北京市中伦律师事务所 关于曙光信息产业股份有限公司 股票激励计划相关事项的 法律意见书 2025 年 6 月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty | | | 北京市中伦律师事务所 关于曙光信息产业股份有限公司 股票激励计划相关事项的 法律意见书 致：曙光信息产业股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受曙光信息产业股份有限公 司（以下简称"中科曙光"或"公司"）的委托，担任其 2021 年限制性股票激 励计划（以下简称"本次激励计划"）事宜的专项法律顾问，就公司本次激励计 ...

Group 1 - The core index, the China Securities Social Development Security Industry Theme Index, rose by 1.21% to 1596.77 points, with a trading volume of 34.7 billion yuan [1] - Over the past month, the index has decreased by 1.85%, down 11.26% over the last three months, and down 3.54% year-to-date [1] - The index includes no more than 100 securities from companies benefiting from social development security, covering sectors such as information security, environmental security, security equipment, and safety testing [1] Group 2 - The top ten holdings of the index are: Huace Testing (9.48%), Hikvision (8.05%), Zhongke Shuguang (3.6%), Wanfu Biology (2.93%), Meiya Optoelectronics (2.91%), Greeenmei (2.87%), Nanwang Technology (2.6%), Dahua Technology (2.43%), Aerospace Zhizhuang (2.35%), and Siwei Liekong (2.34%) [1] - The market share of the index's holdings is 67.16% from the Shenzhen Stock Exchange and 32.84% from the Shanghai Stock Exchange [1] Group 3 - The industry composition of the index's sample includes: 42.47% in industrials, 41.80% in information technology, 5.47% in utilities, 4.93% in communication services, 4.89% in healthcare, and 0.45% in finance [2] - The index samples are adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [2] Group 4 - Public funds tracking the index include Donghai China Securities Social Development Security [3]

Core Viewpoint - The recent ETF investment frenzy labeled as "arbitrage" is cooling down, with significant losses for investors who participated in the "信创" ETF arbitrage movement as the ETFs have collectively dropped below their pre-suspension levels [1][4] Group 1: ETF Investment Dynamics - The announcement of a merger between 海光信息 and 中科曙光 led to a surge in interest for the "信创" ETFs, which are linked to these stocks, as investors anticipated potential gains upon their resumption of trading [2][3] - From May 26 to June 9, the "信创" ETFs saw a massive inflow of funds totaling 71.7 billion yuan, with some ETFs experiencing over 20-fold increases in their share volumes [3][4] - Following the resumption of trading on June 10, the "信创" ETFs were collectively sold off, resulting in declines ranging from 2.5% to 3.8% [3][4] Group 2: Risks and Limitations of ETF Arbitrage - Investors attempting to leverage the "信创" ETFs for gains faced multiple risks, including the dilution of returns due to increased ETF scale and changes in redemption rules that may disadvantage original holders [5][9] - The significant increase in ETF scale during the suspension of the stocks led to a dilution of the stocks' weight in the ETFs, reducing their potential contribution to returns upon resumption [7][11] - The shift in redemption rules from "allowed" to "mandatory" cash substitutes for the suspended stocks limited investors' ability to execute arbitrage strategies effectively [8][10] Group 3: Controversy Over Fund Management Practices - A debate has emerged regarding whether the redemption rules implemented by certain fund managers have harmed the interests of original ETF holders, as the influx of new capital diluted their potential returns [9][11] - Fund managers, such as 国泰基金, have faced scrutiny for their decisions to adjust redemption limits and rules, which some argue may have encouraged arbitrage and further diluted original holders' interests [10][11] - The outcome of this ETF arbitrage episode raises questions about how fund managers can better balance the interests of new and existing investors in future scenarios [11]

Group 1 - The meeting between the Secretary of the Provincial Party Committee and the president of Sugon Information Industry Co., Ltd. highlights the importance of developing the intelligent computing industry and digital economy in Henan Province [1] - The provincial government aims to integrate various computing capabilities, including traditional, intelligent, and supercomputing, to enhance the regional computing infrastructure and data supply system [1] - Sugon is recognized as a leading enterprise in information technology and advanced computing, with ongoing projects in Henan, indicating a strong collaborative relationship [1] Group 2 - Sugon highly values the economic and social achievements of Henan and sees it as a strategic base for its national layout, leveraging the province's vast data resources and market potential [2] - The company plans to deepen cooperation in advanced computing through R&D, manufacturing, and talent cultivation, aiming to establish a robust application ecosystem and drive industry innovation [2] - Key executives from Sugon and provincial leaders participated in the meeting, emphasizing the collaborative efforts to enhance the computing industry in Henan [2]

