务所选聘制度》的议案 | 6 | | 三、关于变更注册资本并修订《公司章程》的议案 | 7 | | 四、关于续聘 2024 年度审计机构的议案 9 | | 杭州立昂微电子股份有限公司 2024 年第四次临时股东大会 杭州立昂微电子股份有限公司 2024 年第四次临时股东大会会议须知 为维护股东的合法权益，确保杭州立昂微电子股份有限公司 2024 年第四次临时股东大会 的正常秩序和议事效率，根据《公司法》、《公司章程》和《股东大会议事规则》的有关规 定，现将会议须知通 ...

Financial Performance - Revenue for the first half of 2024 was RMB 14.59 billion, an increase of 8.69% year-over-year[14] - Net profit attributable to shareholders was a loss of RMB 668.56 million, a decrease of 138.50% compared to the same period last year[14] - Net cash flow from operating activities increased by 43.97% to RMB 5.32 billion[14] - Revenue for the first half of 2024 reached 14,588.614 million yuan, an increase of 8.69% year-over-year[15] - Net profit attributable to shareholders was -668.564 million yuan, a decrease of 138.50% year-over-year[15] - Basic earnings per share were -0.10 yuan, a decrease of 138.46% year-over-year[15] - Revenue for the reporting period reached 1,458.86 million yuan, an increase of 8.69% compared to the same period last year[31] - Operating profit was -175.59 million yuan, a decrease of 229.00% year-over-year[31] - EBITDA decreased by 30.26% to 402.99 million yuan compared to the same period last year[31] - Net profit attributable to shareholders was -66.86 million yuan, a decrease of 138.50% year-over-year[31] - Gross margin dropped from 27.27% in the first half of 2023 to 12.38% in the first half of 2024, a decrease of 14.89 percentage points[32] - Q2 2024 revenue was 779.80 million yuan, a 14.83% increase compared to Q1 2024[32] - Net cash flow from operating activities increased by 43.97% to 531.89 million yuan compared to the same period last year[33] - The company's comprehensive income for the first half of 2024 was -119,428,649.65 RMB, compared to 141,988,645.26 RMB in the same period last year[121] - Basic earnings per share for the first half of 2024 were -0.10 RMB, compared to 0.26 RMB in the same period last year[121] - The company's operating income for the first half of 2024 was 468,457,719.63 RMB, a decrease from 548,397,467.78 RMB in the same period last year[122] - The company's net profit for the first half of 2024 was -44,149,240.02 RMB, compared to 175,054,546.41 RMB in the same period last year[123] - Cash received from sales of goods and services in the first half of 2024 was 1,414,055,862.22 RMB, an increase from 1,250,713,742.89 RMB in the same period last year[124] - The company's R&D expenses for the first half of 2024 were 23,064,537.60 RMB, an increase from 21,082,260.79 RMB in the same period last year[122] - The company's financial expenses for the first half of 2024 were 74,212,567.72 RMB, an increase from 61,796,601.71 RMB in the same period last year[122] - The company's operating cash inflow for the first half of 2024 was 1,695,586,472.23 RMB, an increase from 1,463,566,322.20 RMB in the same period last year[124] - The company's operating cash outflow for the first half of 2024 was 1,163,699,165.02 RMB, an increase from 1,094,113,348.75 RMB in the same period last year[124] - The company's income tax expense for the first half of 2024 was -8,939,654.71 RMB, compared to 16,865,695.12 RMB in the same period last year[123] - Operating cash flow for the first half of 2024 was RMB 531.89 million, a significant increase from RMB 369.45 million in the same period last year[125] - Investment cash outflow for the first half of 2024 was RMB 1.69 billion, compared to RMB 1.31 billion in the same period last year[125] - Financing cash inflow for the first half of 2024 was RMB 1.22 billion, a substantial increase from RMB 313.75 million in the same period last year[125] - Net cash flow from financing activities for the first half of 2024 was RMB 539.09 million, a significant improvement from a net outflow of RMB 705.04 million in the same period last year[125] - Cash and cash equivalents at the end of the first half of 2024 were RMB 2.15 billion, compared to RMB 2.34 billion at the end of the same period last year[125] - Parent company's operating cash flow for the first half of 2024 was RMB 110.48 