北京市中伦律师事务所 关于曙光信息产业股份有限公司 股票激励计划回购注销部分限制性股票实施的 法律意见书 2025 年 6 月 北京市朝阳区金和东路 20 号院正大中心 3 号南塔 22-31 层 邮编：100020 22-31/F, South Tower of CP Center, 20 Jin He East Avenue, Chaoyang District, Beijing l00020, P.R. China 电话/Tel : +86 10 5957 2288 传真/Fax : +86 10 6568 1022/1838 www.zhonglun.com 北京市中伦律师事务所 关于曙光信息产业股份有限公司 股票激励计划回购注销部分限制性股票实施的 法律意见书 致：曙光信息产业股份有限公司 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 • Cho ...

Market Overview - A-shares experienced a low opening followed by a high closing, with all three major indices in the green, but trading volume decreased by 250 billion [1] - The Shanghai Composite Index recovered the 10-day and 20-day moving averages around 3388 points, but faced resistance at the 5-day moving average [3] - The market's short-term direction will depend on trading volume, with a potential breakthrough at 3400 points if early trading volume exceeds 80 billion [3] Economic and Policy Signals - The Middle East situation has eased, leading to a temporary relief in A-shares, while the People's Bank of China injected 1.4 trillion yuan in liquidity over the past 10 days [3] - The Lujiazui Forum is expected to announce significant financial reforms and support for high-growth enterprises, particularly in Guangdong's nuclear medical industry [3] Investment Strategies - Investors are advised to maintain exposure to safe-haven assets like gold and oil, with specific stocks such as Shandong Gold and Zhongman Petroleum being highlighted [4] - Policy-driven opportunities are emerging, particularly in the brokerage and real estate sectors, with stocks like Haitong Securities and Poly Development recommended [4] - Long-term investments in new productivity sectors such as AI computing, humanoid robots, and low-altitude economy are encouraged, with companies like Zhongke Zhuguang and Sanhua Intelligent Control suggested as potential targets [4] Market Sentiment and External Influences - Northbound capital has seen a net outflow for three consecutive days, but there was a late-session accumulation in technology stocks [3] - The U.S. stock market showed positive performance, with all three major indices closing higher, which may influence foreign capital flows [3] - The upcoming Federal Reserve meeting is anticipated to impact market volatility, with a focus on interest rate decisions [4]

Core Viewpoint - The article discusses the evolution and strategic significance of Haiguang Information in the Chinese semiconductor industry, highlighting its role in breaking through the X86 architecture dominance and fostering domestic chip development amidst geopolitical tensions [1][2]. Group 1: Haiguang's Strategic Moves - Haiguang's collaboration with AMD in 2016 is noted as a pivotal "technology for market" case, establishing joint ventures to gain permanent X86 architecture licensing and Zen microarchitecture support [3]. - The establishment of Haiguang's R&D system, leveraging expertise from the Chinese Academy of Sciences, aimed to break the cycle of dependency on foreign technology through a structured training approach [3][4]. - The launch of Haiguang's first CPU, Haiguang 1, in 2018 marked a significant milestone, achieving mass production with a 14nm process and compatibility with X86 instruction sets, targeting the financial sector [4]. Group 2: Technological Advancements - Haiguang's subsequent CPUs, including Haiguang 2 and Haiguang 3, demonstrated continuous performance improvements, with the latter achieving a 45% performance increase over its predecessor [5]. - The introduction of the Haiguang 4 in October 2023 further solidified its technological advancements, with each generation showing over 30% performance enhancement [5]. - Haiguang's approach of "architecture licensing - absorption - independent iteration" has created a balance between ecological compatibility and technological control, contributing to a significant increase in the domestic X86 server market [5][6]. Group 3: Market Impact and Ecosystem Development - The rise of Haiguang has influenced international semiconductor regulations, prompting the U.S. to revise export control laws regarding X86 technology transfer to China [6]. - Haiguang's dual strategy of focusing on both CPU and DCU (Deep Learning Computing Unit) development has positioned it well in the rapidly evolving AI computing landscape [8]. - The establishment of the "Light Organization" in 2021 aimed to foster a collaborative ecosystem among over 5,000 members, significantly reducing adaptation costs and enhancing the integration of hardware and software [17][18]. Group 4: Financial Milestones and Future Outlook - Haiguang's IPO in 2022 raised 10.8 billion yuan, marking the largest semiconductor IPO of the year and reflecting strong market confidence in domestic chip development [12]. - The anticipated merger with Zhongke Shuguang aims to deepen integration within the domestic computing power industry, enhancing capabilities across various sectors [19]. - The article concludes that Haiguang's journey exemplifies a shift in the Chinese semiconductor industry from policy-driven to market-driven growth, positioning it as a key player in the global semiconductor landscape [20].