Group 1 - The Shanghai Midstream Industry Index rose by 0.39% to 2851.61 points, with a trading volume of 87.133 billion yuan [1] - Over the past month, the Shanghai Midstream Industry Index has decreased by 1.31%, down 8.06% over the last three months, and down 4.06% year-to-date [1] - The index is composed of three parts: the upstream, midstream, and downstream industry indices, reflecting the overall performance of related listed companies in the Shanghai market [1] Group 2 - The top ten weighted stocks in the Shanghai Midstream Industry Index include: SMIC (3.23%), Haiguang Information (2.48%), Cambricon (2.36%), China State Construction (2.34%), Sany Heavy Industry (2.11%), Weir Shares (2.1%), COSCO Shipping Holdings (2.03%), Wanhua Chemical (2.0%), Zhongke Shuguang (1.96%), and Fuyao Glass (1.8%) [1] - The index's holdings are entirely composed of stocks listed on the Shanghai Stock Exchange, with a 100% allocation [1] Group 3 - The industry composition of the index shows that 46.09% is in industrials, 36.38% in information technology, 10.18% in materials, 5.30% in consumer discretionary, and 2.06% in communication services [2] - The index samples are adjusted biannually, with adjustments occurring on the next trading day after the second Friday of June and December [2] - In special circumstances, the index may undergo temporary adjustments, including the removal of companies that are delisted or undergo mergers, acquisitions, or spin-offs [2]

Summary of Conference Call Records Industry Overview - The semiconductor industry is experiencing a recovery, with DDR4 memory prices rising rapidly since Q2, expected to increase by nearly 50% for 8GB DDR4 modules, and server and PC DDR4 module prices projected to rise by 18%-23% quarter-on-quarter [1][7][8]. - Global semiconductor sales grew by 22.7% year-on-year in April, marking the 18th consecutive month of growth, with the Americas showing the largest increase [1][9]. - The AI chip market in China is estimated to be around $50 billion, which is beneficial for companies like NVIDIA despite losses from the H20 ban [1][10]. Key Company Insights - **NVIDIA**: The H20 ban resulted in a $4.5 billion loss in Q2, but the overall revenue guidance remains optimistic at $45 billion, with a focus on the Chinese AI chip market [1][10][27]. - **Broadcom**: Reported that the INSILCO segment will continue to grow until 2026, with a new switch chip launched, indicating a positive short-term outlook [1][11][28]. - **Micron**: Gradually delivering HBM4 samples, with DRAM and NAND prices rising, particularly for DDR4 [1][14][15]. - **Hynix**: Anticipates a doubling of HBM revenue by 2025, with over 50% of Q2 sales coming from 12-layer HBM3 [1][14]. Market Trends - The domestic semiconductor industry showed overall revenue growth in Q1, with many companies still in a recovery phase in Q2. TSMC reported a 40% year-on-year revenue increase in May [2][4][40]. - The server market is seeing growth, with companies like Xinxin achieving positive revenue growth in May [5]. - The automotive sector is also experiencing growth, with domestic passenger car sales increasing year-on-year [5]. Supply Chain and Capital Expenditure - TSMC's capital expenditure for 2025 is projected to remain between $38-42 billion, while Micron's capital expenditure is expected to rise significantly from $8.1 billion in FY2024 to $14 billion in FY2025 [6][40]. - The supply chain for AI GPU chips and servers is being strengthened through mergers, such as Haiguang's reverse merger with Zhongke Shuguang [1][12][31]. Pricing Trends - The price of DDR4 memory is expected to continue rising due to limited supply as major manufacturers plan to cease production by early 2026 [1][7][26]. - The semiconductor market is seeing a divergence in pricing trends, with some segments like HBM showing significant growth while others remain stable [1][14][26]. Investment Recommendations - Focus on domestic semiconductor companies benefiting from the ban on foreign AI chips, as well as sectors like storage, SoC, and materials that are expected to grow [24][25]. Additional Insights - The EDA and IP sectors are significantly impacted by international policies, with companies needing to adapt to restrictions on exports to China [4][23][44]. - The MCU market is showing signs of recovery, with companies like Lexin launching new products [3][33]. This summary encapsulates the key points from the conference call records, highlighting the current state and future outlook of the semiconductor industry and specific companies within it.