million, a decrease from RMB 300.46 million in the same period last year[126] - Parent company's investment cash outflow for the first half of 2024 was RMB 451.61 million, a significant decrease from RMB 2.84 billion in the same period last year[126] - Parent company's financing cash inflow for the first half of 2024 was RMB 325 million, compared to RMB 50 million in the same period last year[126] - Parent company's net cash flow from financing activities for the first half of 2024 was a net outflow of RMB 210.42 million, compared to a net outflow of RMB 240.17 million in the same period last year[127] - Total owner's equity at the end of the first half of 2024 was RMB 9.55 billion, a decrease from RMB 9.84 billion at the end of the same period last year[129] - Comprehensive income for the first half of 2024 totaled -66,856,415.16, a significant decrease compared to the previous period[130] - Total owner investments and capital reductions amounted to -113,228,585.59, with a notable reduction in other capital of -120,019,465.59[130] - Profit distribution for the period was -57,314,388.79, entirely allocated to owners (or shareholders)[131] - Total equity at the end of the period was 9,680,406,873, reflecting a decrease from the previous year[136] - Comprehensive income for the first half of 2024 showed a positive turnaround with a total of 173,648,799.34, despite a loss in minority interests[134] - Owner investments and capital reductions for the period resulted in a net increase of 6,394,692.28, driven by other capital adjustments[134] - Profit distribution for the period was -284,278,012.62, with an additional -5,004,000.00 allocated to minority interests[135] - Total equity at the beginning of the year was 9,821,305,548.08, showing a slight decrease by the end of the period[133] - Total owner's equity decreased by RMB 216.31 million in the first half of 2024, from RMB 7.07 billion to RMB 6.86 billion[137][138] - Comprehensive income for the first half of 2024 was a loss of RMB 44.15 million[137] - Capital reduction and owner contributions resulted in a decrease of RMB 114.85 million in owner's equity[137] - Profit distribution reduced owner's equity by RMB 57.31 million in the first half of 2024[138] - Total owner's equity at the end of June 2024 was RMB 6.86 billion, down from RMB 7.07 billion at the beginning of the year[138] - Retained earnings decreased by RMB 101.46 million in the first half of 2024[137] - Capital reserve decreased by RMB 109.35 million in the first half of 2024[137] - Other comprehensive income showed no significant changes in the first half of 2024[137] - The company's share capital decreased by RMB 5.49 million in the first half of 2024[137] - Special reserve showed no changes in the first half of 2024[137] Assets and Liabilities - Total assets as of the end of the reporting period were RMB 18.88 billion, up 3.30% from the end of the previous year[14] - The company's net assets attributable to shareholders decreased by 2.98% to RMB 7.73 billion[14] - Total assets increased to RMB 18.88 billion as of June 30, 2024, compared to RMB 18.28 billion at the end of 2023[112][113][114] - Cash and cash equivalents decreased to RMB 2.55 billion from RMB 2.67 billion at the end of 2023[112] - Accounts receivable increased to RMB 853.83 million, up 18.7% from RMB 719.56 million at the end of 2023[112] - Inventory increased slightly to RMB 1.35 billion from RMB 1.32 billion at the end of 2023[112] - Fixed assets decreased to RMB 8.44 billion from RMB 8.75 billion at the end of 2023[112] - Short-term borrowings increased significantly to RMB 1.04 billion from RMB 480.49 million at the end of 2023[113] - Long-term borrowings increased to RMB 1.66 billion from RMB 1.28 billion at the end of 2023[113] - Total liabilities increased to RMB 9.62 billion from RMB 8.73 billion at the end of 2023[113][114] - Shareholders' equity decreased to RMB 9.26 billion from RMB 9.55 billion at the end of 2023[114] - Parent company's cash and cash equivalents decreased significantly to RMB 91.10 million from