Investment Rating - The investment rating for the company is "Buy" with a target price of 137.06 CNY [6][21]. Core Views - The acquisition of Zhongke Shuguang by Haiguang Information is expected to create significant synergies, transitioning the company from a single chip business to a comprehensive domestic computing power ecosystem solution [2]. - The merger is anticipated to enhance business collaboration, reduce friction costs, and establish a complete chain from chip design to end applications, forming a closed loop for domestic computing power [2]. - The company is positioned to benefit from the high growth potential in the domestic computing industry, particularly in the context of the "Xinchuang 2.0" phase, which is expected to accelerate demand in government and industry sectors [5]. Financial Data and Forecasts - The projected revenue for 2023 is 6,012 million CNY, with a growth rate of 17.30%. By 2027, revenue is expected to reach 26,528 million CNY, with a growth rate of 27.28% [5]. - The forecasted net profit attributable to the parent company for 2023 is 1,263.18 million CNY, with an expected increase to 6,921.88 million CNY by 2027, reflecting a growth rate of 29.97% [5]. - Earnings per share (EPS) is projected to grow from 0.54 CNY in 2023 to 2.98 CNY in 2027 [5]. - The company’s EBITDA is expected to increase from 4,039.40 million CNY in 2023 to 10,274.39 million CNY in 2027 [5]. Market Position and Trends - Haiguang Information is recognized as a leader in the domestic computing power sector, and the acquisition of Zhongke Shuguang is expected to enhance its market position [5]. - The company is likely to benefit from the increasing demand in the Xinchuang industry, with the replacement volume in the new phase expected to be nearly nine times that of the previous phase [5].

Financial Performance - Oracle reported a total revenue of $57.4 billion for the fiscal year 2025, with a net profit of $12.4 billion. The fourth quarter revenue reached $15.9 billion, marking an 11% year-over-year increase [2] - Adobe's Q2 revenue was $5.87 billion, up 11% year-over-year, exceeding analyst expectations. Adjusted EPS was $5.06, a 13% increase, but investor concerns about future competition in AI remain [3] Company Changes - ByteDance's AI Lab head, Li Hang, has officially stepped down, transitioning to a consultant role. This change follows the integration of the AI Lab into the Seed team led by former Google DeepMind VP Wu Yonghui [3][5] - Kingsoft Cloud announced the resignation of CFO He Haijian, effective June 30, 2025, due to personal reasons [6] AI Talent Acquisition - Baidu launched its largest AI talent recruitment initiative, expanding job openings by over 60% compared to last year, focusing on cutting-edge AI fields [6] AI Product Developments - ByteDance's self-developed AI IDE "TRAE" has surpassed 1 million monthly active users, with over 80% of internal engineers utilizing it for development [7] - Volcano Engine released version 1.6 of its Doubao large model, introducing a pricing model based on input length, significantly reducing costs [9] - Alibaba's Tongyi Qianwen 3 model achieved over 12.5 million downloads in its first month, with over 130,000 derivative models created [10] Corporate Investments - Amazon plans to invest AUD 20 billion in expanding its data center infrastructure in Australia from 2025 to 2029, marking the largest global tech investment in the country [18] - Meta announced the acquisition of a 49% stake in Scale AI for $14.8 billion to enhance its AI capabilities [22][23] Market Trends - IDC forecasts that the Chinese graph database market will reach RMB 644 million in 2024, growing 17% year-over-year, with major players including Huawei Cloud and Ant Group [24] - The Ministry of Transport emphasized the need for collaboration in technology transfer within the transportation sector to enhance AI applications [27]