6月18日，《关于深化科创板改革服务科技创新和新质生产力发展的八条措施》（以下简称"科创板八 条"）发布满一周年。一年来，"科创板八条"各项改革举措已基本落地，配套制度有序推出，典型案例 渐次落地，政策效应日益显现。 配套制度有序推出 一年来，监管与市场协同发力，推动"科创板八条"从纸面走向实践，8方面30余项改革举措有序推出， 涉及发行承销、再融资、并购重组等制度创新。 其中，发行承销方面，上交所即明确在科创板试点统一执行3%的最高报价剔除比例，进一步加大网下 报价约束。一位市场人士向记者表示，规则实施后，剔除了部分策略性报价的投资者，并对买方整体报 价心理产生影响，减少了网下投资者"搭便车"报高价冲动。 截至目前，已有15只科创板新股适用3%的最高报价剔除比例。从报价来看，整体审慎合理，极端高价 行为有所缓解。 科创板新股网下认购须持有600万元科创板市值、优化未盈利企业新股发行网下配售与锁定安排等规则 也陆续推出，有助于引导资金长期持有科创板公司股票，进一步引导树立价值投资、长期投资理念。 再融资方面，"轻资产、高研发"认定标准正式落地，鼓励科创企业加大研发投入。目前，已有9家科创 板企业适用该标准披露 ...

Group 1 - The core index, the China Securities Intelligent Manufacturing Theme Index, has experienced a decline of 2.94% over the past month, 13.52% over the past three months, and 2.78% year-to-date [1] - The index includes companies that provide key technological equipment and core supporting software for intelligent manufacturing, as well as those applying intelligent manufacturing in production [1] - The index's top ten weighted stocks include BOE Technology Group (5.08%), SMIC (5.01%), North Huachuang (4.97%), Cambricon (4.8%), and others [1] Group 2 - The index is adjusted semi-annually, with adjustments occurring on the next trading day after the second Friday of June and December [2] - Public funds tracking the intelligent manufacturing theme include Hua Bao CSI Intelligent Manufacturing Theme ETF Connect A, Hua Bao CSI Intelligent Manufacturing Theme ETF Connect C, and Hua Bao Intelligent Manufacturing ETF [2] - The index's holdings are primarily concentrated in the Shenzhen Stock Exchange (53.58%) and the Shanghai Stock Exchange (46.42%) [1]

Group 1 - The report maintains an overweight rating on the computer industry, highlighting the rise of AI and domestic chip manufacturers as key investment themes [3][4] - AI applications and computing power are expected to see significant growth, with AI Agents poised for a breakthrough year in 2025, particularly in enterprise services and SaaS sectors [4][5] - The domestic AI server market is projected to grow significantly, with a forecasted market size exceeding $100 billion by 2029, driven by increasing demand for AI computing power [5][4] Group 2 - The report emphasizes the new opportunities in the domestic software industry, particularly in core software areas where the localization rate is currently low, indicating a potential peak replacement period [4][5] - The report notes that the increasing external uncertainties and government support are accelerating the development of domestic software, with significant room for growth in database and operating system sectors [5][4] - The report identifies that the domestic database market is expected to see accelerated penetration in various industries as the 2027 full replacement deadline approaches [5][4] Group 3 - The report discusses the competitive landscape of AI models, noting that the performance gap between domestic and international models is narrowing, with significant advancements in domestic open-source models [5][28] - The report highlights the emergence of AI Agents as a new paradigm in human-machine collaboration, with the potential to transform efficiency in various sectors [31][32] - The report outlines the parallel development of MCP and A2A protocols, which are expected to enhance the AI Agent ecosystem by facilitating interoperability and data sharing [38][39]

证券代码：603019 证券简称：中科曙光 公告编号：2025-048 曙光信息产业股份有限公司 股权激励限制性股票回购注销实施公告 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法律责任。 重要内容提示： ●回购注销原因：鉴于公司 2021 年限制性股票激励计划中 11 名激励对象离职， 公司决定对以上人员持有的已获授但不符合解除限售标准的限制性股票予以回购注 销。 ●本次注销股份的有关情况： | 回购股份数量（股） | 注销股份数量（股） | | 注销日期 | | | | --- | --- | --- | --- | --- | --- | | 88,000 | 88,000 | 2025 | 年 6 | 月 | 20 日 | 一、本次限制性股票回购注销的决策与信息披露 鉴于公司《2021年限制性股票激励计划（草案）》（以下简称"本激励计划""激 励计划"）中11名激励对象离职，，根据《上市公司股权激励管理办法》（以下简称 "《管理办法》"）、本激励计划的有关规定，公司召开2024年度股东大会，审议通 过了《关于回购注销部分限制性 ...