上海市锦天城律师事务所 关于 苏州赛腾精密电子股份有限公司 2023 年限制性股票激励计划 部分限制性股票回购注销相关事项 的 法律意见书 锦 天 城 律 师事 务 所 ALLBRIGHT LAW OFFICES 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 层 传真:021-20511999 电话: 021-20511000 邮编：200120 上海市锦天城律师事务所 法律意见书 根据《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》")、《上市公司股权激励管理办法》(以 下简称"《管理办法》")等有关法律、法规和规范性文件以及《苏州赛腾精密电 子股份有限公司章程》(以下简称"《公司章程》")的有关规定,上海市锦天城 律师事务所(以下简称"锦天城"或"本所")接受苏州赛腾精密电子股份有限公司 (以下简称"公司"或"赛腾股份")的委托,按照律师行业公认的业务标准、道德 规范和勤勉尽责精神,就公司2023年限制性股票激励计划回购注销部分激励对象 已获授但尚未解除限售的限制性股票(以下简称"本次回购注销部分限制性股票") 所涉及的相关事项出 ...

Group 1 - The Tonghuashun Fruit Index concept fell by 1.56%, ranking among the top declines in concept sectors, with leading decliners including XW Communication, Lante Optics, and Lens Technology [1] - The top gainers in the same day included Wentai Technology, Saiteng Co., and Dongshan Precision, with respective increases of 3.02%, 1.53%, and 1.36% [1] - The dairy industry led the gainers with a rise of 4.36%, while the Tonghuashun Fruit Index was the largest decliner [1] Group 2 - The Tonghuashun Fruit Index concept experienced a net outflow of 4.158 billion yuan, with 15 stocks seeing net outflows, and 7 stocks exceeding 1 billion yuan in outflows [1] - Industrial Fulian had the highest net outflow of 2.247 billion yuan, followed by Luxshare Precision, GoerTek, and XW Communication with net outflows of 588 million yuan, 571 million yuan, and 392 million yuan respectively [1] - The stocks with the highest net inflows included BOE Technology Group, Wentai Technology, and Saiteng Co., with net inflows of 444 million yuan, 113 million yuan, and 6.247 million yuan respectively [1][2]

Core Insights - The front-end measurement and inspection equipment is a crucial segment of the semiconductor equipment market, accounting for approximately 13% of the total market size [1][5][11] - The global semiconductor measurement and inspection equipment market is projected to reach $15.22 billion in 2024, reflecting a year-on-year growth of 18.7% [1][7] - The market for front-end measurement and inspection equipment in mainland China is experiencing rapid growth, with an average annual compound growth rate of 30% from 2020 to 2024, reaching a market size of 43.8 billion yuan in 2024 [1][9] Group 1: Industry Overview - Front-end measurement is essential for quality control in semiconductor manufacturing, involving the measurement of parameters such as film thickness and surface defects [2][4] - The global semiconductor equipment market is expected to rebound in 2024, achieving a historical sales high of $117 billion, with significant contributions from China, South Korea, and Taiwan [4][5] Group 2: Market Dynamics - The front-end measurement equipment market is dominated by a few international leaders, with KLA holding over 50% market share, indicating a highly concentrated supply market [1][11] - Domestic companies like Zhongke Feimeasure and Shanghai Precision Measurement are emerging as suppliers of front-end measurement equipment, driven by the rapid development of China's semiconductor industry [1][12] Group 3: Future Trends - The domestic market share of front-end measurement equipment is expected to increase as local companies enhance their understanding of technology and manufacturing processes [1][13] - There is a growing demand for improved performance in measurement and inspection equipment, focusing on sensitivity, accuracy, stability, and throughput to ensure high yield rates in semiconductor production [1][14]

Investment Rating - The report maintains a rating of "Accumulate" for the company [4] Core Views - The company's performance is under short-term pressure, but long-term prospects remain positive, with significant improvement in cash flow [1] - The company's gross margin has steadily improved, indicating robust profitability management [2] - The company is leveraging technology to enhance smart manufacturing and has made strides in semiconductor equipment localization, opening new growth avenues [3] Financial Performance Summary - For the first three quarters of 2025, the company achieved revenue of 2.535 billion yuan, a year-on-year decrease of 20.62%, and a net profit attributable to shareholders of 401 million yuan, down 15.61% [1] - The gross margin for the first three quarters of 2025 was 46.18%, an increase of 1.49 percentage points year-on-year [2] - The company expects revenues of 3.280 billion yuan, 3.860 billion yuan, and 4.616 billion yuan for 2025, 2026, and 2027 respectively, with corresponding net profits of 499 million yuan, 594 million yuan, and 720 million yuan [4]