Group 1 - Quantum Song acquired 61% of Letsvan for 235 million RMB, marking its entry into the trendy toy market [5][6] - Quantum Song's Q1 2025 revenue was 570 million RMB, down 39.6% year-on-year, with a net profit of 41 million RMB, up 181.2% [3][4] - Letsvan has a rich IP portfolio and aims to enhance its brand influence through retail partnerships and self-operated stores [6][7] Group 2 - Zhaoyi Innovation has expanded its product lines in the storage and MCU sectors, becoming a top three global supplier of NOR Flash [9][10] - The global storage market is projected to reach 204.28 billion USD by 2025, with NAND Flash and DRAM being the largest segments [10][11] - Zhaoyi Innovation's revenue is expected to grow from 9.38 billion RMB in 2025 to 13.55 billion RMB in 2027, with a net profit increase from 1.54 billion RMB to 2.52 billion RMB [16] Group 3 - The pilot policy for smart elderly care robots has been launched, with a trial period from 2025 to 2027 [17][18] - Skild AI raised 250 million USD in funding from Nvidia and others, boosting its valuation to approximately 45 billion USD [20] - The humanoid robot market is expected to see significant growth, with various companies launching new products and technologies [28][29] Group 4 - The photovoltaic industry is focusing on the replacement of cheap metals and the growth of distributed energy storage [30][31] - The global energy storage market is experiencing high demand, with significant growth in both large-scale and distributed storage solutions [33][34] - The solid-state battery industry is progressing towards commercialization, with potential applications in high-end electric vehicles and robotics [35] Group 5 - The automotive supply chain is expected to see reduced payment terms for suppliers, enhancing cash flow efficiency [36] - The AI infrastructure is accelerating, with OpenAI releasing a new model that enhances capabilities while reducing costs [37] - The first ultra-high voltage direct current transmission project from the Shagou Desert renewable energy base has been commissioned, indicating a shift towards high-capacity energy transmission [38]

- The report discusses the **Volume Timing Signal** for broad-based indices, indicating a bullish view across all indices as of June 13, 2025[24][25] - The **HS300 Upward Stock Count Ratio Sentiment Indicator** is introduced, calculated as the proportion of HS300 constituent stocks with positive returns over the past N days. This indicator is effective in capturing upward opportunities but has limitations in predicting market downturns. As of June 13, 2025, the indicator shows a slight decline but remains above 60%, reflecting positive market sentiment[25][26] - The **HS300 Upward Stock Count Ratio Timing Strategy** applies two smoothing windows (N1=50, N2=35) to the sentiment indicator. When the short-term line exceeds the long-term line, it signals a bullish market view. As of June 13, 2025, both lines are trending downward, with the short-term line below the long-term line, suggesting a cautious market outlook[27][29] - The **Moving Average Sentiment Indicator** uses eight moving averages (8, 13, 21, 34, 55, 89, 144, 233) to assess the HS300 index's trend. The indicator assigns values of -1, 0, or 1 based on the position of the index within predefined ranges. As of June 13, 2025, the HS300 index is in a positive sentiment zone, indicating a bullish trend[33][37] - **Cross-sectional Volatility** is analyzed for HS300, CSI500, and CSI1000 indices. Over the past week, HS300's cross-sectional volatility increased, improving the short-term alpha environment, while CSI500 and CSI1000 saw declines, weakening their alpha environments. Over the last quarter, HS300's volatility is in the upper half of its six-month range, indicating a favorable alpha environment, while CSI500 and CSI1000 are in the lower and middle ranges, respectively[38][40] - **Time-series Volatility** is also examined for the same indices. Over the past week, HS300's time-series volatility increased, enhancing its alpha environment, while CSI500 and CSI1000 experienced declines, worsening their alpha environments. Over the last quarter, HS300's volatility is in the upper half of its six-month range, while CSI500 and CSI1000 are in the middle ranges, indicating a generally stable alpha environment[40][43]

Investment Rating - The report maintains a "Buy" rating for the company [1] Core Views - The company is set to absorb and merge with Zhongke Shuguang, aiming to create a world-class intelligent computing center [5][6] - The merger is expected to enhance the company's capabilities in the chip sector and integrate resources from Zhongke Shuguang in machine and data center infrastructure [5][6] - The transaction will simplify governance structures and optimize resource allocation, leading to improved operational efficiency and shareholder returns [7] Summary by Sections Recent Performance - The company's stock performance over the last year shows a 91.0% increase compared to the benchmark index, CSI 300, which only increased by 9.6% [3] - As of June 13, 2025, the current stock price is 137.06 yuan, with a market capitalization of approximately 318.57 billion yuan [3] Merger Details - The merger involves a share exchange where the company will issue A-shares to Zhongke Shuguang's shareholders at a premium of 10% [5] - The exchange ratio is set at 1:0.5525, with the company's share price for the exchange at 143.36 yuan per share [5][8] Financial Projections - Revenue projections for 2025-2027 are estimated at 147.93 billion yuan, 220.54 billion yuan, and 306.90 billion yuan respectively, with corresponding net profits of 31.70 billion yuan, 48.34 billion yuan, and 73.23 billion yuan [9][10] - The expected EPS for the same period is projected to be 1.36 yuan, 2.08 yuan, and 3.15 yuan [9][10] Strategic Advantages - The merger is anticipated to create a closed-loop layout from high-end chip design to complete computing systems, enhancing the company's overall strength in the intelligent computing ecosystem [6][7] - The integration of Zhongke Shuguang's AI capabilities and applications is expected to drive long-term growth and operational synergies [6][7]