RMB 404.13 million at the end of 2023[115] - Total assets decreased slightly from 11,312,279,418.61 RMB to 11,247,267,331.45 RMB[116][117] - Long-term equity investments increased slightly from 6,626,472,286.54 RMB to 6,628,108,237.52 RMB[116] - Total liabilities increased from 4,239,611,166.00 RMB to 4,390,910,636.32 RMB[117] - Interest expenses rose from 105,438,726.97 RMB to 119,709,830.27 RMB[120] - Total equity decreased from 7,072,668,252.61 RMB to 6,856,356,695.13 RMB[117] - Fixed assets decreased from 1,322,708,279.06 RMB to 1,297,963,710.92 RMB[116] - The company's inventory balance was 1.57 billion yuan, with an inventory impairment provision of 222.34 million yuan[47] - The fair value of the company's equity investments as of June 30, 2024, is RMB 1,193.317 million, with RMB 893.317 million attributed to direct holdings in listed companies (Xinlian Integration and Jingsheng Co., Ltd.) and RMB 300 million in non-listed equity investments[48] - The company's goodwill balance as of June 30, 2024, is RMB 477.662 million, stemming from the acquisition of Jiaxing Jinruihong, with no impairment reported during the period[49] Business Operations - The company's main business is semiconductor manufacturing, with subsidiaries including Zhejiang Jinruihong and Quzhou Jinruihong[6] - Semiconductor silicon wafer revenue reached 10,217.976 million yuan, a year-over-year increase of 12.96%[20] - 12-inch silicon wafer sales reached 407,500 pieces, a year-over-year increase of 89.63%[21] - Global semiconductor sales in Q2 2024 reached 149.9 billion USD, a year-over-year increase of 18.3%[18] - China's semiconductor sales in June 2024 reached 15.09 billion USD, a year-over-year increase of 21.6%[18] - Global silicon wafer shipments in Q2 2024 reached 3.035 billion square inches, a quarter-over-quarter increase of 7.1%[19] - 6-inch and 8-inch silicon wafer capacity utilization is fully loaded, with delivery delays reported[20] - Global power semiconductor market size reached $50.3 billion in 2023, expected to grow to $59.6 billion by 2027, with power ICs accounting for 54.8%, power discrete devices 30.1%, and power modules 15.1%[22] - China's power semiconductor market is projected to reach $20.6 billion in 2024, accounting for 38% of the global market[22] - Power semiconductor share in automotive semiconductors increased from 21% in traditional fuel vehicles to 55% in pure electric vehicles[22] - China's new energy vehicle production and sales reached 4.929 million and 4.944 million units respectively in H1 2024, up 30.1% and 32% YoY, with a market share of 35.2%[22] - China's solar power installed capacity reached 710 GW in H1 2024, up 51.6% YoY, with new PV installations of 102.48 GW, up 30.68% YoY[22] - Semiconductor power device chip revenue was 448.1915 million yuan in the reporting period, down 16.62% YoY and 8.85% QoQ, with sales volume of 901,600 units, up 4.96% YoY and 5.22% QoQ[23] - Compound semiconductor RF chip revenue reached 128.3699 million yuan in the reporting period, up 233.89% YoY and 29.79% QoQ, with sales volume of 17,600 units, up 288.18% YoY and 31.84% QoQ[24] - Global smartphone RF front-end market size is expected to reach $16.6 billion in 2024, with a CAGR of 9.7% from 2019 to 2024[24] - VCSEL market size is projected to grow from $1.6 billion in 2022 to $3.9 billion by 2027, with a 5-year CAGR of 17.2%[24] - The company's MOSFET and SBD semiconductor power devices are core components in photovoltaic systems, with growing demand due to rapid increase in PV installed capacity[71] Subsidiaries and Investments - Zhejiang Jinruihong, a subsidiary, achieved a net profit of 60.38 million yuan with operating revenue of 859.84 million yuan[43] - Quzhou Jinruihong, a subsidiary, achieved a net profit of 86.65 million yuan with operating revenue of 668 million yuan[44] - Jinruihong Microelectronics, a subsidiary, reported a net loss of 221.63 million yuan with operating revenue of 212.13 million yuan[44] - Subsidiary Hangzhou Dongxin invested 35 million yuan in its secondary subsidiary