Core Viewpoint - The announcement details the share pledge situation of a major shareholder, Ms. Zeng Hui, and indicates that the pledge is for replacing previous financing without involving new financing arrangements [2][3]. Group 1: Shareholder Pledge Details - Ms. Zeng Hui directly holds 52.160795 million shares, accounting for 18.94% of the company's total share capital. As of the announcement date, she has pledged a total of 24.7656 million shares, which represents 47.48% of her direct holdings and 8.99% of the company's total share capital [2]. - The share pledge is intended to replace her previous pledged financing and is expected to be completed by November 2025. Upon completion, 5.2206 million shares will be released from pledge, resulting in a total of 19.545 million pledged shares, which will then account for 37.47% of her direct holdings and 7.10% of the company's total share capital [2]. Group 2: Control and Risk Considerations - As of November 5, 2025, due to a divorce settlement, Mr. Sun Feng holds 19.58% and Ms. Zeng Hui holds 18.94% of the company's shares, indicating a potential change in control. Both parties are in further negotiations regarding subsequent arrangements, and the company will disclose any significant developments in a timely manner [4].

Core Viewpoint - On November 6, Saiteng Co., Ltd. announced that shareholder Ms. Zeng Hui pledged 5.1 million shares to Tibet Trust Co., Ltd., representing 9.78% of her holdings and 1.85% of the company's total share capital [2] Summary by Category - **Shareholder Activity** - Ms. Zeng Hui pledged 5.1 million shares [2] - This pledge accounts for 9.78% of her total shareholdings [2] - The pledged shares represent 1.85% of Saiteng's total share capital [2]

Group 1 - The core point of the announcement is that Ms. Zeng Hui holds 52.16 million shares of Saiteng Co., accounting for 18.94% of the total share capital, with a significant portion of her shares pledged for financing [1] - As of the announcement date, Ms. Zeng has pledged 24.76 million shares, which is 47.48% of her directly held shares and 8.99% of the company's total share capital [1] - The share pledge is for the purpose of replacing her existing pledged financing, with no new financing involved, and the replacement is expected to be completed by November 2025 [1] Group 2 - Upon completion of the share replacement, Ms. Zeng will be able to release 5.22 million shares from pledge, resulting in a total of 19.54 million shares pledged, which will then represent 37.47% of her direct holdings and 7.1% of the company's total share capital [1] - The current market capitalization of Saiteng Co. is 13.4 billion yuan [2]

Market Performance - The automation equipment sector increased by 2.11% on November 6, with Bojie Co., Ltd. leading the gains [1] - The Shanghai Composite Index closed at 4007.76, up 0.97%, while the Shenzhen Component Index closed at 13452.42, up 1.73% [1] Top Gainers in Automation Equipment Sector - Bojie Co., Ltd. (002975) closed at 76.26, up 10.00% with a trading volume of 115,200 shares and a transaction value of 850 million [1] - Haixi Communications (920405) closed at 24.70, up 7.63% with a trading volume of 84,500 shares [1] - Kaidi Co., Ltd. (605288) closed at 91.15, up 7.55% with a trading volume of 24,200 shares [1] - Other notable gainers include Green Harmonics (688017) at 160.90 (+6.91%) and Saiteng Co., Ltd. (603283) at 48.76 (+5.61%) [1] Market Capital Flow - The automation equipment sector saw a net inflow of 600 million from institutional investors, while retail investors experienced a net outflow of 358 million [2][3] - The top net inflow stocks included Huagong Technology (000988) with a net inflow of 16.41 million [3] - Bojie Co., Ltd. (002975) had a net inflow of 54.80 million from institutional investors, but a net outflow of 40.11 million from retail investors [3]

关于股东部分股份质押的公告 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法律责任。 证券代码：603283 证券简称：赛腾股份 公告编号：2025-059 苏州赛腾精密电子股份有限公司 重要内容提示: 曾慧女士直接持有上市公司股份数量为 5,216.0795 万股，占公司总股本 18.94%，截至本公告披露日，曾慧女士持有的公司股份中累计质押数量为 2,476.56 万股，占其直接持股数量比例为 47.48%，占公司总股本比例为 8.99%。 本次曾慧女士股权质押用于置换其原有质押融资，不涉及新增融资。置 换预计将于 2025 年 11 月完成，置换完成后可解除质押 522.06 万股，届时曾慧 女士累计质押数量为 1,954.50 万股，占其直接持股数量比例为 37.47%，占公司 总股本比例为 7.10%。 公司于 2025 年 11 月 6 日获悉曾慧女士所持有本公司的部分股份被质押，具 体事项如下： | | | | | | 占其 | | 已质押股份情况 | | 未质押股份情况 | | | --- | --- | --- | - ...

Core Viewpoint - The announcement from Saiteng Co., Ltd. indicates that Ms. Zeng Hui has pledged 5.1 million shares, which represents 9.78% of her directly held shares and 1.85% of the company's total share capital [1] Summary by Category - **Share Pledge Details** - Ms. Zeng Hui has pledged a total of 5.1 million shares [1] - This pledge accounts for 9.78% of her directly held shares [1] - The pledged shares represent 1.85% of the total share capital of the company [1]