Core Viewpoint - The article highlights significant investor interest in companies undergoing strategic mergers and acquisitions, particularly focusing on the merger between Haiguang Information and Zhongke Shuguang, which marks a notable event in the A-share market [3][6][7]. Group 1: Investor Research and Performance - From June 9 to June 13, 165 listed companies released investor research summaries, with approximately 40% of the companies involved in institutional research achieving positive returns [2]. - Companies such as Yibin Technology, Beifang Changlong, and Cuihua Jewelry achieved their first board listings during this period, with Yibin Technology seeing a cumulative increase of 36.22%, the highest among the researched stocks [3]. Group 2: Strategic Mergers and Acquisitions - Zhongke Shuguang and Haiguang Information received over 145 institutional research inquiries, with both companies announcing a stock swap merger plan on June 9 [3][6]. - The merger involves Haiguang Information absorbing Zhongke Shuguang at a swap ratio of 0.5525:1, with Haiguang Information as the absorbing party and Zhongke Shuguang as the absorbed party [3][6]. - The transaction aims to enhance operational efficiency, simplify governance structures, and optimize resource allocation, ultimately benefiting shareholders, including minority investors [6][7]. Group 3: Industry Implications - The merger is expected to significantly enhance the core competitiveness and investment value of the surviving company, leveraging the strengths of both firms in high-end computing and storage solutions [7]. - Following the merger, the companies plan to establish an integrated industrial chain from chips to mainframes and software applications, utilizing Haiguang Information's high-end processors and Zhongke Shuguang's comprehensive system capabilities [8]. Group 4: Other Notable Companies - Kid王 received attention from 123 companies during its research, announcing a plan to acquire 100% equity of Siyu Industrial for 1.65 billion yuan, entering the hair care market [8][10]. - The acquisition aims to leverage Kid王's industry experience to ensure effective control and strategic planning for Siyu Industrial [10].

Core Viewpoint - The article discusses recent investor research activities among listed companies, highlighting significant mergers and acquisitions, and the performance of stocks following institutional interest. Group 1: Investor Research and Stock Performance - From June 9 to June 13, 165 listed companies released investor research summaries, with approximately 40% of the stocks involved showing positive returns [2]. - Companies such as Yibin Technology, Beifang Changlong, and Cuihua Jewelry achieved their first board listings during this period. Yibin Technology saw a cumulative increase of 36.22%, marking it as the top-performing stock among those researched by institutions, with several others exceeding 20% gains [3]. Group 2: Mergers and Acquisitions - Zhongke Shuguang and Haiguang Information were among the most researched companies, each receiving attention from 145 institutions. They announced a share swap merger plan on June 9, marking the first major asset restructuring transaction since the revision of the "Management Measures for Major Asset Restructuring of Listed Companies" [3][6]. - Haiguang Information plans to absorb Zhongke Shuguang through a share swap ratio of 0.5525:1, with the merger expected to enhance the core competitiveness and investment value of the surviving company [7]. - The merger aims to streamline governance structures, optimize resource allocation, and improve shareholder returns, benefiting both companies and protecting the interests of minority investors [6][7]. Group 3: Strategic Developments - The merger will allow Haiguang Information to leverage Zhongke Shuguang's strengths in high-end computing, storage, and data center infrastructure, creating a comprehensive industry chain from chips to mainframes and software applications [8]. - Kid's King, another company that received attention from 123 institutions, announced plans to acquire 100% of Siyi Industrial for 1.65 billion yuan, entering the hair care market, which has attracted institutional interest [10]. - Kid's King's management emphasized that the acquisition will provide control over Siyi Industrial and ensure effective integration and strategic planning [10].