Haining Dongxin[38] - The 480 million 300mm silicon wafer production base project has a total budget of 60.19 billion yuan, with 46.16% completed (27.78 billion yuan invested)[39] - The 360,000 6-inch RF chip production line project has a total budget of 50.05 billion yuan, with 6.38% completed (3.19 billion yuan invested)[39] - The fair value of financial assets decreased by 38.05 million yuan, with a total fair value of 675.66 million yuan at the end of the period[40] - The fair value of Jingsheng Co., Ltd. stock decreased by 21.44 million yuan, with a final book value of 27.29 million yuan[41] - The fair value of Xinlian Integration stock decreased by 16.61 million yuan, with a final book value of 62.05 million yuan[41] - The company has invested 22,301.99 million yuan in the "Annual Production of 1.8 million 12-inch Semiconductor Silicon Epitaxial Wafers Project," with a cumulative investment of 42,478.28 million yuan, achieving 37.59% of the planned investment[89] - The "Annual Production of 6 million 6-inch Silicon Polished Wafers for Integrated Circuits Project" has received 29,416.50 million yuan in investment this year, with a cumulative investment of 86,229.28 million yuan, reaching 68.98% of the planned investment[89] - The company has fully utilized the funds for the "Supplemental Working Capital" project, with a cumulative investment of 99,974.40 million yuan, exceeding the planned investment by 0.16%[89] - The company has extended the construction period for the "Annual Production of 1.8 million 12-inch Semiconductor Silicon Epitaxial Wafers Project" and the "Annual Production of 6 million 6-inch Silicon Polished Wafers for Integrated Circuits Project" from May 2024 to May 2026[89][91] - The company temporarily used 15,000.00 million yuan of idle raised funds to supplement working capital during the reporting period, and returned a total of 60,000.00 million yuan[90] - The company has fully returned the temporarily used idle raised funds for working capital by June 30, 2024[90] - The company's 2021 non-public offering stock fundraising project was completed in December 2023, and the remaining funds were permanently used to supplement working capital during the reporting period[90] - The company's total raised funds investment reached 228,681.96 million yuan, excluding the issuance fees of 1,187.59 million yuan[89] - The company's total raised funds plan investment is 337,812.41 million yuan, with a cumulative investment of 228,681.96 million yuan[89] - The company's total raised funds investment progress is 67.69%[89] - The company issued convertible bonds with a total face value of 3.39 billion yuan, and during the reporting period, 2,476 shares were converted[93] - The company repurchased 5,490,936 shares through the Shanghai Stock Exchange system, which were subsequently canceled on May 7, 2024[93] - The company issued 3,390,000 convertible bonds with a total face value of RMB 3,390,000,000, and the net proceeds after deducting issuance costs were RMB 3,

证券代码：605358 证券简称：立昂微 公告编号：2024- 082 债券代码：111010 债券简称：立昂转债 杭州立昂微电子股份有限公司 续聘会计师事务所的公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，并对公告中的虚假记载、 误导性陈述或者重大遗漏承担责任。 重要内容提示： 3.诚信记录 拟续聘的会计师事务所名称：中汇会计师事务所（特殊普通合伙） 一、拟续聘会计师事务所的基本情况 （一）机构信息 1.基本信息 | 事务所名称 | 中汇会计师事务所（特殊普通合伙） | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 成立日期 | 2013 年 12 月 19 组织形式 | 日 | | | | 特殊普通合伙 | | | 注册地址 | 浙江省杭州市上城区新业路 8 号华联时代大厦 | | | A 幢 | 601 | | 室 | | 首席合伙人 | 余强 上年末合伙人数量 | | | | 103 | 人 | | | 上年末执业人 | 注册会计师 | | | | 701 | 人 | | | 员数量 | 签署过证券服务业务 ...

根据上海证券交易所发布的《上海证券交易所上市公司自律监管指引第 1 号 ——(2023 年 12 月修订)》及相关格式指引的要求，现将杭州立昂微电子股份有 限公司（以下简称"公司"或"本公司"）2024 年半年度募集资金存放与实际使 用情况报告如下： 一、募集资金基本情况 （一）实际募集资金金额和资金到账时间 本公司经中国证券监督管理委员会《关于核准杭州立昂微电子股份有限公司 公开发行可转换公司债券的批复》(证监许可[2022]2345 号)核准，由主承销商 东方证券承销保荐有限公司采用余额包销的方式，公开发行可转换公司债券 3,390.00 万张，每张面值 100 元，共计募集资金人民币 339,000.00 万元，扣除 承销和保荐费用(含税)1,060.00 万元后的募集资金 337,940.00 万元，已由主承 销商东方证券承销保荐有限公司于 2022 年 11 月 18 日汇入本公司募集资金监管 账户。本次公开发行可转换公司债券发行承销保荐费及其他发行费用(不含税) 共计人民币 1,187.59 万元，本次公开发行可转换公司债券认购资金总额扣减上 述发行费用(不含税)后募集资金净额为人民币 337,8 ...